Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | ||
Entity Registrant Name | OWC Pharmaceutical Research Corp. | |
Document Type | S1 | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 1,431,934 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 79,729,273 | |
Entity Public Float | $ 5,196,792 | |
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 | 2,015 | |
Document Fiscal Period Focus | FY |
OWC Pharmaceutical Research Cor
OWC Pharmaceutical Research Corp. - Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current Assets: | ||||
Cash | $ 1,165,638 | $ 1,469,267 | $ 2,469 | |
Other assets | 0 | 24,091 | 0 | |
Total current assets | 1,165,638 | 1,493,358 | 2,469 | |
Property and equipment, net | 28,903 | 29,454 | 0 | |
Total assets | 1,194,541 | 1,522,812 | 2,469 | |
Current Liabilities: | ||||
Accounts payable - trade | 37,309 | 16,523 | 0 | |
Accrued expenses | 2,949 | 43,643 | 4,000 | |
Accrued interest | 0 | 0 | 13,863 | |
Advances payable to related parties | 0 | 138 | 28,436 | |
Current portion of convertible notes payable net of discount | 0 | 0 | 81,880 | |
Total current liabilities | 40,258 | 60,304 | 128,179 | |
Total liabilities | 40,258 | 60,304 | 128,179 | |
Stockholders' equity: | ||||
Preferred stock | [1] | 0 | 0 | 0 |
Common stock | [2] | 797 | 784 | 217 |
Additional paid-in capital | 8,052,175 | 8,000,847 | 697,278 | |
Common stock subscriptions receivable | (651,730) | (651,730) | 0 | |
Subcription payable | 50,000 | 0 | 0 | |
Accumulated deficit | (6,298,486) | (5,893,878) | (823,205) | |
Accumulated other comprehensive income | 1,527 | 6,485 | 0 | |
Total stockholders' equity (deficit) | 1,154,283 | 1,462,508 | (125,710) | |
Total liabilities and stockholders' equity | $ 1,194,541 | $ 1,522,812 | $ 2,469 | |
[1] | $0.0001 par value. Authorized 20,000,000 shares: none issued and outstanding at March 31, 2015, December 31, 2014 and 2013, respectively. | |||
[2] | $0.0001 par value. Authorized 500,000,000 shares: 79,729,273; 78,429,241 and 21,641,450 shares issued and outstanding at March 31, 2015, December 31, 2014 and 2013, respectively. |
OWC Pharmaceutical Research Co3
OWC Pharmaceutical Research Corp. - Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Operations | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Selling, general and administrative expenses | 305,479 | 472,142 | 4,873,223 | 231,336 |
Research and development | 99,124 | 0 | 160,325 | 0 |
Loss from operations | (404,603) | (472,142) | (5,033,548) | (231,336) |
Other income (expenses) | ||||
Interest expense | 0 | 0 | (3,185) | (15,941) |
Interest income | 0 | 0 | 94 | 0 |
Amortization of debt discount | 0 | (36,871) | (34,034) | (71,033) |
Total other expenses | 0 | (36,871) | (37,125) | (86,974) |
Total costs and expenses | (404,603) | (509,013) | (5,070,673) | (318,310) |
Loss loss before income taxes | (404,603) | (509,013) | (5,070,673) | (318,310) |
Net loss | $ (404,603) | $ (509,013) | $ (5,070,673) | $ (318,310) |
Basic and diluted per share amounts: | ||||
Basic and diluted net loss | $ (0.01) | $ (0.02) | $ (0.10) | $ (0.02) |
Weighted average shares outstanding (basic and diluted) | 79,729,241 | 29,358,306 | 52,209,962 | 18,981,066 |
OWC Pharmaceutical Research Co4
OWC Pharmaceutical Research Corp. - Consolidated Statements Comprehensive Loss | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Consolidated Statements Comprehensive Loss | ||||
Net loss | (404,603) | (509,013) | (5,070,673) | (318,310) |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | $ (4,958) | $ 0 | $ 6,485 | $ 0 |
Total other comprehensive income, net of tax | $ (4,958) | $ 0 | $ 6,485 | $ 0 |
Comprehensive loss | (409,561) | (509,013) | (5,064,188) | (318,310) |
OWC Pharmaceutical Research Co5
OWC Pharmaceutical Research Corp. - Consolidated Statements of Changes in Stockholders' Equity (Deficit) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair value of warrants issued for services | 3,857,136 | 107,074 |
Common Stock, Share | ||
Balance | 15,829,450 | |
Fair value of warrants issued for services | ||
Impact of beneficial conversion feature | ||
Stock issued upon conversion of debt and accrued interest | 13,263,300 | 5,162,000 |
Forgiveness of indebteness to former related party | ||
Stock issued for services | 6,995,416 | 100,000 |
Stock issued for cash | 550,000 | |
Stock issued for cash at $0.005 per share | 4,700,000 | |
Stock issued for cash at $0.05 per share | 13,034,585 | |
Stock issued for cash at $0.09 per share | 12,936,662 | |
Stock issued for cash at $0.15 per share | 5,857,828 | |
Total other comprehensive loss | ||
Net loss year end | ||
Balance1 | 78,429,241 | 21,641,450 |
Common Stock, Amount | ||
Balance | 157 | |
Fair value of warrants issued for services | ||
Impact of beneficial conversion feature | ||
Stock issued upon conversion of debt and accrued interest | 133 | 52 |
Forgiveness of indebteness to former related party | ||
Stock issued for services | 70 | 1 |
Stock issued for cash | 6 | |
Stock issued for cash at $0.005 per share | 47 | |
Stock issued for cash at $0.05 per share | 130 | |
Stock issued for cash at $0.09 per share | 129 | |
Stock issued for cash at $0.15 per share | 59 | |
Total other comprehensive loss | ||
Net loss year end | ||
Balance1 | 784 | 217 |
Additional Paid-In Capital | ||
Balance | 424,474 | |
Fair value of warrants issued for services | 3,857,136 | 107,074 |
Impact of beneficial conversion feature | 86,114 | |
Stock issued upon conversion of debt and accrued interest | 132,509 | 51,568 |
Forgiveness of indebteness to former related party | 28,436 | |
Stock issued for services | 567,647 | 27,999 |
Stock issued for cash | 49 | |
Stock issued for cash at $0.005 per share | 23,453 | |
Stock issued for cash at $0.05 per share | 651,500 | |
Stock issued for cash at $0.09 per share | 1,164,171 | |
Stock issued for cash at $0.15 per share | 878,617 | |
Total other comprehensive loss | ||
Net loss year end | ||
Balance1 | 8,000,847 | 697,278 |
Subscription Receivable | ||
Balance | ||
Fair value of warrants issued for services | ||
Impact of beneficial conversion feature | ||
Stock issued upon conversion of debt and accrued interest | ||
Forgiveness of indebteness to former related party | ||
Stock issued for services | ||
Stock issued for cash | ||
Stock issued for cash at $0.005 per share | ||
Stock issued for cash at $0.05 per share | (651,730) | |
Stock issued for cash at $0.09 per share | ||
Stock issued for cash at $0.15 per share | ||
Total other comprehensive loss | ||
Net loss year end | ||
Balance1 | (651,730) | |
Accumulated Deficit | ||
Balance | (504,895) | |
Fair value of warrants issued for services | ||
Impact of beneficial conversion feature | ||
Stock issued upon conversion of debt and accrued interest | ||
Forgiveness of indebteness to former related party | ||
Stock issued for services | ||
Stock issued for cash | ||
Stock issued for cash at $0.005 per share | ||
Stock issued for cash at $0.05 per share | ||
Stock issued for cash at $0.09 per share | ||
Stock issued for cash at $0.15 per share | ||
Total other comprehensive loss | ||
Net loss year end | (5,070,673) | (318,310) |
Balance1 | (5,893,878) | (823,205) |
Accumulated Other Comprehensive Loss | ||
Balance | ||
Fair value of warrants issued for services | ||
Impact of beneficial conversion feature | ||
Stock issued upon conversion of debt and accrued interest | ||
Forgiveness of indebteness to former related party | ||
Stock issued for services | ||
Stock issued for cash | ||
Stock issued for cash at $0.005 per share | ||
Stock issued for cash at $0.05 per share | ||
Stock issued for cash at $0.09 per share | ||
Stock issued for cash at $0.15 per share | ||
Total other comprehensive loss | 6,485 | |
Net loss year end | ||
Balance1 | 6,485 | |
Total Shareholders' Equity (Deficit) | ||
Balance | (80,263) | |
Fair value of warrants issued for services | 3,857,136 | 107,074 |
