Summary of significant accounting policies (Policy) | 9 Months Ended |
Sep. 30, 2014 |
Summary of significant accounting policies [Abstract] | ' |
Basis of presentation and consolidation | ' |
Basis of presentation and consolidation |
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The accompanying consolidated financial statements of The Group have been prepared in accordance with generally accepted accounting principles in the United States of America. |
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On June 29, 2010, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative US generally accepted accounting principles (GAAP) for all non governmental entities Rules and interpretive releases of the Securities and Exchange Commission (SEC) and also sources of authoritative US GAAP for SEC registrants. The Codification does not change US GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic arrears. The adoption of the Codification did not have any impact on the Group's financial statements. |
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The consolidated financial statements include the accounts of The Group and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
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The results of subsidiaries acquired or disposed of during the years are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal. |
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The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and in accordance with Securities and Exchange Commission's Regulation S-X. They reflect all adjustments which are, in the opinion of the Company's management, necessary for a fair presentation of the financial position and operating results as of and for the period April 15, 2011 (date of inception) to September 30, 2014. |
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The Company has limited operations and is considered to be in the development stage under ASC 915-15. The functional currency is the United States dollar, and the financial statements are presented in United States dollars. |
Use of estimates | ' |
Use of estimates |
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In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, deferred income taxes and the estimation on useful lives of plant and equipment. Actual results could differ from those estimates. |
Concentrations of credit risk | ' |
Concentrations of credit risk |
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Financial instruments that potentially subject the Group to significant concentrations of credit risk consist principally of accounts receivable. In respect of accounts receivable, the Group extends credit based on an evaluation of the customer's financial condition, generally without requiring collateral or other security. In order to minimize the credit risk, the management of the Group has delegated a team responsibility for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. Further, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Group consider that the Group's credit risk is significantly reduced. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the concentrations of credit risk is no longer applicable in the current operation. |
Concentrations of supplier risk | ' |
Concentrations of supplier risk |
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The Group relies on Thai Airways as its major supplier of air tickets and tour packages. If this supplier became unwilling to cooperate with the Group, the Group would have to find alternative resources, which could materially affect the Group's ability to generate revenue and profitability. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the concentrations of supplier risk is no longer applicable in the current operation. |
Cash and cash equivalents | ' |
Cash and cash equivalents |
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Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less. |
Restricted cash | ' |
Restricted cash |
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Certain cash balances are held as security for short-term bank guarantee deposit for the International Air Transport Association and are classified as restricted cash in the consolidated balance sheets. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the Company did not have any restricted cash in the current operation. |
Accounts receivable | ' |
Accounts receivable |
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Accounts receivable are stated at original amount less allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the year end. An allowance is also made when there is objective evidence that the Group will not be able to collect all amounts due according to original terms of receivables. Bad debts are written off when identified. The Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Group does not accrue interest on trade accounts receivable. |
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The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. |
Plant and equipment | ' |
Plant and equipment |
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Plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized. |
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Depreciation of plant and equipment is provided using the straight-line method over their estimated useful lives at the following annual rates: |
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| Furniture and fixtures | | | 20% - 50% | | | | |
| Office equipment | | | 20% | | | | |
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Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. |
Revenue recognition | ' |
Revenue recognition |
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The Group recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. |
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The Group also evaluates the presentation of revenue on a gross versus a net basis through application of Emerging Issues Task Force No. (“EITF”) 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. The consensus of this literature is that the presentation of revenue as “the gross amount billed to a customer because it has earned revenue from the sale of goods or services or the net amount retained (that is, the amount billed to a customer less the amount paid to a supplier) because it has earned a commission or fee” is a matter of judgment that depends on the relevant facts and circumstances. In making an evaluation of this issue, some of the factors that should be considered are: whether the Group is the primary obligor in the arrangement (strong indicator); whether it has general inventory risk (before customer 1 order is placed under or upon customer return)(strong indicator); and whether we have latitude in establishing price. The guidance clearly indicates that the evaluations of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. If the conclusion drawn is that the Group performs as an agent or a broker without assuming the risks and rewards of ownership of goods, revenue should be reported on a net basis. |
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The Group has the following three types of revenues: |
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-Retail and corporate travel service revenues, |
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-Referral fee for travel booking services, and |
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-Incentive commission from travel suppliers. |
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Retail and corporate travel service revenues |
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Revenues from retail and corporate travel services are recognized when the travel service provided by the Group is completely delivered. The Group presents revenue from such transactions on a gross basis in the consolidated statements of operations, as the Group acts as a principal, assumes inventory and credit risks, and has primary obligations to the airlines or hotels for cancelled air tickets, packaged tour products or hotel reservations. The Group also has latitude in determining the ticket prices. The Group changes the product by combining air ticket and hotel accommodations with local car transportation and other ancillary services to make it a holiday package or business travel solution for customers. |
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Referral fee for travel booking services |
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The Group receives referral fee from travel product providers for booking travel services through the Group. The itinerary and product price are generally fixed by the travel product providers and the Group books the travel services on behalf of the customers. Referral fees from travel booking services rendered are recognized as commissions after the services are rendered and collections are reasonably assured. The Group presents revenues from such transactions on a net basis in the consolidated statements of operations, as the Group acts as an agent, does not assume any inventory and credit risks, has no obligations for cancelled airline or hotel ticket reservations, and does not have latitude in determining the service prices. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the prior revenue recognition models are no longer applicable in the current operation. |
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Incentive commission from travel suppliers |
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The Group earns an incentive commission from many travel suppliers. Contracts with certain travel suppliers contain discretionary escalating commissions that are paid to the Group subject to achieving specific performance targets. Such discretionary escalating commissions are recognized on an accrual basis because such commissions are usually paid in arrears and the Group can reasonably estimate such commissions. The Group presents revenues from such transactions on a net basis in the statements of operations, as the Group acts as an agent, does not assume any inventory risk, and has no obligations for cancelled airline ticket reservations. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the concentrations of credit risk is no longer applicable in the current operation. |
Deferred revenue | ' |
Deferred revenue |
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The Group records deferred revenue when it receives payments in advance of the completion of delivery of travel services. Hence, revenue from retail and corporate travel service is deferred. Upon completion of delivery of travel services, the Group recognized this as sales in the consolidated statement of operations. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the prior deferred revenue is no longer applicable in the current operation. |
Deferred cost | ' |
Deferred cost |
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The Group adopted an identical policy on retail and corporate service. The Group records deferred cost when it pays in advance of the completion of delivery of services and consistently with deferred revenue. Upon completion of delivery of travel services, deferred cost is charged to cost of sales in the consolidated statement of operations. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit, the prior deferred cost is no longer applicable in the current operation. |
Advertising expenses | ' |
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Advertising expenses are charged to expense as incurred. |
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After March 4, 2013, the Company had spun-off the prior operation unit and merged with a new operation unit. |
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Advertising expenses incurred in the operation was $7,754 and $0 for the nine months ended September 30, 2014 and 2013 respectively. |
Income Taxes | ' |
Income Taxes |
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Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
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The FASB issued Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in tax positions. This requires that an entity recognized in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of ASC 740 did not have any impact on the Group's results of operations or financial condition for the nine months ended September 30, 2014. As of the date of the adoption of ASC 740, the Group has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations. |
Comprehensive income | ' |
Comprehensive income |
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Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded as a component of stockholders' equity. The Group's other comprehensive income represented foreign currency translation adjustments. |
Foreign currency translation | ' |
Foreign currency translation |
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The consolidated financial statements of the Company are presented in United States Dollars (“US$”). Transactions in foreign currencies during the period are translated into US$ at the exchange rates prevailing at the transaction dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into US$ at the exchange rates prevailing at that date. All transaction differences are recorded in the income statement. |
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The accompanying consolidated financial statements are presented in United States dollars (US$). The Company's subsidiary in Hong Kong has its local currency, Hong Kong Dollars (“HK$”), as its functional currency. On consolidation, the financial statements of the Company's subsidiary in Hong Kong is translated from HK$ into US$ in accordance with ASC Topic 830 “Foreign Currency Matters”. During 2013 and 2014, the Hong Kong dollars are translated from HK$ with a ratio of US$1.00=$7.80, a fixed exchange rate maintained between Hong Kong and United States derived from the Hong Kong Monetary Authority pegging HK$ and US$ monetary policy. Accordingly, all assets and liabilities are translated at the exchange rates prevailing at the balance sheet dates and all income and expenditure items are translated at the average rates for each of the period. Translation of amounts from HK$ into US$ has been made at the following exchanges rates for the respective periods: |
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| | Nine Months ended | | Nine Months ended | | | | | | |
| | 30-Sep-14 | | 30-Sep-13 | | | | | | |
Year(Period) end HK$ : US$ exchange rate | | 7.8 | | 7.8 | | | | | | |
Average yearly(periodically) HK$ : US$ exchange rate | | 7.8 | | 7.8 | | | | | | |
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Fair value of financial instruments | ' |
Fair value of financial instruments |
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The carrying values of the Group's financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates. |
Basic and diluted earnings per share | ' |
Basic and diluted earnings per share |
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The Group computes earnings per share (“EPS') in accordance with FASB Accounting Standard Codification Topic 260 (“ASC 260”) “Earnings Per Share”, and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. |
The calculation of diluted weighted average common shares outstanding for nine months ended September 30, 2014 is based on the estimate fair value of the Group's common stock during such periods applied to options using the treasury stock method to determine if they are dilutive. |
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Effective on October 19, 2011, each of ten (10) shares of the Company's Common Stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time, the “Old Common Stock” shall automatically and without any action on the part of the holder thereof, be reclassified as and changed into one (1) share of the Company's outstanding Common Stock, the “New Common Stock.” |
The following tables are a reconciliation of the weighted average shares used in the computation of basic and diluted earnings per share for the periods presented: |
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| Nine Months Ended | | | Nine Months Ended |
Sept 30 2014 | 30-Sep-13 |
| $ | | | $ | | | | |
Numerator for basic and diluted earnings per share: | | | | | | | | | | |
Net (Loss)/Income | -220,451 | | | -125,950 | | | | |
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Denominator: | | | | | | | | | | |
Basic weighted average shares | 18,118,407 | | | 9,469,563 | | | | |
Effect of dilutive securities | - | | | - | | | | |
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Diluted weighted average shares | 18,118,407 | | | 9,469,563 | | | | |
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Basic earnings per share: | (1.22)cents | | | (1.33) cents | | | | |
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Diluted earnings per share: | (1.22)cents | | | (1.33) cents | | | | |
Stock-Based Compensation | ' |
Stock-Based Compensation |
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Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Share- Compensation (formerly, FASB Statement 123R), the Group measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the costs over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. |
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During nine months ended September 30, 2014 and 2013, the Group did not record stock-based compensation expense except those transactions disclosed in Note 8. |
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Related parties transactions | ' |
Related parties transactions |
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A related party is generally defined as (i) any person that holds 10% or more of The Group's securities and their immediate families, (ii) the Group's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Group, or (iv) anyone who can significantly influence the financial and operating decisions of the Group. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Commitments and contingencies | ' |
Commitments and contingencies |
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Liabilities for loss contingencies arising from claims, assessments, litigation, fines and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Recently issued accounting pronouncements | ' |
Recently issued accounting pronouncements |
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The FASB has issued Accounting Standards Update (ASU) No. 2014-06, Technical Corrections and Improvements Related to Glossary Terms. The amendments in this ASU relate to glossary terms and cover a wide range of Topics in the FASB's Accounting Standards Codification™ (Codification). These amendments are presented in four sections: |
1. Deletion of Master Glossary Terms (Section A) arising because of terms that were carried forward from source literature (e.g., FASB Statements, EITF Issues, and so forth) to the Codification but were not utilized in the Codification. |
2. Addition of Master Glossary Term Links (Section B) arising from Master Glossary terms whose links did not carry forward to the Codification. |
3. Duplicate Master Glossary Terms (Section C) arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions. |
4. Other Technical Corrections Related to Glossary Terms (Section D) arising from miscellaneous changes to update Master Glossary terms. |
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The amendments do not have transition guidance and are effective upon issuance for both public entities and nonpublic entities. |
The FASB has issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. |
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It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP. |
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Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization's operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. |
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In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. |
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The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This disclosure will provide users with information about the ongoing trends in a reporting organization's results from continuing operations. |
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The amendments in this ASU enhance convergence between U.S. GAAP and International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations. |
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The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it is effective for annual financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted. |
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The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |