Restatement of Prior Periods | NOTE 2: Restatement of Prior Periods The condensed consolidated financial statements for the first quarter of 2015 presented in this amended report are restated to correct certain intangible assets which the Company valued incorrectly at the time of issuance and to further correct the accounting treatment of certain convertible notes we entered into which require assessment under derivative accounting. In the unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q for the period ended March 31, 2015 filed with the SEC on March 20, 2015 (the Original Filing), we reported our re-calculation of the fair value of the acquisition of JD based on a valuation report of certain intangible assets and the retrospective adjustment of the previously reported fair values. However, subsequent to the filing of the Original Filing, we discovered that a number of the valuation metrics in the valuation report required amendment which ended up having a material impact on the intangible asset valuation performed, including in particular the customer relationships, requiring correction of the previously issued valuation of intangible assets in the unaudited condensed consolidated financial statements included in the Original Filing. In addition, in the fourth quarter 2014 and first quarter of 2015, the Company entered into a series of convertible notes with conversion discounts, beneficial conversion features and coupon rates. The Company determined that it incorrectly accounted for the conversion features of the convertible notes as beneficial conversion features and should have accounted for them as derivatives in accordance with ASC Topic No. 815-15 Derivatives and Hedging; Embedded Derivatives (Topic No. 815-15). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in its convertible notes. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company valued the embedded derivative using a binomial pricing model. The effect of the restatement on the condensed consolidated balance sheets, the condensed consolidated statements of income and condensed consolidated statements of cash flows for the quarter ended March 31, 2015 are presented in the following tables: ASSETS As originally reported at MAR 31, 2015 Restatement Adjustments As restated Intangible assets, net $ 4,574,857 $ 4,291,857 (1) $ 283,000 Other assets 19,017,711 19,017,711 TOTAL ASSETS $ 23,592,568 $ 4,291,857 $ 19,300,711 Derivative liability $ $ 2,011,258 (1) $ 2,011,258 Convertible notes, net of discount 1,156,790 (153,392 ) (1) 1,003,398 Other liabilities 18,028,632 18,028,632 TOTAL LIABILITIES 19,185,422 1,857,866 21,043,288 DEFICIT Common stock 4,485 4,485 Additional paid in capital 15,975,939 (933,406 ) (1) 15,042,533 Accumulated deficit (11,573,278 ) (5,216,317 ) (1) (16,789,595 ) TOTAL DEFICIT 4,407,146 (6,149,723 ) (1,742,577 ) TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 23,592,568 $ (4,291,857 ) (1) $ 19,300,711 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS As originally reported at MAR 31, 2015 Restatement Adjustments As restated MAR 31, 2015 TOTAL OPERATING INCOME $ 606,113 $ 136,536 (1) $ 742,649 OTHER (INCOME) / EXPENSE Interest expense, net 669,713 1,060,746 (1) 1,730,459 Gain on change in fair value of derivative liabilities (717,375 ) (1) (717,375 ) TOTAL OTHER (INCOME) / EXPENSE 669,713 343,371 1,013,084 NET INCOME $ (63,600 ) $ (206,835 ) $ (270,435 ) BASIC (LOSS) INCOME PER SHARE $ (0.02 ) $ (0.07 ) DILUTED (LOSS) INCOME PER SHARE $ (0.02 ) $ (0.07 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING BASIC 3,819,223 3,819,223 (1) Adjustment reflects correction of an error. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS As originally reported at MAR 31, 2015 Restatement Adjustments As restated MAR 31, 2015 Net loss $ (63,600 ) (206,835 ) (1) $ (270,435 ) Cash used by operating activities Amortization of debt discount on notes payable 525,091 (1) 525,091 Change in fair value of derivative liabilities 62,746 (1) 62,746 Accretion of convertible notes BCF 244,466 (244,466 ) (1) Depreciation and amortization 535,331 (136,536 ) (1) 398,795 Other (44,093 ) (44,093 ) Cash provided by operating activities 672,104 672,104 Cash used for investing activities Cash used for financing activities (630,982 ) (630,982 ) Increase in cash 41,122 41,122 Cash at beginning of the year 72,165 72,165 Cash at the end of the year $ 113,287 $ 113,287 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING TRANSACTIONS Beneficial conversion feature on convertible debt $ (470,630 ) $ 470,630 (1) $ Debt discount $ (35,000 ) $ 729,088 (1) $ 694,088 Derivative liability $ $ 758,794 (1) $ 758,794 Settlement of derivative on conversion of debt $ $ 28,043 (1) $ 28,043 (1) Adjustment reflects correction of an error. |