NOTE 1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(A) Organization and Business Operations
Focus Views, Inc. was incorporated under the laws of the State of Delaware on November 14, 2006. A wholly owned subsidiary, Focus Views, Inc. was incorporated on July 14, 2004 under the laws of the State of Florida (collectively, the “Company”). The Company is considered to be in the development stage.
The Company was formed for the purpose of providing clear, concise, and consolidated market data and news to the investment community, primarily through the Internet. The Company’s offices are located in Hallandale, Florida. The Company’s fiscal year end is December 31st. There have been no significant operations since inception. The Company is in the process of raising additional capital and financing for future operations.
(B) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. They do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
(C) Use of Estimates
The preparation of the consolidated 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
FOCUS VIEWS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2007
(Unaudited)
(D) Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under Statement 109, 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. 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. Under Statement 109, 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.
(E) Recent Accounting Pronouncements
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted account principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings. SFAS no. 159 also requires companies to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a company’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided the company makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157. The Company is currently assessing the potential effect of SFAS No. 159 on its financial statements.
FOCUS VIEWS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2007
(Unaudited)
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 2 | DUE TO AFFILIATED COMPANY |
Various office and organizational expenses, including rent expense (see Note 3), have been paid by a corporation which is 100% owned by the Company’s Chief Executive Officer. These start-up and office expenses are being accrued and comprise the balance of due to affiliated company on the balance sheet.
The Company rents office space from an affiliated company (see Note 2) on a month to month basis under a verbal agreement. The Company accrues this rent expense at $1,950 per month.
At September 30, 2007 and 2006 the company had net operating loss carry-forwards for both federal and state purposes of $219,430 and $81,388 respectively. This resulted in the Company having potential deferred tax assets of $43,505 and $15,907, at September 30, 2007 and 2006, respectively.
These potential deferred tax assets have been entirely offset by valuation allowances resulting in net deferred tax assets of zero. The Company’s management has not determined that it is more likely than not that the deferred tax assets will be realized through future taxable income.
During the nine months ended September 30, 2007 the Company issued $32,500 of notes payable to raise operating funds. These notes are all due within 1 year and will accrue interest at the rate of 10%.
During the nine months ended September 30, 2007 the Company entered into a financial services agreement with an outside consulting firm in exchange for 100,000 shares of stock valued at $100,000 and to be issued when the Company goes public. Also see Note 8.
FOCUS VIEWS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2007
(Unaudited)
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has a net loss of $219,430 for the period from July 14 (inception) through September 30, 2007, a working capital deficiency of $210,190 and a stockholders’ deficiency of $209,430 as of September 30, 2007. These matters raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company’s existence is dependent on management’s ability to raise capital and develop profitable operations. In order to improve the Company’s liquidity, management is actively pursuing the completion of a merger with a public company. There can be no assurance the Company will be successful in its efforts to raise additional financing.
In November 2007, the Company collected in full the stock subscriptions receivable.
In November 2007, the Company has initiated the right to buy out the interest of a party resulting from an agreement entered into in January 2007, wherein that party was to assist the Company in certain business related transactions. The buyout fee is $100,000, payable in cash or the equivalent number of common stock shares as will be determined at a future date.
In December 2007, the Company and Tradeshow Products, Inc., a U.S. public shell company incorporated in the state of Nevada, entered into an Agreement and Plan of Reorganization whereby Tradeshow Products, Inc. agrees to acquire all of the issued and outstanding shares of the Company. Pursuant to this Agreement, Tradeshow Products has agreed to cancel 23,275,000 shares of its issued and outstanding common stock and then issue 79,000,000 shares of common stock to the shareholders of the Company, resulting in Tradeshow Products having 101,225,000 shares of common stock issued and outstanding and the shareholders of the Company controlling an aggregate of 78% of the common stock. As a result of this acquisition, the Company became a wholly owned subsidiary of Tradeshow Products, Inc. The current officers and directors of Tradeshow Products, Inc. resigned and the current officer and director of the Company was appointed the sole officer and director.
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