Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 |
Notes | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Managements' Plans |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the development stage and has sustained substantial losses since inception. However, as of March 31, 2014, the Company has cash on hand of $552,270 and positive working capital of $518,879. The Company expects current cash on hand will be able to fund operations for a period in excess of 12 months. In view of this matter, the ability of the Company to continue as a going concern is dependent upon growth of revenues. |
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Interim Consolidated Financial Statements |
The accompanying unaudited interim consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2013. The results of operations for the three months ended March 31, 2014 are not indicative of the results that may be expected for the full year. |
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Development Stage Company |
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by development-stage companies. A development-stage company is one in which planned principal operations have not commenced, or if its operations have commenced, there has been no significant revenues there from. |
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Principles of Consolidation |
The accompanying consolidated financial statements include the accounts of the Company, Spectral Holdings, Inc, and its 60% owned subsidiaries, Noot Holdings, Inc. from its date of incorporation of February 28, 2013, and Monitr Holdings, Inc. from its date of incorporation of December 1, 2013. Previously, the Company included the operations of Extractive Resources Corporation and Shamrock Oil and Gas, Ltd. Shamrock was 60% owned by Extractive Resources Corporation which were disposed on December 31, 2012. All material intercompany accounts and transactions have been eliminated in consolidation. |
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Basis of Presentation |
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. |
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Fair Value of Financial Instruments |
Fair value is defined 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 as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: |
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Level 1 | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | | |
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Level 2 | Include other inputs that are directly or indirectly observable in the marketplace. | | |
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Level 3 | Unobservable inputs which are supported by little or no market activity. | | |
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The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of March 31, 2014 and December 31, 2013, the Company doesn't have any assets or liabilities in which would be considered Level 2 or 3. |
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The Company’s financial instruments consist of cash and cash equivalents, accounts receivable from related party, investments in technologies, accounts payable and accrued expenses and related party advances. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. |
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The Company measures certain assets at fair value on a nonrecurring basis. These assets include cost method investments when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in an acquisition or in a nonmonetary exchange, and property and equipment and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. During the year ended December 31, 2013, the Company acquired various technologies and an investment in a third party in which the investment is being treated under the cost basis of accounting. See Notes 4 and 5, for discussion regarding day one impairment charges related to these items. Excluding these items, the Company did not have any significant assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition. |
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Use of Estimates |
The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Basic Loss Per Share |
Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Common share equivalents totalling 20,250,000 and 20,400,000 were outstanding at March 31, 2014 and 2013, respectively, representing outstanding warrants and options, and were not included in the computation of diluted earnings per share for the three months ended March 31, 2014 and 2013, as their effect would have been anti-dilutive. |
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Non-Controlling Interests |
Non-controlling interest disclosed within the consolidated statement of operations represents the minority ownership's 40% share of net losses of Noot Holdings, Inc. and Monitr Holdings, Inc incurred during the three months ended March 31, 2014. The following table sets forth the changes in non-controlling interest for the three months ended March 31, 2014: |
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| | | Non-Controlling |
| | | Interest |
Balance at December 31, 2013 | | $ 1,799,057 |
Contribution of intangible assets by minority shareholder | | - |
Net loss attributable to non-controlling interest | | (193,316) |
Balance at March 31, 2014 | | $ 1,605,741 |
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Foreign Currency |
The Company's functional currency is the United States Dollar. Transaction gains or losses related to balances denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. As a result of these foreign currency transactions, the Company has recorded foreign currency losses of $4,701 and $0 during the three months ended March 31, 2014 and 2013, respectively, recorded within selling, general, and administrative expenses on the accompanying consolidated statement of operations. |