Impact of beneficial conversion feature | 86,114 | |
Stock issued upon conversion of debt and accrued interest | 132,642 | 51,620 |
Forgiveness of indebteness to former related party | 28,436 | |
Stock issued for services | 567,716 | 28,000 |
Stock issued for cash | 55 | |
Stock issued for cash at $0.005 per share | 23,500 | |
Stock issued for cash at $0.05 per share | ||
Stock issued for cash at $0.09 per share | 1,164,300 | |
Stock issued for cash at $0.15 per share | 878,676 | |
Total other comprehensive loss | 6,485 | |
Net loss year end | (5,070,673) | (318,310) |
Balance1 | 1,462,508 | (125,710) |
OWC Pharmaceutical Research Co6
OWC Pharmaceutical Research Corp. - Consolidated Statements of Cash Flows | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash flows from operating activities: | ||||
Net loss | (404,603) | (509,013) | (5,070,673) | (318,310) |
Adjustments to reconcile net loss to net cash used in operating activites: | ||||
Amortization of debt discount | 0 | 34,034 | 34,034 | 71,033 |
Depreciation | $ 2,181 | $ 0 | $ 2,740 | $ 0 |
Common stock issued for services | 500 | 455,430 | 567,716 | 28,000 |
Fair value of warrants issued for services | 10,839 | 0 | 3,857,136 | 107,074 |
Changes in net assets and liabilities: | ||||
(Increase) decrease in current assets | $ 24,090 | $ 0 | $ (24,090) | $ 0 |
Accounts payable - related party | (138) | 0 | 138 | 0 |
Increase (decrease) in accounts payable | $ 20,788 | $ 0 | $ 16,519 | $ 0 |
Increase (decrease) in accrued expenses | (40,697) | 2,837 | 14,076 | 20,402 |
Net cash provided by (used in) operating activities | $ (387,040) | $ (16,712) | $ (602,404) | $ (91,801) |
Cash flows from investing activities: | ||||
Purchase of equipment | (1,630) | 0 | (32,194) | 0 |
Net cash prodided by (used in) financing activities | $ (1,630) | $ 0 | $ (32,194) | $ 0 |
Cash flows from financing activities: | ||||
Contributed capital - debt forgiven | 0 | 0 | 28,436 | 0 |
Proceeds from issuance of common stock | $ 90,000 | $ 8,750 | $ 2,066,476 | $ 55 |
Proceeds of debt borrowings | $ 0 | $ 14,500 | $ 14,500 | $ 86,114 |
Principal payments | 0 | 0 | (14,500) | 0 |
Net cash provided by financing activities | $ 90,000 | $ 23,250 | $ 2,094,912 | $ 86,169 |
Foreign currency translations | (4,958) | 0 | 6,485 | 0 |
Change in cash | $ (303,628) | $ 6,538 | $ 1,466,798 | $ (5,632) |
Cash at beginning of period | 1,469,267 | 2,469 | 2,469 | 8,101 |
Cash at end of period | 1,165,638 | 9,007 | 1,469,267 | 2,469 |
Non cash transactions: | ||||
Debt discount arising from beneficial conversion feature | 0 | 0 | 0 | 82,614 |
Debt and accrued interest converted into equity | 0 | 130,849 | 132,642 | 51,620 |
Note 1. The Company and Signifi
Note 1. The Company and Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
1. The Company and Significant Accounting Policies | 1. The Company and Significant Accounting Policies Organizational Background: The Company is engaged in two distinct business activites: (i) work with GUMI to commercialize and market the Company's Electromagnetic Percussion Device (the "Device"); and (ii) research and development of Cannabis-based medical products for the treatment of a variety of medical conditions and/or diseases such as multiple myeloma, psoriasis, PTSD, migraines and a unique delivery system. The accompanying financial statements of OWCP were prepared from the accounts of the Company under the accrual basis of accounting. Basis of Presentation: Principles of Consolidation: Significant Accounting Policies Use of Estimates: Cash and Cash Equivalents: Property and Equipment: Valuation of Long-Lived Assets: Foreign Currency: Stock Based Compensation: Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: Fair Value of Financial Instruments: Fair Value Measurements: Level 1: Level 2: - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: The assets or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on March 31, 2015 and December 31, 2014 and the year then ended on a recurring basis: Fair Value Measurements at March 31, 2015 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended March 31, 2015 and December 31, 2014, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Earnings per Common Share: Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. Uncertain Tax Positions: Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2010. We are not under examination by any jurisdiction for any tax year. At March 31, 2015 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16 - Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17 - Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2014 Annual Report and should be read in conjunction with the Notes to Financial Statements which appear in that report. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2015 and 2014. All such adjustments are of a normal recurring nature. The Financial Statements do not include some information and notes necessary to conform to annual reporting requirements. | Note 1. The Company and Significant Accounting Policies Organizational Background: Basis of Presentation: Development Stage On June 10, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-10, which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. Principles of Consolidation: Significant Accounting Policies Use of Estimates: Cash and Cash Equivalents: Property and Equipment: Valuation of Long-Lived Assets: Foreign Currency: Stock Based Compensation: Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: Fair Value of Financial Instruments: Fair Value Measurements: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The assets or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on December 31, 2014 and December 31, 2013 and the year then ended on a recurring basis: Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2013 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended December 31, 2014 and December 31, 2013, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Earnings per Common Share: Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. Uncertain Tax Positions: Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. We are not under examination by any jurisdiction for any tax year. At December 31, 2014 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In April 2014, the FASB issued ASU 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. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. |
Note 2. Stockholders' Equity
Note 2. Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
2. Stockholders' Equity | 2. Stockholders' Equity Common Stock Recent Issuances of Common Stock - for the Period Ended March 31, 2015: Stock Issued for cash: Historical Activity in 2014: Stock Issued upon conversion of debt: Stock Issued for Services: Options Issued for Services: The fair value of the options was estimated at the date of grant using the Black-Sholes-Merton pricing model. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.47% to 0.49%; expected volatility of 241%, and warrant term of two years. Stock Issued for cash: Warrants In February, 2015 we issued 64,935 warrants for services. The warrants are exercisable at $0.25 and expire February 23, 2016. We used the Black-Scholes-Merton pricing model and inputs described below to estimate the fair value of $10,839. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.10% - 0.11%; expected volatility of 242%, and warrant exercise periods based upon the stated terms. | Note 2. Stockholders' Equity Transactions in our Common Stock Stock Issued upon conversion of debt: On June 19, 2013 we issued 5,162,000 shares of our common stock in settlement of $40,000 due to a former related party plus associated accrued interest of $11,620. The conversion occurred within the terms of the promissory note and no gain or loss resulted. Stock Issued for services: On June 3, 2013 we issued 100,000 shares of our common stock as payment for services. The share were valued at the closing price as of the date of the agreement and resulted in recognition of $28,000 in consulting services expense for the year ended December 31, 2013. Stock Issued for cash: - We sold 4,700,000 shares to six investors for the offering price of $0.005 per share that resulted in total proceeds of $23,500. - We sold 13,034,585 shares through a placement of common stock. Those shares were sold to nine investors for the offering price of $0.05 per share resulting in proceeds of $651,730. As of December 31, 2014,the proceeds of this offering are carried as subscriptions receivable. - We sold 12,936,662 common shares through a placement of common stock units. Those units were sold to twenty-two investors for the offering price of $0.09 per share resulting in proceeds of $1,164,300. Each unit consisted of one share of common stock and one warrant to purchase common stock. The warrants are exercisable at $0.16 and expire one year from the date of issuance. The relative fair value of the common stock component and warrants (based on the Black-Scholes option pricing model) was estimated $340,758 and $823,542, respectively. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.10% - 0.11%; expected volatility of 249%, and warrant term of one year. - We sold 5,857,828 common shares through a placement of common stock units. Those units were sold to fifteen investors for the offering price of $0.15 per share resulting in proceeds of $878,676. Each unit consisted of one share of common stock and one warrant to purchase common stock. The warrants are exercisable at $0.25 and expire one year from the date of issuance. The relative fair value of the common stock component and warrants (based on the Black-Scholes option pricing model) was estimated to be $373,706 and $504,970, respectively. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 0.10%-.0.11%; expected volatility of 249%, and warrant term of one year. A summary of the offerings is as follows: Offering: Common Stock Subscribed Proceeds Warrants Exercise Price Term $0.005 per share 4,700,000 23,500 - - - $0.05 per share 13,034,585 651,730 - - - $0.09 per unit 12,936,662 1,164,300 12,936,662 0.16 1 year $0.15 per unit 5,857,828 878,676 5,857,828 0.25 1 year Warrants Warrants Issued for services: In 2013, the Company recorded $107,074 in expenses related to 600,000 vested warrants previously granted to GUMI Tel Aviv Ltd. The warrants were valued using the Black-Scholes option pricing model. The inputs for the valuation analysis of the warrants include the market value of the Company's common stock were as follows: the estimated volatility of the Company's common stock used in the Black-Scholes option pricing model was 318%, the exercise price and the risk free interest rate used were $0.05 and 0.36%, respectively. All warrants were fully vested at December 31, 2013. In 2013, we issued one promissory note for $20,000 that was accompanied by 550,000 detachable warrants (the L&L warrants). The warrants were valued using the Black-Scholes option pricing model. The inputs for the valuation analysis of the warrants include the market value of the Company's common stock on the date of grant, the estimated volatility of the Company's common stock (194%), the exercise price of $0.00001 and the risk free interest rate of .11%. On May 9, 2013 all 550,000 L&L warrants were exercised for total cash proceed of $55. |
Note 3. Related Party Transacti
Note 3. Related Party Transactions Not Disclosed Elsewhere. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
3. Related Party Transactions Not Disclosed Elsewhere | 3. Related Party Transactions Not Disclosed Elsewhere Due Related Parties: We had no related party transactions during the first quarter of 2015. Amounts due related parties totaled $0 at March 31, 2015 and $138 at December 31, 2014, respectively. | Note 3. Related Party Transactions Not Disclosed Elsewhere. Due Related Parties: |
Note 4. Notes Payable.
Note 4. Notes Payable. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
4. Notes Payable | 4. Notes Payable Unsecured Notes Payable With No Conversion Rights During 2014 the Company signed a series of three new unsecured promissory notes with unrelated parties for an aggregate of $14,500. The notes bear interest at 1% per annum and are due one year from the date of issuance. The notes were paid in full in 2014. Unsecured Notes Payable With Conversion Rights In February 28, 2014 eleven holders of convertible notes with an aggregate principal balance of $114,414 and accrued interest of $16,435 converted their notes and accrued interest into 13,084,000 shares of common stock. Upon conversion, $34,034 of unamortized discount arising from the previously recorded beneficial conversion feature was recognized as additional interest expense. The conversion occurred within the terms of the promissory note and no gain or loss resulted. | Note 4. Notes Payable. Unsecured Notes Payable with no Conversion Rights During 2014 the Company signed a series of three new unsecured promissory notes with unrelated parties for an aggregate of $14,500. The notes bear interest at 1% per annum and are due one year from the date of issuance. The notes were paid in full in 2014. Unsecured Notes Payable with Conversion Rights On February 28, 2014 eleven holders of convertible notes with an aggregate principal balance of $114,414 and accrued interest of $16,435 converted their notes and accrued interest into 13,084,000 shares of common stock. Upon conversion, $20,495 of unamortized discount arising from the previously recorded beneficial conversion feature was recognized as additional interest expense. The conversion occurred within the terms of the promissory note and no gain or loss resulted. For the year ended December 31, 2014 the Company has recognized $2,923 in accrued interest expense related to all notes and has amortized $34,034 of the beneficial conversion feature. In addition to which has also been recorded as interest expense. As of December 31, 2014 all notes and related accrued interest have been paid through the issuance of 13,263,300 shares of common stock. During 2013 the Company signed a series of thirteen new unsecured promissory notes with unrelated parties for an aggregate of $86,114. The notes bear interest at 12%-15% per annum and are due approximately one year from the date of issuance. The maturity dates range from February 6, 2014 to December 6, 2014 with all amounts recorded as current liabilities. The notes have conversion rights that allow the holder of the note to convert the principal balance into the Company's common stock at the lender's sole discretion at $0.01 per share. One note for $20,000 was accompanied by 550,000 detachable warrants (the L&L warrants). The warrants were valued using the Black-Scholes option pricing model. The inputs for the valuation analysis of the warrants include the market value of the Company's common stock on the date of grant, the estimated volatility of the Company's common stock (194%), the exercise price of $0.00001 and the risk free interest rate of 0.11%. In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF has been recorded as a discount to the notes payable and to Additional Paid-in Capital. As of December 31, 2013, the aggregate balance of convertible notes payable was $81,880 net of unamortized discounts of $34,034. |
Note 5. Future Commitment and I
Note 5. Future Commitment and Issuance of Warrants. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
5. Future Commitment and Issuance of Warrants | 5. Future Commitment and Issuance of Warrants On March 5, 2013, the Company and GUMI Tel Aviv Ltd, a major, privately-held Israeli technology company ("GUMI"), entered into development/manufacturing/marketing agreement ("GUMI Agreement"). GUMI is engaged in the manufacture, import/export, marketing and install industrial equipment and designing technical solutions. Pursuant to the GUMI Agreement, GUMI agreed to: (i) complete the development of the Prototype of the Patented Device; (ii) manufacture the commercial model(s) of the Patented device; and (iii) market the commercial model(s) of the Patented Device. In consideration for developing the Prototype and manufacturing and marketing/distributing commercial models of the Patented Device as well as incurring all related costs and expenses in connection therewith, the Company shall compensate GUMI as follows: (i) upon the execution of the GUMI Agreement, the Company granted GUMI warrants (the "Warrants") exercisable to purchase 200,000 shares of the Company's common stock ("Warrant Shares") at an exercise price of USD$0.05 per share (the "Exercise Price"); (ii) upon completion of the Prototype, granting GUMI additional Warrants to purchase 200,000 additional Warrant Shares at the Exercise Price; and (iii) upon completion of a Commercial Device ready for manufacture and sale, granting GUMI additional Warrants to purchase 200,000 additional Warrant Shares at the Exercise Price. The Warrants shall expire 3 years from the date of each grant and shall be subject to adjustment in the event of any recapitalization of the Company's capital stock. In addition to the consideration represented by the grant of Warrants, the Agreement further provides that following commencement of sale of the Commercial Device and until such time that GUMI has recouped all costs and expenses that it has incurred and paid in connection with the completion of development of the Prototype and the manufacture of the Commercial Device ("Date of Recoupment"), one hundred (100%) percent of the net sales revenues shall be paid and distributed to GUMI. On and after the Date of Recoupment, net sales revenues shall be paid sixty-five (65%) percent to GUMI and thirty-five (35%) percent to the Company. The Company recorded $107,074 in fiscal year 2013 in expenses related to 600,000 vested warrants previously granted to GUMI Tel Aviv Ltd. The warrants were valued using the Black-Scholes option pricing model. The inputs for the valuation analysis of the warrants include the market value of the Company's common stock were as follows: the estimated volatility of the Company's common stock used in the Black-Scholes option pricing model was 318%, the exercise price and the risk free interest rate used were $0.05 and 0.36%, respectively. All warrants are fully vested. | Note 5. Future Commitment and Issuance of Warrants. During 2014, the Company signed advisory services agreements with officers of its subsidiary pursuant to which the officers are entitled to 51,785,417 options to be granted if and when our subsidiary achieves 3 milestones. As of March 30, 2015, none of the milestones has been achieved and therefore no options have vested. On March 5, 2013, the Company and GUMI Tel Aviv Ltd, a major, privately-held Israeli technology company ("GUMI"), entered into development/manufacturing/marketing agreement ("GUMI Agreement"). GUMI is engaged in the manufacture, import/export, marketing and install industrial equipment and designing technical solutions. Pursuant to the GUMI Agreement, GUMI agreed to: (i) complete the development of the Prototype of the Patented Device; (ii) manufacture the commercial model(s) of the Patented device; and (iii) market the commercial model(s) of the Patented Device. In consideration for developing the Prototype and manufacturing and marketing/distributing commercial models of the Patented Device as well as incurring all related costs and expenses in connection therewith, the Company shall compensate GUMI as follows: (i) upon the execution of the GUMI Agreement, the Company granted GUMI warrants (the "Warrants") exercisable to purchase 200,000 shares of the Company's common stock ("Warrant Shares") at an exercise price of USD$0.05 per share (the "Exercise Price"); (ii) upon completion of the Prototype, granting GUMI additional Warrants to purchase 200,000 additional Warrant Shares at the Exercise Price; and (iii) upon completion of a Commercial Device ready for manufacture and sale, granting GUMI additional Warrants to purchase 200,000 additional Warrant Shares at the Exercise Price. The Warrants shall expire 3 years from the date of each grant and shall be subject to adjustment in the event of any recapitalization of the Company's capital stock. In addition to the consideration represented by the grant of Warrants, the Agreement further provides that following commencement of sale of the Commercial Device and until such time that GUMI has recouped all costs and expenses that it has incurred and paid in connection with the completion of development of the Prototype and the manufacture of the Commercial Device ("Date of Recoupment"), one hundred (100%) percent of the net sales revenues shall be paid and distributed to GUMI. On and after the Date of Recoupment, net sales revenues shall be paid sixty-five (65%) percent to GUMI and thirty-five (35%) percent to the Company. The Company recorded $107,074 in fiscal year 2013 in expenses related to 600,000 vested warrants previously granted to GUMI Tel Aviv Ltd. The warrants were valued using the Black-Scholes option pricing model. The inputs for the valuation analysis of the warrants include the market value of the Company's common stock were as follows: the estimated volatility of the Company's common stock used in the Black-Scholes option pricing model was 318%, the exercise price and the risk free interest rate used were $0.05 and 0.36%, respectively. All warrants are fully vested. |
Note 6. Going Concern.
Note 6. Going Concern. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
6. Going Concern | 6. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of March 31, 2015, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of asset or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | Note 6. Going Concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2014, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of asset or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Note 7. Subsequent Events.
Note 7. Subsequent Events. | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
7. Subsequent Events | 7. Subsequent Events On April 21, 2015, we cancelled 500,000 shares previously issued for consulting services. There were no additional subsequent events following the period ended March 31, 2015 and throughout the date of the filing of Form 10-Q. | Note 7. Subsequent Events. There were no subsequent events following the period ended December 31, 2014 and throughout the date of the filing of this Form 10-K. |
Note 1. The Company and Signi14
Note 1. The Company and Significant Accounting Policies: Use of Estimates, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Use of Estimates, Policy | Use of Estimates: | Use of Estimates: |
Note 1. The Company and Signi15
Note 1. The Company and Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents: | Cash and Cash Equivalents: |
Note 1. The Company and Signi16
Note 1. The Company and Significant Accounting Policies: Property and Equipment, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Property and Equipment, Policy | Property and Equipment: | Property and Equipment: |
Note 1. The Company and Signi17
Note 1. The Company and Significant Accounting Policies: Valuation of Long-Lived Assets, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Valuation of Long-Lived Assets, Policy | Valuation of Long-Lived Assets: | Valuation of Long-Lived Assets: |
Note 1. The Company and Signi18
Note 1. The Company and Significant Accounting Policies: Foreign Currency, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Foreign Currency, Policy | Foreign Currency: | Foreign Currency: |
Note 1. The Company and Signi19
Note 1. The Company and Significant Accounting Policies: Stock Based Compensation, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Stock Based Compensation, Policy | Stock Based Compensation: | Stock Based Compensation: |
Note 1. The Company and Signi20
Note 1. The Company and Significant Accounting Policies: Accounting For Obligations and Instruments Potentially To Be Settled In The Company's Own Stock, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Accounting For Obligations and Instruments Potentially To Be Settled In The Company's Own Stock, Policy | Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: | Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: |
Note 1. The Company and Signi21
Note 1. The Company and Significant Accounting Policies: Fair Value of Financial Instruments, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Fair Value of Financial Instruments, Policy | Fair Value of Financial Instruments: | Fair Value of Financial Instruments: |
Note 1. The Company and Signi22
Note 1. The Company and Significant Accounting Policies: Fair Value Measurements, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Fair Value Measurements, Policy | Fair Value Measurements: Level 1: Level 2: - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: The assets or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on March 31, 2015 and December 31, 2014 and the year then ended on a recurring basis: Fair Value Measurements at March 31, 2015 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended March 31, 2015 and December 31, 2014, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. | Fair Value Measurements: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The assets or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on December 31, 2014 and December 31, 2013 and the year then ended on a recurring basis: Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2013 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended December 31, 2014 and December 31, 2013, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. |
Note 1. The Company and Signi23
Note 1. The Company and Significant Accounting Policies: Earnings Per Common Share, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Earnings Per Common Share, Policy | Earnings per Common Share: | Earnings per Common Share: |
Note 1. The Company and Signi24
Note 1. The Company and Significant Accounting Policies: Income Taxes, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Income Taxes, Policy | Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. | Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. |
Note 1. The Company and Signi25
Note 1. The Company and Significant Accounting Policies: Uncertain Tax Positions, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Uncertain Tax Positions, Policy | Uncertain Tax Positions: Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2010. We are not under examination by any jurisdiction for any tax year. At March 31, 2015 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. | Uncertain Tax Positions: Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. We are not under examination by any jurisdiction for any tax year. At December 31, 2014 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. |
Note 1. The Company and Signi26
Note 1. The Company and Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Recent Accounting Pronouncements, Policy | Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity's ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16 - Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17 - Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2014 Annual Report and should be read in conjunction with the Notes to Financial Statements which appear in that report. The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended March 31, 2015 and 2014. All such adjustments are of a normal recurring nature. The Financial Statements do not include some information and notes necessary to conform to annual reporting requirements. | Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In April 2014, the FASB issued ASU 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. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. |
Note 1. The Company and Signi27
Note 1. The Company and Significant Accounting Policies: Fair Value Measurements, Policy: Schedule of Fair Value, Assets and Liabilities Measured as Of December 31, 2014 and 2013 (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Tables/Schedules | ||
Schedule of Fair Value, Assets and Liabilities Measured as Of March 31, 2015 and December 31, 2014 | Fair Value Measurements at March 31, 2015 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - | Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2013 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - |