Florida
|
84-1047159
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
350 Jim Moran Boulevard, Suite 120, Deerfield Beach, Florida 33442
|
(Address of principal executive offices)
|
(954) 570-8889
|
(Issuer's Telephone Number)
|
Large accelerated filer [_]
|
Accelerated filer [_]
|
Non-accelerated filer [_]
(Do not check if a smaller reporting company)
|
Smaller reporting company [x]
|
PART 1
|
FINANCIAL INFORMATION
|
3
|
Item 1.
|
Financial Statements
|
3
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operation
|
15
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
26
|
Item 4.
|
Controls and Procedures
|
27
|
PART II
|
Other Information
|
28
|
Item 1.
|
Legal Proceedings
|
28
|
Item 1A.
|
Risk Factors
|
28
|
Item 2.
|
Unregistered Sale of Equity Securities and Use of Proceeds
|
28
|
Item 3.
|
Defaults of Senior Securities
|
28
|
Item 4.
|
Mine Safety Disclosures (Not Applicable)
|
28 |
Item 5.
|
Submission of Matters to Vote of Security Holders
|
29
|
Item 6.
|
Exhibits
|
29
|
CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
September 30,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
(Unaudited)
|
||||||||
Assets:
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
359,587
|
$
|
364,714
|
||||
Accounts receivable, net
|
11,832,358
|
5,077,182
|
||||||
Inventory
|
480,758
|
205,708
|
||||||
Prepaid expenses
|
522,694
|
566,459
|
||||||
Total Current Assets
|
13,195,397
|
6,214,063
|
||||||
Fixed Assets:
|
||||||||
Computer equipment and software
|
19,767
|
19,767
|
||||||
Machinery and equipment
|
396,133
|
380,633
|
||||||
Furniture and fixtures
|
5,665
|
5,665
|
||||||
Less: Accumulated depreciation
|
(339,579
|
)
|
(295,180
|
)
|
||||
Total Fixed Assets
|
81,986
|
110,885
|
||||||
Other Non-current Assets:
|
||||||||
Deposit
|
12,193
|
12,193
|
||||||
Investment (AC Kinetics)
|
-
|
500,000
|
||||||
Note receivable
|
513,654
|
-
|
||||||
Goodwill
|
1,936,020
|
1,936,020
|
||||||
Total Other Non-current Assets
|
2,461,867
|
2,448,213
|
||||||
Total Assets
|
$
|
15,739,250
|
$
|
8,773,161
|
||||
Liabilities and Stockholders' Equity:
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
3,023,561
|
$
|
2,164,283
|
||||
Income tax payable
|
12,600
|
7,500
|
||||||
Note payable - Sterling National Bank
|
6,620,023
|
2,275,534
|
||||||
Notes and loans payable to related parties
|
1,301,596
|
2,064,034
|
||||||
Total Current Liabilities
|
10,957,780
|
6,511,351
|
||||||
Commitments and Contingent Liabilities (Note 5):
|
||||||||
Stockholders' Equity:
|
||||||||
Preferred Stock, Series A, par value $.001 per share, authorized 6,666,667 shares, issued -0- shares
|
-
|
-
|
||||||
Preferred Stock, Series B-1, par value $.0001 per share, authorized 3,333,333 shares, issued -0- shares
|
-
|
-
|
||||||
Preferred Stock, Series C, par value $1.00 per share, authorized 67 shares, issued-0-shares
|
-
|
-
|
||||||
Common Stock, par value $.0001 per share, authorized 56,666,667 shares, issued 48,132,664 shares
|
4,813
|
4,813
|
||||||
Additional paid-in capital
|
7,390,697
|
7,344,115
|
||||||
Accumulated deficit
|
(2,614,040
|
)
|
(5,087,118
|
)
|
||||
Total Stockholders' Equity
|
4,781,470
|
2,261,810
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
15,739,250
|
$
|
8,773,161
|
||||
The accompanying notes are an integral part of these financial statements.
|
CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
For the Three Months Ended
|
For the Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues, net
|
$
|
11,692,146
|
$
|
7,747,450
|
$
|
22,672,551
|
$
|
8,750,951
|
||||||||
Cost of sales
|
(8,841,148
|
)
|
(5,767,306
|
)
|
(17,079,271
|
)
|
(6,410,197
|
)
|
||||||||
Gross Profit
|
2,850,998
|
1,980,144
|
5,593,280
|
2,340,754
|
||||||||||||
Operating Expenses:
|
||||||||||||||||
Sales and marketing
|
488,057
|
16,716
|
903,888
|
185,229
|
||||||||||||
Compensation
|
325,283
|
313,953
|
949,753
|
1,007,341
|
||||||||||||
Professional fees
|
111,339
|
56,947
|
286,681
|
202,511
|
||||||||||||
Product development
|
127,367
|
74,747
|
227,552
|
181,157
|
||||||||||||
Other general and administrative
|
195,046
|
158,796
|
501,458
|
407,114
|
||||||||||||
Total Operating Expenses
|
1,247,092
|
621,159
|
2,869,332
|
1,983,352
|
||||||||||||
Net Operating Income
|
1,603,906
|
1,358,985
|
2,723,948
|
357,402
|
||||||||||||
Other Income (Expense):
|
||||||||||||||||
Interest income
|
13,664
|
-
|
13,664
|
-
|
||||||||||||
Interest expense
|
(103,363
|
)
|
(111,654
|
)
|
(227,522
|
)
|
(205,933
|
)
|
||||||||
Total Other Income (Expense)
|
(89,699
|
)
|
(111,654
|
)
|
(213,858
|
)
|
(205,933
|
)
|
||||||||
Income Before Tax Provision
|
1,514,207
|
1,247,331
|
2,510,090
|
151,469
|
||||||||||||
Provision for Income Tax
|
(24,412
|
)
|
-
|
(37,012
|
)
|
-
|
||||||||||
Net Income
|
$
|
1,489,795
|
$
|
1,247,331
|
$
|
2,473,078
|
$
|
151,469
|
||||||||
Net Income per Common Share
|
||||||||||||||||
Basic
|
$
|
0.031
|
$
|
0.026
|
$
|
0.051
|
$
|
0.003
|
||||||||
Diluted
|
$
|
0.031
|
$
|
0.026
|
$
|
0.051
|
$
|
0.003
|
||||||||
Weighted Average Common Shares Outstanding
|
||||||||||||||||
Basic
|
48,132,664
|
48,132,664
|
48,132,664
|
46,057,590
|
||||||||||||
Diluted
|
48,371,158
|
48,132,664
|
48,320,017
|
46,057,590
|
||||||||||||
The accompanying notes are an integral part of these financial statements.
|
CAPSTONE COMPANIES, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
For the Nine Months Ended
|
||||||||
September 30,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net Income
|
$
|
2,473,078
|
$
|
151,469
|
||||
Adjustments necessary to reconcile net income to net cash (used in) operating activities:
|
||||||||
Depreciation and amortization
|
44,400
|
49,311
|
||||||
Accrued interest on note receivable
|
(13,654
|
)
|
-
|
|||||
Stock based compensation expense
|
46,581
|
81,219
|
||||||
Accrued sales allowance
|
(94,203
|
)
|
(196,978
|
)
|
||||
(Increase) decrease in accounts receivable
|
(6,755,174
|
)
|
(6,376,672
|
)
|
||||
(Increase) decrease in inventory
|
(275,049
|
)
|
38,337
|
|||||
(Increase) decrease in prepaid expenses
|
43,764
|
(371,317
|
)
|
|||||
(Increase) decrease in other assets
|
-
|
14,456
|
||||||
Increase (decrease) in accounts payable and accrued liabilities
|
958,580
|
1,167,729
|
||||||
Increase (decrease) in accrued interest on notes payable
|
(168,492
|
)
|
148,385
|
|||||
Net cash (used in) operating activities
|
(3,740,169
|
)
|
(5,294,061
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(15,501
|
)
|
(58,194
|
)
|
||||
Net cash (used in) investing activities
|
(15,501
|
)
|
(58,194
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from notes payable
|
19,393,834
|
5,791,914
|
||||||
Repayments of notes payable
|
(15,049,345
|
)
|
(1,895,194
|
)
|
||||
Proceeds from notes and loans payable to related parties
|
860,000
|
2,500,000
|
||||||
Repayments of notes and loans payable to related parties
|
(1,453,946
|
)
|
(1,100,000
|
)
|
||||
Net cash provided by financing activities
|
3,750,543
|
5,296,720
|
||||||
Net (Decrease) in Cash and Cash Equivalents
|
(5,127
|
)
|
(55,535
|
)
|
||||
Cash and Cash Equivalents at Beginning of Period
|
364,714
|
313,856
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
359,587
|
$
|
258,321
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
396,014
|
$
|
57,549
|
||||
Income taxes
|
$
|
31,912
|
$
|
-
|
||||
$
|
427,926
|
$
|
57,549
|
|||||
Non-cash financing and investing activities:
|
||||||||
Conversion of Series C Preferred Stock to Common Stock
|
$
|
-
|
$
|
1,000
|
||||
Sale of Investment for Note receivable
|
$
|
500,000
|
$
|
-
|
||||
The accompanying notes are an integral part of these financial statements.
|
3 months ended
September 30, 2016
|
9 months ended
September 30, 2016
|
|||||||
Basic weighted average shares outstanding
|
48,132,664
|
48,132,664
|
||||||
Dilutive warrants
|
238,494
|
187,353
|
||||||
Diluted weighted average shares outstanding
|
48,371,158
|
48,320,017
|
Year Ended December, 31,
|
US
|
HK
|
Total
|
|||||||||
2016
|
$
|
66,870
|
$
|
37,274
|
$
|
104,144
|
||||||
2017
|
92,256
|
$
|
20,322
|
112,578
|
||||||||
2018
|
93,885
|
0
|
93,885
|
|||||||||
2019
|
95,570
|
0
|
95,570
|
|||||||||
2020
|
7,964
|
0
|
7,964
|
|||||||||
Total future lease obligation
|
$
|
356,545
|
$
|
57,596
|
$
|
414,141
|
Weighted
|
||||||||||||||||
Weighted
|
Average
|
|||||||||||||||
Average
|
Remaining
|
Aggregate
|
||||||||||||||
Exercise
|
Contractual
|
Intrinsic
|
||||||||||||||
Shares
|
Price
|
Term (Years)
|
Value
|
|||||||||||||
Outstanding, December 31, 2015
|
5,272,227
|
$
|
0.435
|
1.73
|
$
|
-
|
||||||||||
Granted
|
210,000
|
0.435
|
5.24
|
-
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Forfeited/expired
|
(300,001
|
)
|
-
|
-
|
-
|
|||||||||||
Outstanding, September 30, 2016
|
5,182,226
|
$
|
0.435
|
1.01
|
$
|
-
|
||||||||||
Vested/exercisable at December, 31, 2015
|
5,062,227
|
$
|
0.435
|
1.60
|
$
|
-
|
||||||||||
Vested/exercisable at September, 30, 2016
|
4,972,224
|
$
|
0.435
|
1.05
|
$
|
-
|
2016
|
2015
|
|||||||
AC Kinetics Series A Convertible Preferred Stock
|
$
|
-
|
$
|
500,000
|
· |
our expectations regarding growth and changes in the consumer product markets in which we sell our products and in the consumer specialty lighting industry;
|
· |
our expectation regarding increasing demand for our products and changes in consumer tastes;
|
· |
our belief that we will be able to effectively compete with our competitors and increase or maintain our market share as well as our prospects in new geographical markets and in any new ventures or product lines;
|
· |
our expectations with respect to increased revenue growth and our ability to achieve profitability resulting from increases in our production volumes or changes or expansion of our product lines;
|
· |
our ability to obtain affordable funding when required; and
|
· |
our future business development and results of operations and financial condition, including any efforts to penetrate new markets in the world or to launch new product lines.
|
·
|
Designed to make everyday tasks or usage simpler and more enjoyable for consumers;
|
·
|
While continuing to focus on increased profit margins, the products must be affordable to win at the point of sale and deliver increased revenues for retail partners;
|
·
|
The products must represent significant value when compared with items produced or marketed by competitive consumer product companies; and
|
·
|
Wherever feasible, the products must be unique to the market whether this be accomplished though design techniques, added functionality or some proprietary innovation.
|
Payments Due by Period
|
||||||||||||||||||||
Total
|
2016
|
2017
|
2018
|
After 2019
|
||||||||||||||||
(In thousands)
|
||||||||||||||||||||
Accounts Payable and accrued expense
|
$
|
3,036,161
|
$
|
3,036,161
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Notes Payable Sterling Factors
|
6,620,023
|
6,620,023
|
-
|
-
|
-
|
|||||||||||||||
Notes and loans payable to related parties-current maturities
|
1,301,596
|
1,301,596
|
-
|
-
|
-
|
|||||||||||||||
Operating Leases
|
414,141
|
104,144
|
112,578
|
93,885
|
103,534
|
|||||||||||||||
Interest on Short-Term Debt
|
40,250
|
20,125
|
20,125
|
-
|
-
|
|||||||||||||||
Total Contractual Obligations
|
$
|
11,412,171
|
$
|
11,082,049
|
$
|
132,703
|
$
|
93,885
|
$
|
103,534
|
For the Nine Months Ended
|
||||||||
(In thousands)
|
September 30, 2016
|
September 30, 2015
|
||||||
Net cash provided by (used in):
|
||||||||
Operating Activities
|
$
|
(3,740
|
)
|
$
|
(5,294
|
)
|
||
Investing Activities
|
$
|
(15
|
)
|
$
|
(58
|
)
|
||
Financing Activities
|
$
|
3,751
|
$
|
5,297
|
· |
The possibility of expropriation, confiscatory taxation or price controls;
|
· |
Adverse changes in local investment or exchange control regulations;
|
· |
Political or economic instability, government nationalization of business or industries, government corruption, and civil unrest;
|
· |
Legal and regulatory constraints;
|
· |
Tariffs and other trade barriers, including trade disputes between the U.S. and China;
|
· |
Political or military conflict between the U.S. and China resulting in adverse or restricted access by U.S.-based companies to Chinese manufacturing and markets; and
|
· |
Possible difficulty in enforcing contractual and intellectual property rights.
|
1. |
Election of the following five nominees of the Company management for election to the Board of Directors for the term commencing upon their election and assumption of the office until the election and assumption of office by their successors at 2017 annual meeting of Shareholders or other 2017 election of directors:
|
a. |
Stewart Wallach;
|
b. |
James G. McClinton;
|
c. |
Jeffrey Postal;
|
d. |
Jeffrey Guzy; and
|
e. |
Larry Sloven.
|
2. |
Ratification of the appointment of Mayer Hoffman McCann, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2016.
|
3. |
Approval of a proposed reverse stock split of the outstanding shares of the Common Stock at the ratio of 1-for-15 and a corresponding reduction in the number of authorized shares of Common Stock and Preferred Stock (the "Reverse Stock Split").
|
4. |
Approval of a proposed amendment to Article VI of the Company Amended and Restated Articles of Incorporation to provide that the Company's Board of Directors may amend the Articles of Incorporation without shareholder approval to the extent allowed under Florida laws.
|
5. |
Approval of three-year "say on pay" (an advisory, non-binding approval) for the senior executive officers of the Company.
|
EXHIBIT #
|
EXHIBIT TITLE
|
3.1
|
Amendment to Amended and Restated Articles of Incorporation of Capstone Companies, Inc., dated June 7, 2016 *
|
31.1
|
Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes Oxley Act of 2002 ^
|
31.2
|
Certifications of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes Oxley Act of 2002 ^
|
32.1
|
Certification of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, ^
|
32.2
|
Certification of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, ^
|
/s/ Stewart Wallach
|
||
Stewart Wallach
|
Chief Executive Officer
|
|
Principal Executive Officer
|
||
/s/James G. McClinton
|
||
James G. McClinton
|
Chief Financial Officer and
|
|
Principal Operation Executive
|
Chief Operating Officer
|
1. |
I have reviewed this quarterly report on Form 10-Q of Capstone Companies, Inc.
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
|
4. |
The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
|
5. |
The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
|
4. |
The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
|
5. |
The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Oct. 24, 2016 |
|
Document and Entity Information | ||
Entity Registrant Name | CAPSTONE COMPANIES, INC. | |
Entity Trading Symbol | capc | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 0000814926 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 48,132,664 | |
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 | 2016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Parentheticals | ||
Preferred Stock, Series A, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Series A, shares authorized | 6,666,667 | 6,666,667 |
Preferred Stock, Series A, shares issued | 0 | 0 |
Preferred Stock, Series B-1, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Series B-1, shares authorized | 3,333,333 | 3,333,333 |
Preferred Stock, Series B-1, shares issued | 0 | 0 |
Preferred Stock, Series C, par value | $ 1.00 | $ 1.00 |
Preferred Stock, Series C, shares authorized | 67 | 67 |
Preferred Stock, Series C, shares issued | 0 | 0 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 56,666,667 | 56,666,667 |
Common Stock, shares issued | 48,132,664 | 48,132,664 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Revenues: | ||||
Revenues, net | $ 11,692,146 | $ 7,747,450 | $ 22,672,551 | $ 8,750,951 |
Cost of sales | (8,841,148) | (5,767,306) | (17,079,271) | (6,410,197) |
Gross Profit | 2,850,998 | 1,980,144 | 5,593,280 | 2,340,754 |
Operating Expenses: | ||||
Sales and marketing | 488,057 | 16,716 | 903,888 | 185,229 |
Compensation | 325,283 | 313,953 | 949,753 | 1,007,341 |
Professional fees | 111,339 | 56,947 | 286,681 | 202,511 |
Product development | 127,367 | 74,747 | 227,552 | 181,157 |
Other general and administrative | 195,046 | 158,796 | 501,458 | 407,114 |
Total Operating Expenses | 1,247,092 | 621,159 | 2,869,332 | 1,983,352 |
Net Operating Income | 1,603,906 | 1,358,985 | 2,723,948 | 357,402 |
Other Income (Expense): | ||||
Interest income | 13,664 | 0 | 13,664 | 0 |
Interest expense | (103,363) | (111,654) | (227,522) | (205,933) |
Total Other Income (Expense) | (89,699) | (111,654) | (213,858) | (205,933) |
Income Before Tax Provision | 1,514,207 | 1,247,331 | 2,510,090 | 151,469 |
Provision for Income Tax | (24,412) | 0 | (37,012) | 0 |
Net Income | $ 1,489,795 | $ 1,247,331 | $ 2,473,078 | $ 151,469 |
Net Income per Common Share | ||||
Basic. | $ 0.031 | $ 0.026 | $ 0.051 | $ 0.003 |
Diluted. | $ 0.031 | $ 0.026 | $ 0.051 | $ 0.003 |
Weighted Average Common Shares Outstanding | ||||
Basic | 48,132,664 | 48,132,664 | 48,132,664 | 46,057,590 |
Diluted | 48,371,158 | 48,132,664 | 48,320,017 | 46,057,590 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||||||||||||||||||||||||||||||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Capstone Companies, Inc. ("CAPC" or the "Company" or "Capstone"), a Florida corporation (formerly, "CHDT Corporation") and its wholly-owned subsidiaries is presented to assist in understanding the Company's consolidated financial statements. The accounting policies conform to accounting principles generally accepted in the United States of America ("U.S. GAAP") and have been consistently applied in the preparation of the consolidated financial statements.
Reverse Stock Split
On May 24, 2016, the Company's Board and stockholders holding a majority of stockholder's votes approved a reverse split of common stock at a ratio of 15 old for 1 new. The Company effectuated the reverse split on Monday July 25, 2016 and the Company's shares of common stock began trading on a post reverse split basis on July 25, 2016. The par value of the Company's common stock and preferred stock was not adjusted as a result of the reverse split. All issued and outstanding common stock, options for common stock, warrants and per share amounts have been retroactively adjusted to reflect this reverse stock split for all periods presented.
Basis of Presentation
The condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the Company's financial position as of September 30, 2016 and results of operations and cash flows for the three months and nine months ended September 30, 2016 and 2015. All significant intercompany accounts and transactions are eliminated in consolidation. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC") relating to interim financial statements and in conformity with US GAAP. Certain information and note disclosures have been condensed or omitted in the condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Annual Report").
The operating results for any interim period are not necessarily indicative of the operating results to be expected for any other interim period or the full fiscal year.
Nature of Business
Since the beginning of fiscal year 2007, the Company has been primarily engaged in the business of developing, marketing and selling consumer products through national and regional retailers and distributors in North America. Capstone currently operates in five primary product categories: Induction Charged Power Failure Lights; LED Night Lights and Power Failure Lights; Motion Sensor Lights; Wireless Remote Control Outlets and Wireless Remote Control Accent Lights. The Company's products are typically manufactured in China by third-party manufacturing companies.
Inventory
The Company's inventory, recorded at lower of cost (first-in, first-out) or market, consists of finished goods for resale by Capstone, totaling $480,758 and $205,708 at September 30, 2016 and December 31, 2015, respectively.
Net Income (Loss) Per Common Share
Basic earnings per common share were computed by dividing net income or loss by the weighted average number of shares of common stock outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For calculation of the diluted net income per share, the basic weighted average number of shares is increased by the dilutive effect of stock options using the treasury stock method. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. At September 30, 2016 and September 30, 2015, the total number of potentially dilutive common stock equivalents was 5,818,700 and 5,908,696, respectively.
Basic weighted average shares outstanding is reconciled to diluted weighted shares outstanding as follows:
Cost Method of Accounting for Investment
Investments in equity securities that do not have readily determinable fair values and do not qualify for consolidation or the equity method are carried at cost. Dividends received from those companies are included in other income. Dividends received in excess of the Company's proportionate share of accumulated earnings are applied as a reduction of the cost of the investment. Other than temporary impairments to fair value are charged against current period income.
Revenue Recognition
Product sales are recognized when an agreement of sale exists, product delivery has occurred, pricing is fixed or determinable, and collection is reasonably assured.
Allowances for sales returns, rebates and discounts are recorded as a component of net sales in the period the allowances are recognized. In addition, accrued liabilities contained in the accompanying condensed consolidated balance sheets include accruals for estimated amounts of credits to be issued in future years based on potentially defective product, other product returns and various allowances.
On April 22, 2016, the Company received a credit of approximately $479,000 from its major vendor to cover customer returns of products from sales that occurred in 2015 and promotional allowances for 2016 sales. A credit of $126,000 was applied to invoices due to the vendor during the period ended June 30, 2016 and the remaining credit balance of $353,000 was applied to invoices due to the vendor during the period ended September 30, 2016.
During the nine-month period ending September 30, 2016 and 2015, Capstone determined that $94,203 and $196,978, respectively of previously accrued promotional allowances were no longer required. The reduction of promotional allowances is included in net revenues for the nine month periods ended September 30, 2016 and 2015.
Advertising and Promotion
Advertising and promotion costs, including advertising, public relations, and trade show expenses, are expensed as incurred and included in sales and marketing expenses. Advertising and promotion expense was $65,406 and $3,301 for the three months and $138,846 and $98,461 for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, and December 31, 2015, the Company has $275,019 in capitalized advertising costs included in prepaid expenses on the balance sheet.
Shipping and Handling
The Company's shipping and handling costs, are included in sales and marketing expenses and amounted to $59,604 and $11,765 for the three months and $117,000 and $45,588 for the nine months ended September 30, 2016 and 2015, respectively. . Income Taxes
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") 740 Income Taxes. ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company and its U.S. subsidiaries intend to file consolidated income tax returns.
Stock-Based Compensation
The Company accounts for stock-based compensation under the provisions of ASC 718 Compensation- Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values.
ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The value of options is determined using the Binomial Lattice (Suboptimal) option pricing model with estimate of option lives, stock price volatility and interest rates, then expressed over the periods of service. Changes in the estimated inputs or using option value methods could result in materially different option values and share based compensation expense.
Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.
In conjunction with the adoption of ASC 718, the Company adopted the straight-line single option method of attributing the value of stock-based compensation expense. As stock-based compensation expense is recognized during the period based on awards ultimately expected to vest, it is subject to reduction for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. As for the periods ended September 30, 2016 and 2015, there were no material amounts subject to forfeiture.
The Company recognizes compensation expense paid with common stock and other equity instruments issued for assets and services received based upon the fair value of the assets/services or the equity instruments issued, whichever is more readily determined.
As of the date of this report, the Company has not adopted a method to account for the tax effects of stock-based compensation pursuant to ASC 718 and related interpretations. However, whereas the Company has substantial net operating losses to offset future taxable income and its current deferred tax asset is completely reduced by the valuation allowance, no material tax effects are anticipated.
Stock-based compensation for the three-month period ended September 30, 2016 and 2015 totaled $18,081 and $22,353, respectively. Stock-based compensation for the nine-month period ended September 30, 2016 and 2015 totaled $46,581 and $81,219, respectively.
Significant Accounting Policies and Estimates
The Company's significant accounting policies are disclosed in the 2015 Annual Report. Since the date of the 2015 Annual Report, there have been no material changes to the Company's significant accounting policies. The preparation of the condensed consolidated financial statements in conformity with "US GAAP" requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions include valuing equity securities, allowance for doubtful accounts, note receivables, inventory reserves, deferred taxes, and related valuation allowances, and the fair value of long lived assets, intangibles, goodwill and contingent consideration. Actual results could differ from the estimates.
Recent Accounting Standards
In May 2014, the FASB made available ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606. ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue RecognitionConstruction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and Intangible Assets within the scope of Topic 350, IntangiblesGoodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:
Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
In August 2015, the effective date of this guidance was deferred by one year and now will be effective for the Company's annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), ("ASU 2016-08"). This ASU clarifies the implementation guidance on principal versus agent considerations. The updated guidance improves the understandability of determining whether an entity is a principal or agent, the nature of the good or service, and involvement of other parties in a sale. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) ("ASU 2016-10"). ASU 2016-10 clarifies two aspects of Topic 606: identifying performance obligation and the licensing implementation guidance, while retaining the related principles for those areas. The amendments in ASU 2016-08 and ASU 2016-10 are effective in conjunction with ASU 2015-14. The Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC 820, Fair Value Measurements, and as such these investments may be measured at cost. ASU 2016-01 will be effective for the Company's fiscal year beginning after December 15, 2017 and subsequent interim periods. The adoption of ASU 2016-01 is not expected to have a material effect on the Company's consolidated financial statements.
In March 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on effective interest rate method or a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP. ASU 2016-02 will be effective for the Company's fiscal year beginning after December 15, 2018 and subsequent interim periods. The Company is currently evaluating the impact of the adaption of ASU 2016-02 will have on the Company's consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company's fiscal year beginning after December 15, 2016 and subsequent interim periods. The Company is currently evaluating the impact that the adoption of ASU 2016-09 will have on the Company's consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). ASU 2016-015 reduces the existing diversity in practice in financial reporting across all industries by clarifying certain existing principles in ASC 230, Statement of Cash Flows, including providing additional guidance on how and what an entity should consider in determining the classification of certain cash flows. ASU 2016-15 will be effective for the Company's fiscal year beginning after December 15, 2017 and subsequent interim periods. The adoption of ASU 2016-15 will modify the Company's current disclosures and reclassifications within the consolidated statement of cash flows but is not expected to have a material effect on the Company's consolidated financial statements.
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financials properly reflect the change. |
CONCENTRATIONS OF CREDIT RISK AND ECONOMIC DEPENDENCE |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
CONCENTRATIONS OF CREDIT RISK AND ECONOMIC DEPENDENCE | |
CONCENTRATIONS OF CREDIT RISK AND ECONOMIC DEPENDENCE | NOTE 2 - CONCENTRATIONS OF CREDIT RISK AND ECONOMIC DEPENDENCE
Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and accounts receivable.
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.
Cash and Cash Equivalents The Company at times has cash and cash equivalents with its financial institution in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. The Company places its cash and cash equivalents with high credit quality financial institutions which minimize these risks. As of September 30, 2016, the Company had $0 funds in excess of FDIC limits.
Accounts Receivable
The Company grants credit to its customers, substantially all of whom are retail establishments located throughout the United States and their international locations. The Company typically does not require collateral from customers. Credit risk is limited due to the financial strength of the customers comprising the Company's customer base and their dispersion across different geographical regions. The
Company monitors exposure of credit losses and maintains allowances for anticipated losses considered necessary under the circumstances.
Major Customers
The Company had two customers who comprised 55% and 36% of net revenue during the nine-month period ended September 30, 2016 and one customer who comprised 84% of net revenue during the nine-month period ended September 30, 2015. The loss of these customers would adversely impact the business of the Company.
Approximately 8% and 8% of the Company's net revenue for the nine- month periods ended September 30, 2016 and 2015, respectively, was from international sales.
As of September 30, 2016, approximately 97% of accounts receivable were from two customers. As of December 31, 2015, approximately 99% of accounts receivable were from two customers.
Major Vendors
The Company had two vendors from which it purchased 89% and 8% of merchandise sold during the nine-month period ended September 30, 2016, and two vendors from which it purchased 57% and 35 % of merchandise sold during the nine-month period ended September 30, 2015. The loss of these suppliers could adversely impact the business of the Company.
As of September 30, 2016, approximately 80% of accounts payable were due to two vendors. As of December 31, 2015, approximately 95% of accounts payable were due to two vendors. |
NOTES PAYABLE |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
NOTES PAYABLE | |
NOTES PAYABLE | NOTE 3 NOTES PAYABLE
Sterling National Bank
On September 8, 2010, in order to fund increasing accounts receivables and support working capital needs, Capstone secured a Financing Agreement from Sterling Capital Funding (now called Sterling National Bank), located in New York, whereby Capstone receives funds for assigned retailer shipments. The assignments provide funding for an amount up to 85% of net invoices submitted. There is a base management fee equal to .45% of the gross invoice amount. The interest rate of the loan advance is .25% above Sterling National Bank's Base Rate which at time of closing was 5%. As of September 30, 2016, the interest rate on the loan was 5.25%. The amounts borrowed under this agreement are due on demand and secured by a right to set-off on or against any of the following (collectively as "Collateral"): all accounts including those at risk, all reserves, instruments, documents, notes, bills and chattel paper, letter of credit rights, commercial tort claims, proceeds of insurance, other forms of obligations owing to Sterling National Bank, bank and other deposit accounts whether or not reposed with affiliates, general intangibles (including without limitation all tax refunds, contract rights, trade names, trademarks, trade secrets, customer lists, software and all other licenses, rights, privileges and franchises), all balances, sums and other property at any time to our credit or in Sterling National Bank's possession or in the possession of any Sterling Affiliates, together with all merchandise, the sale of which resulted in the creation of accounts receivable and in all such merchandise that may be returned by customers and all books and records relating to any of the foregoing, including the cash and non-cash proceeds of all of the foregoing.
Capstone and Howard Ullman, the previous Chairman of the Board of Directors of CAPC, had personally guaranteed Capstone's obligations under the Financing Agreement.
On July 15, 2011, Stewart Wallach, Chief Executive Officer, individually and accepted by Sterling National Bank, agreed to replace Howard Ullman as the sole personal guarantor to Sterling National Bank for all of Capstone's loans previously guaranteed by Howard Ullman.
Effective June 15, 2016, Sterling National Bank released Stewart Wallach of all obligations of Capstone ("the Guaranty") assumed by him by the Letter Agreement dated July 15, 2011.
As of September 30, 2016, and December 31, 2015, the balance due to Sterling National Bank was $6,620,023 and $2,275,534, respectively.
As of September 30, 2016, the maximum amount that can be borrowed on this credit line is $7,000,000. |
NOTES AND LOANS PAYABLE TO RELATED PARTIES |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
NOTES AND LOANS PAYABLE TO RELATED PARTIES | |
NOTES AND LOANS PAYABLE TO RELATED PARTIES | NOTE 4 NOTES AND LOANS PAYABLE TO RELATED PARTIES
As of September 30, 2016, the Company had three notes and loans payable due to one officer, director and related party. Total notes and loan payable due to related parties at September 30, 2016 was $1,301,596. These various notes and loans payable carry an 8 % interest rate, with maturities dates of April 3, 2017. |
COMMITMENTS AND CONTINGENCIES |
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COMMITMENTS AND CONTINGENCIES | NOTE 5 COMMITMENTS AND CONTINGENCIES
Operating Leases
On June 29, 2007, the Company relocated its principal executive offices and sole operations facility to 350 Jim Moran Blvd., Suite 120, Deerfield Beach, Florida 33442, which is located in Broward County. This space consists of 4,000 square rentable feet and was leased on a month to month basis.
Capstone entered into a new lease agreement for the same office space as currently located. The new lease agreement dated January 17, 2014, and effective February 1, 2014, has a 3-year term with a base annual rent of $87,678 paid in equal monthly installments. The Company has the one-time option to renew the lease for three (3) years subject to a 3% increase per each year of the renewal term. On October 18, 2016, the Company has confirmed that it will be exercising the three (3) years renewal option of the lease. Under the lease agreement, Capstone is responsible for a portion of common area maintenance charges and any other utility consumed in the leased premises.
Capstone International Hong Kong Ltd. entered into a two-year lease agreement for office space at 303 Hennessy Road, Wanchai, Hong Kong. The agreement was for the period from February 17, 2014, to February 16, 2016. This lease has a base annual rent of $48,000 (HK$ 372,000) paid in equal monthly installments. This lease has been extended for a further three (3) months until May 16, 2016. This lease has been further renewed for another (12) months ending May 16, 2017 with a base annual rate of $48,775 paid in equal monthly installments.
Rent expense amounted to $35,610 and $35,144 for the three-month periods ended September 30, 2016 and 2015, respectively. Rent expense amounted to $107,245 and $105,503 for the nine month periods ended September 30, 2016 and 2015, respectively.
The future lease obligation under these agreements are as follows:
Consulting Agreements
On July 1, 2015, the Company entered into a consulting agreement with George Wolf, whereby Mr. Wolf will be paid $10,500 per month through December 31, 2015 and $12,500 per month from January 1, 2016 through December 31, 2017. The agreement can be terminated upon 30 days' notice by either party. The Company may, in its sole discretion at any time after December 31, 2015 convert Mr. Wolf to a full-time Executive status. The annual salary and term of employment would be equal to that outlined in the consulting agreement.
Employment Agreements
On February 5, 2008, the Company entered into an Employment Agreement with Stewart Wallach, whereby Mr. Wallach will be paid $225,000 per annum. As part of the agreement, Mr. Wallach will receive a minimum increase of 5% per year. An amount of $40,233 has been accrued and is included in the September 30, 2016 and December 31, 2015 consolidated balance sheets as part of accounts
payable and accrued expenses for deferred wages from 2011. The initial term of the contract began February 5, 2008, ended on February 5, 2011, but the term of the contract was extended for an additional two years through February 5, 2013. The Company's Compensation Committee further extended the agreement with the same terms for an additional three years.
On February 5, 2016, the Company entered into a new Employment Agreement with Stewart Wallach, whereby Mr. Wallach will be paid $287,163 per annum. As part of the agreement, the base salary will be reviewed annually by the Compensation Committee for a potential increase, to at least reflect increases in the cost of living, but only if the Company shows a net profit for the year. The initial term of this new agreement began February 5, 2016 and ends February 5, 2018. The parties may extend the employment period of this agreement by mutual consent with approval of the Company's Board of Directors, but the extension may not exceed two years in length.
On February 5, 2008, the Company entered into an Employment Agreement with James McClinton, Chief Financial Officer. Mr. McClinton was paid $150,000 per annum. As part of the agreement, Mr. McClinton received a minimum increase of 5% per year. An amount of $572 has been accrued and is included in the September 30, 2016 and December 31, 2015 consolidated balance sheets as part of accounts payable and accrued expenses for deferred wages from 2011. The term of the initial contract began February 5, 2008, and ended February 5, 2011, but the term of the contract was extended for an additional two years through February 5, 2013. The Company's Compensation Committee further extended the agreement with the same terms for an additional three years through February 5, 2016.
On February 5, 2016, the Company entered into a new Employment Agreement with James McClinton, whereby Mr. McClinton will be paid $191,442 per annum. As part of the agreement, the base salary will be reviewed annually by the Compensation Committee for a potential increase, to at least reflect increases in the cost of living, but only if the Company shows a net profit for the year. The initial term of this new agreement began February 5, 2016 and ends February 5, 2018. The parties may extend the employment period of this agreement by mutual consent with approval of the Company's Board of Directors, but the extension may not exceed one year in length. |
STOCK TRANSACTIONS |
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STOCK TRANSACTIONS | NOTE 6 - STOCK TRANSACTIONS
Warrants
During September and October 2007, the Company issued 2,121,569 shares of common stock for cash at $0.255 per share, or $541,000 total as part of a Private Placement under Rule 506 of Regulation D. Along with the stock, each investor also received a warrant to purchase 30% of the shares purchased in the Private Placement. A total of 636,474 warrants were issued and remain outstanding at September 30,2016. The warrants are ten year warrants and have an exercise price of $0.255 per share.
Options
In 2005, the Company authorized the 2005 Equity Plan that made available 666,667 of common stock for issuance through awards of options, restricted stock, stock bonuses, stock appreciation rights and restricted stock units.
On January 2, 2015, the Company granted 200,000 stock options to two directors of the Company and 10,000 stock options to the Company Secretary. The options vested on August 5, 2015.
On August 6, 2015, the Company granted 200,000 stock options to two directors of the Company and 10,000 stock options to the Company Secretary. The options will vest on August 5, 2016.
On July 20, 2016, the Company granted 200,000 stock options to two directors of the Company and 10,000 stock options to the Company Secretary. These options have a strike price of $.435 with an effective date of August 6, 2016 and will vest on August 5, 2017.
In applying the Binomial Lattice (Suboptimal) option pricing model to stock option granted, the Company used the following weighted average assumptions: The following assumptions were used in the fair value calculations of options granted during the nine month periods ended September 30, 2016 and 2015:
Risk free interest rate 1.13 2.23% Expected term 5 to 10 years Expected volatility of stock 500% Expected dividend yield 0% Suboptimal Exercise Behavior Multiple 2.0 Number of Steps 150
The risk-free interest rate is based on rates of treasury securities with the same expected term as the options. The Company uses the expected term of employee and director stock-based options. The Company is utilizing an expected volatility figure based on a review of the Company's historical volatility, over a period of time, equivalent to the expected life of the instrument being valued.
The expected dividend yield is based upon the fact that the Company has not historically paid dividends, and does not expect to pay dividends in the near future.
For the period ended September 30, 2016, the Company recognized compensation expense of $46,581 related to these stock options. A further compensation expense of $20,475 will be recognized for these options in 2016 and a further $48,825 will be recognized in 2017.
A summary of the stock option activity during the nine months ended September 30, 2016 is presented below:
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INCOME TAXES |
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INCOME TAXES | |
INCOME TAXES | NOTE 7 - INCOME TAXES
As of September 30, 2016, the Company had significant net operating loss carry forwards remaining that will begin to expire in 2033. The Company has determined that a full valuation allowance against its net deferred taxes is necessary as of September 30, 2016 and December 31, 2015.
The Company is subject to income taxes in the U.S. federal jurisdiction, various state jurisdictions and certain other jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the relaxed tax laws and regulations and require significant judgment to apply. The Company is not subject to U.S. federal, state and local tax examinations by tax authorities for the years 2012 and prior.
If the Company were to subsequently record an unrecognized tax benefit, associated penalties and tax related interest expense would be reported as a component of income tax expense.
The provision for income taxes for the three and nine-month periods ended September 30, 2016 was calculated based on estimated annual effective rate for the full 2016 calendar year, adjusted for an income tax benefit from the expected utilization of net operating loss carryforwards.
The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. |
COST METHOD INVESTMENTS |
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COST METHOD INVESTMENTS | NOTE 8 COST METHOD INVESTMENTS AND NOTE RECEIVABLE
On January 15, 2013, the Company entered into an agreement with AC Kinetics, Inc. ("AC Kinetics") to purchase 100 shares of AC Kinetics Series A Preferred Stock for $500,000. These shares carry a liquidation preference in the amount of $500,000, are convertible at the Company's demand into 3% of the outstanding shares of AC Kinetics common stock and have anti-dilution protection.
In addition, the Company and AC Kinetics agreed to cooperate in the development and commercialization of consumer and industrial products to be solely owned by the Company. AC Kinetics will be the Company's advanced product developer. AC Kinetics will notify
the appropriate technology departments at the Massachusetts Institute of Technology ("MIT") of the Company's ability and desire to commercialize consumer and industrial products developed in the MIT incubator departments.
The Company and AC Kinetics also entered into a royalty agreement whereby, the Company would receive a 7% royalty on any licensing revenues received by AC Kinetics for products sold by them. This royalty agreement will terminate upon receipt by the Company of royalties of $500,000.
The aggregate carrying amount of cost method investments at September 30, 2016 and December 31, 2015 consisted of the following:
On June 8, 2016, the Board of Directors approved a Resolution to accept an offer from AC Kinetics to sell back the 100 shares of AC Kinetics Series A Preferred Stock. With acceptance of this offer the royalty agreement will also terminate. For consideration, the Company received a note for $1,500,000 that will be immediately paid to the Company on completion and funding of a Securities Purchase Agreement with a national company to purchase AC Kinetics. The note is subject to a Subordination Agreement for loans made to AC Kinetics by the national company involved in the Securities Purchase Agreement. As the note is subject to a subordination agreement, and the Securities Purchase Agreement between the national company and AC Kinetics has not been concluded, the Company has determined a $500,000 fair value of this note at September 30, 2016. As further consideration, the Company also, received an option to repurchase 1,666,667 shares of Company Common Stock held by Involve L.L.C. at an exercise price of $.15. The Agreements were signed June 27, 2016 and the option period is the 12-month period between the first option exercise date and the 36-month anniversary of the effective date of the option agreement. |
SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Reverse Stock Split | Reverse Stock Split
On May 24, 2016, the Company's Board and stockholders holding a majority of stockholder's votes approved a reverse split of common stock at a ratio of 15 old for 1 new. The Company effectuated the reverse split on Monday July 25, 2016 and the Company's shares of common stock began trading on a post reverse split basis on July 25, 2016. The par value of the Company's common stock and preferred stock was not adjusted as a result of the reverse split. All issued and outstanding common stock, options for common stock, warrants and per share amounts have been retroactively adjusted to reflect this reverse stock split for all periods presented. |
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Basis of Presentation | Basis of Presentation
The condensed consolidated financial statements contained in this report are unaudited. In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the Company's financial position as of September 30, 2016 and results of operations and cash flows for the three months and nine months ended September 30, 2016 and 2015. All significant intercompany accounts and transactions are eliminated in consolidation. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC") relating to interim financial statements and in conformity with US GAAP. Certain information and note disclosures have been condensed or omitted in the condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Annual Report").
The operating results for any interim period are not necessarily indicative of the operating results to be expected for any other interim period or the full fiscal year.
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Nature of Business | Nature of Business
Since the beginning of fiscal year 2007, the Company has been primarily engaged in the business of developing, marketing and selling consumer products through national and regional retailers and distributors in North America. Capstone currently operates in five primary product categories: Induction Charged Power Failure Lights; LED Night Lights and Power Failure Lights; Motion Sensor Lights; Wireless Remote Control Outlets and Wireless Remote Control Accent Lights. The Company's products are typically manufactured in China by third-party manufacturing companies.
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Inventory | Inventory
The Company's inventory, recorded at lower of cost (first-in, first-out) or market, consists of finished goods for resale by Capstone, totaling $480,758 and $205,708 at September 30, 2016 and December 31, 2015, respectively. |
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Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share
Basic earnings per common share were computed by dividing net income or loss by the weighted average number of shares of common stock outstanding for the reporting period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For calculation of the diluted net income per share, the basic weighted average number of shares is increased by the dilutive effect of stock options using the treasury stock method. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. At September 30, 2016 and September 30, 2015, the total number of potentially dilutive common stock equivalents was 5,818,700 and 5,908,696, respectively.
Basic weighted average shares outstanding is reconciled to diluted weighted shares outstanding as follows:
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Cost Method of Accounting for Investment | Cost Method of Accounting for Investment
Investments in equity securities that do not have readily determinable fair values and do not qualify for consolidation or the equity method are carried at cost. Dividends received from those companies are included in other income. Dividends received in excess of the Company's proportionate share of accumulated earnings are applied as a reduction of the cost of the investment. Other than temporary impairments to fair value are charged against current period income.
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Revenue Recognition, Policy | Revenue Recognition
Product sales are recognized when an agreement of sale exists, product delivery has occurred, pricing is fixed or determinable, and collection is reasonably assured.
Allowances for sales returns, rebates and discounts are recorded as a component of net sales in the period the allowances are recognized. In addition, accrued liabilities contained in the accompanying condensed consolidated balance sheets include accruals for estimated amounts of credits to be issued in future years based on potentially defective product, other product returns and various allowances.
On April 22, 2016, the Company received a credit of approximately $479,000 from its major vendor to cover customer returns of products from sales that occurred in 2015 and promotional allowances for 2016 sales. A credit of $126,000 was applied to invoices due to the vendor during the period ended June 30, 2016 and the remaining credit balance of $353,000 was applied to invoices due to the vendor during the period ended September 30, 2016.
During the nine-month period ending September 30, 2016 and 2015, Capstone determined that $94,203 and $196,978, respectively of previously accrued promotional allowances were no longer required. The reduction of promotional allowances is included in net revenues for the nine month periods ended September 30, 2016 and 2015. |
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Advertising and Promotion | Advertising and Promotion
Advertising and promotion costs, including advertising, public relations, and trade show expenses, are expensed as incurred and included in sales and marketing expenses. Advertising and promotion expense was $65,406 and $3,301 for the three months and $138,846 and $98,461 for the nine months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, and December 31, 2015, the Company has $275,019 in capitalized advertising costs included in prepaid expenses on the balance sheet. |
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Shipping and Handling |
Shipping and Handling
The Company's shipping and handling costs, are included in sales and marketing expenses and amounted to $59,604 and $11,765 for the three months and $117,000 and $45,588 for the nine months ended September 30, 2016 and 2015, respectively. |
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Income Taxes | Income Taxes
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board ("FASB") Accounting Standard Codification ("ASC") 740 Income Taxes. ASC 740 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company and its U.S. subsidiaries intend to file consolidated income tax returns. |
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Stock-Based Compensation | Stock-Based Compensation
The Company accounts for stock-based compensation under the provisions of ASC 718 Compensation- Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on estimated fair values.
ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of the grant using an option-pricing model. The value of options is determined using the Binomial Lattice (Suboptimal) option pricing model with estimate of option lives, stock price volatility and interest rates, then expressed over the periods of service. Changes in the estimated inputs or using option value methods could result in materially different option values and share based compensation expense.
Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.
In conjunction with the adoption of ASC 718, the Company adopted the straight-line single option method of attributing the value of stock-based compensation expense. As stock-based compensation expense is recognized during the period based on awards ultimately expected to vest, it is subject to reduction for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. As for the periods ended September 30, 2016 and 2015, there were no material amounts subject to forfeiture.
The Company recognizes compensation expense paid with common stock and other equity instruments issued for assets and services received based upon the fair value of the assets/services or the equity instruments issued, whichever is more readily determined.
As of the date of this report, the Company has not adopted a method to account for the tax effects of stock-based compensation pursuant to ASC 718 and related interpretations. However, whereas the Company has substantial net operating losses to offset future taxable income and its current deferred tax asset is completely reduced by the valuation allowance, no material tax effects are anticipated.
Stock-based compensation for the three-month period ended September 30, 2016 and 2015 totaled $18,081 and $22,353, respectively. Stock-based compensation for the nine-month period ended September 30, 2016 and 2015 totaled $46,581 and $81,219, respectively. |
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Significant Accounting Policies and Estimates | Significant Accounting Policies and Estimates
The Company's significant accounting policies are disclosed in the 2015 Annual Report. Since the date of the 2015 Annual Report, there have been no material changes to the Company's significant accounting policies. The preparation of the condensed consolidated financial statements in conformity with "US GAAP" requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions include valuing equity securities, allowance for doubtful accounts, note receivables, inventory reserves, deferred taxes, and related valuation allowances, and the fair value of long lived assets, intangibles, goodwill and contingent consideration. Actual results could differ from the estimates. |
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Recent Accounting Standards | Recent Accounting Standards
In May 2014, the FASB made available ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606. ASU 2014-09 affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue RecognitionConstruction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and Intangible Assets within the scope of Topic 350, IntangiblesGoodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:
Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
In August 2015, the effective date of this guidance was deferred by one year and now will be effective for the Company's annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), ("ASU 2016-08"). This ASU clarifies the implementation guidance on principal versus agent considerations. The updated guidance improves the understandability of determining whether an entity is a principal or agent, the nature of the good or service, and involvement of other parties in a sale. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) ("ASU 2016-10"). ASU 2016-10 clarifies two aspects of Topic 606: identifying performance obligation and the licensing implementation guidance, while retaining the related principles for those areas. The amendments in ASU 2016-08 and ASU 2016-10 are effective in conjunction with ASU 2015-14. The Company does not expect the adoption of ASU 2014-09 to have a material impact on its consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 modifies how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC 820, Fair Value Measurements, and as such these investments may be measured at cost. ASU 2016-01 will be effective for the Company's fiscal year beginning after December 15, 2017 and subsequent interim periods. The adoption of ASU 2016-01 is not expected to have a material effect on the Company's consolidated financial statements.
In March 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on effective interest rate method or a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP. ASU 2016-02 will be effective for the Company's fiscal year beginning after December 15, 2018 and subsequent interim periods. The Company is currently evaluating the impact of the adaption of ASU 2016-02 will have on the Company's consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company's fiscal year beginning after December 15, 2016 and subsequent interim periods. The Company is currently evaluating the impact that the adoption of ASU 2016-09 will have on the Company's consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). ASU 2016-015 reduces the existing diversity in practice in financial reporting across all industries by clarifying certain existing principles in ASC 230, Statement of Cash Flows, including providing additional guidance on how and what an entity should consider in determining the classification of certain cash flows. ASU 2016-15 will be effective for the Company's fiscal year beginning after December 15, 2017 and subsequent interim periods. The adoption of ASU 2016-15 will modify the Company's current disclosures and reclassifications within the consolidated statement of cash flows but is not expected to have a material effect on the Company's consolidated financial statements.
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financials properly reflect the change. |
NET INCOME (LOSS) PER COMMON SHARE (Tables) |
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NET INCOME (LOSS) PER COMMON SHARE (Tables) | Basic weighted average shares outstanding is reconciled to diluted weighted shares outstanding as follows:
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LEASES (TABLES) |
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Schedule of Future Minimum Lease Payments for Capital Leases | The future lease obligation under these agreements are as follows:
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Schedule of Company's stock options outstanding | A summary of the stock option activity during the nine months ended September 30, 2016 is presented below:
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COST METHOD INVESTMENTS (Tables) |
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Aggregate carrying amount of cost method investments | The aggregate carrying amount of cost method investments at September 30, 2016 and December 31, 2015 consisted of the following:
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Organization and Summary of Significant Accounting Policies Narrative (Details) - USD ($) |
Sep. 30, 2016 |
Apr. 22, 2016 |
Dec. 31, 2015 |
Sep. 30, 2015 |
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Organization and Summary of Significant Accounting Policies Details | ||||
Inventory finished goods for resale | $ 480,758 | $ 205,708 | ||
Potentially dilutive common stock Shares | 5,818,700 | 5,908,696 | ||
Received a credit from major vendor to cover customer returns of products | $ 479,000 | |||
Invoices due to the vendor | $ 353,000 | |||
Capitalized advertising costs included in prepaid expenses | $ 275,019 |
Basic Weighted average shares outstanding is reconciled to diluted weighted shares outstanding (Details) - shares |
3 Months Ended | 9 Months Ended |
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Sep. 30, 2016 |
Sep. 30, 2016 |
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Basic Weighted average shares outstanding is reconciled to diluted weighted shares outstanding Details | ||
Basic weighted average shares outstanding | 48,132,664 | 48,132,664 |
Dilutive warrants | 238,494 | 187,353 |
Diluted weighted average shares outstanding | 48,371,158 | 48,320,017 |
Organization and Summary of Significant Accounting Policies Expenses (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
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Organization and Summary of Significant Accounting Policies Expenses | ||||
Shipping and Handling Costs | $ 59,604 | $ 11,765 | $ 117,000 | $ 45,588 |
Stock based compensation | 18,081 | 18,081 | 46,581 | 81,219 |
Advertising and promotion expenses | $ 65,406 | $ 3,301 | 138,846 | 98,461 |
Accrued promotional allowances | $ 94,203 | $ 196,978 |
Concentrations of credit risk (Details) |
9 Months Ended | |
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Sep. 30, 2016 |
Sep. 30, 2015 |
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Concentrations of credit risk Details | ||
One customer who comprised of net revenue | 84.00% | |
Two customers who comprised of gross revenue | 55.00% | 36.00% |
Company's gross revenue for the periods ended | 8.00% | 8.00% |
Major Vendors | ||
Two vendors purchased of merchandise | 89.00% | 8.00% |
Two vendors which it purchased of merchandise | 57.00% | 35.00% |
Major Customers (Details) |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Accounts receivable | ||
Accounts receivable from two customers | 97.00% | 99.00% |
Accounts payable: | ||
Accounts payable due to one vendor | 95.00% | |
Accounts payable due to two vendors | 80.00% |
Notes Payable Sterling National Bank (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
Sep. 08, 2010 |
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Notes Payable Sterling National Bank | |||
Percentage of net invoices to be submitted | 85.00% | ||
Percentage of gross invoices | 0.45% | ||
Interest rate of loan advance on Sterling National Bank Base Rate | 0.25% | ||
Closing rate of Sterling National Bank Base Rate | 5.00% | ||
Interest rate on the loan | 5.25% | ||
Balance due to Sterling | $ 6,620,023 | $ 2,275,534 | |
Borrowed credit line | $ 7,000,000 |
Notes And Loans Payable To Related Parties (Details) |
Sep. 30, 2016
USD ($)
|
---|---|
Notes Payable And Loans Payable To Related Parties | |
Total notes and loan payable due to related parties | $ 1,301,596 |
Interest rate on notes and loans payable | 8.00% |
Leases Principal Executive Offices (Details) |
Feb. 01, 2014
USD ($)
|
Jun. 29, 2007 |
---|---|---|
Leases Principal Executive Offices | ||
Rental space area | 4,000 | |
Base annual rent paid in equal monthly installments | $ 87,678 | |
Option to renew lease for 3years to increase per each year of the renewal term | 3.00% |
Leases Principal Executive Office Rental (Details) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016
USD ($)
|
Sep. 30, 2015
USD ($)
|
Sep. 30, 2016
USD ($)
|
Sep. 30, 2015
USD ($)
|
|
Leases Principal Executive Office Rental | ||||
Lease agreement for office space in years | 2 | |||
New lease agreement for the same office space with a base annual rent paid in equal monthly installments | $ 48,000 | |||
New lease agreement for the same office space with a base annual rent paid in equal monthly installments in HK | 372,000 | |||
Lease has been further renewed for another (12) months ending May 16, 2017 with a base annual rate paid in equal monthly installments | 48,775 | |||
Rental expenses | $ 35,610 | $ 35,144 | $ 107,245 | $ 105,503 |
Lease obligations under agreements as follows (Details) - USD ($) |
9 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 30, 2016 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Lease obligations under agreements as follows: | ||||||
lease obligations under agreements US | $ 356,545 | $ 7,964 | $ 95,570 | $ 93,885 | $ 92,256 | $ 66,870 |
lease obligations under agreements HK | 57,596 | 0 | 0 | 0 | 20,322 | 37,274 |
Total future lease obligation US and HK | $ 414,141 | $ 7,964 | $ 95,570 | $ 93,885 | $ 112,578 | $ 104,144 |
Consulting Agreements (Details) |
Sep. 30, 2016
USD ($)
|
---|---|
Consulting Agreements Details | |
Company entered into a consulting agreement from July 1, 2015 through December 31, 2015 with George Wolf whereby paid Mr. Wolf | $ 10,500 |
Company entered into a consulting agreement from January 1, 2016 through December 31, 2017 with George Wolf whereby paid Mr. Wolf | $ 12,500 |
Commitments Employment Agreement (Details) - USD ($) |
Sep. 30, 2016 |
Feb. 05, 2016 |
Dec. 31, 2015 |
Feb. 05, 2008 |
---|---|---|---|---|
Commitments Employment Agreement | ||||
Amount paid to Wallach | $ 225,000 | |||
Percentage of increase per year to Wallach | 5.00% | |||
Amount paid to Wallach for 2016 | $ 40,233 | |||
Amount paid to Wallach for 2015 | 40,233 | |||
Accrued amount for deferred wages in 2011 Wallach | 40,233 | |||
Amount paid to Wallach for 2016 again | 287,163 | |||
Amount paid to McClinton | $ 150,000 | |||
Percentage of increase per year to McClinton | 5.00% | |||
Amount paid to McClinton for 2015 | $ 191,442 | |||
Amount paid to McClinton for 2014 | $ 191,442 | |||
Accrued amount for deferred wages in 2011 McClinton | $ 572 | $ 572 | ||
Amount paid to McClinton for 2016 | $ 191,442 |
Stock Transactions Warrant (Details) |
Oct. 31, 2007
USD ($)
$ / shares
shares
|
---|---|
Stock Transactions Warrant | |
Issuance of shares of common stock as part of a private placement | shares | 2,121,569 |
Per share value of shares of common stock as part of a private placement | $ / shares | $ 0.255 |
Value of shares as part of private placement | $ | $ 541,000 |
Warrant to purchase shares in Private Placement | 30.00% |
Total warrants were issued | shares | 636,474 |
Warrants exercise price | $ / shares | $ 0.255 |
Stock Transactions Options (Details) - shares |
Sep. 30, 2016 |
Jul. 20, 2016 |
Aug. 06, 2015 |
Jan. 02, 2015 |
---|---|---|---|---|
Stock Transactions Options Details | ||||
Available shares for issuance of common stock | 666,667 | |||
Stock Transactions Options granted to Company Secretary. | 10,000 | 10,000 | 10,000 | |
Stock Transactions Option granted to two Directors. | 200,000 | 200,000 | 200,000 |
Stock Transactions assumptions in the fair value calcuations (Details) |
9 Months Ended |
---|---|
Sep. 30, 2016
$ / shares
| |
Stock Transactions assumptions in the fair value calcuations | |
Risk free interest rates minimum | 1.13% |
Risk free interest rates maximum | 2.23% |
Expected term minimum | 5 |
Expected term maximum | 10 |
Expected volatility of stock | 500.00% |
Expected dividends | 0.00% |
Suboptimal Exercise Behavior Multiple | $ 2 |
Number of Steps | 150 |
Stock Transactions Compensation Expense (Details) |
9 Months Ended |
---|---|
Sep. 30, 2016
USD ($)
| |
Stock Transactions Compensation Expense | |
Compensation expense recognized to these stock options | $ 46,581 |
Further compensation expense in 2016 | 20,475 |
Further compensation expense in 2017 | $ 48,825 |
Cost Method Investments (Details) - USD ($) |
Sep. 30, 2016 |
Jun. 08, 2016 |
Dec. 31, 2015 |
Jan. 15, 2013 |
---|---|---|---|---|
Cost Method Investments Details | ||||
Purchase shares of AC Kinetics Series A Preferred Stock | 100 | 100 | ||
Value of purchase shares of AC Kinetics Series A Preferred Stock | $ 1,500,000 | $ 500,000 | ||
Shares carry a liquidation preference | $ 500,000 | |||
Convertible outstanding shares of AC Kinetics common stock | 3.00% | |||
Royalty on any licensing revenues received by AC Kinetics for products sold | 7.00% | |||
Royalty agreement will terminate upon receipt by the company of royalties | $ 500,000 | |||
AC Kinetics Series A Convertible Preferred Stock | $ 500,000 | $ 500,000 | ||
Company has determined fair value of note | $ 500,000 | |||
Option to repurchase shares of Company Common Stock held by Involve L.L.C. | 1,666,667 | |||
Option to repurchase shares of Company Common Stock held by Involve L.L.C. at an exercise price | $ 0.15 |
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