OWC Pharmaceutical Research (OWCP) 10-Q 13 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	9 Months Ended
	Sep. 30, 2015	Jun. 30, 2015
Document and Entity Information:
Entity Registrant Name	OWC Pharmaceutical Research Corp.
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Trading Symbol	owcp
Amendment Flag	false
Entity Central Index Key	1,431,934
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	81,377,541
Entity Public Float		$ 2,500,000
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	Q3

OWC Pharmaceutical Research Cor

OWC Pharmaceutical Research Corp. - Consolidated Balance Sheets		Sep. 30, 2015USD ($)	Dec. 31, 2014USD ($)
Current Assets:
Cash		$ 531,821	$ 1,469,267
Receivables and other current assets		10,744	0
Prepaid expenses		$ 0	$ 24,091
Total current assets		542,565	1,493,358
Property and equipment, net		25,673	29,454
Total assets		568,238	1,522,812
Current Liabilities:
Accounts payable - trade		44,542	16,523
Accrued expenses		$ 2,950	$ 43,643
Advances and account payable to related parties		0	138
Total current liabilities		$ 47,492	$ 60,304
Total liabilities		47,492	60,304
Stockholders' equity:
Preferred stock	[1]	0	0
Common stock	[2]	814	784
Additional paid-in capital		8,486,026	8,000,847
Common stock subscriptions receivable		(651,730)	(651,730)
Accumulated deficit		$ (7,316,134)	$ (5,893,878)
Accumulated other comprehensive income		1,770	6,485
Total stockholders' equity (deficit)		$ 520,746	$ 1,462,508
Total liabilities and stockholders' equity		$ 568,238	$ 1,522,812
[1]	$0.00001 par value. Authorized 20,000,000 shares: none issued and outstanding at September 30, 2015 and December 31, 2014, respectively.
[2]	$0.00001 par value. Authorized 500,000,000 shares: 81,377,541 and 78,429,241 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively.

OWC Pharmaceutical Research Co3

OWC Pharmaceutical Research Corp. - Consolidated Statements of Operations	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)$ / sharesshares	Sep. 30, 2014USD ($)$ / sharesshares	Sep. 30, 2015USD ($)$ / sharesshares	Sep. 30, 2014USD ($)$ / sharesshares
Consolidated Statements of Operations
Revenues	$ 0	$ 0	$ 0	$ 0
Expenses:
General and administrative expenses	311,391	4,353,771	1,135,481	4,718,983
Research and development	96,834	0	286,774	0
Loss from operations	(408,225)	(4,353,771)	(1,422,255)	(4,718,983)
Other income (expenses):
Interest expense	$ 0	$ 0	$ 0	$ (2,923)
Total other income (expense)	0	0	0	(36,957)
Total costs and expenses	$ (408,225)	$ (4,353,771)	$ (1,422,255)	$ (4,755,940)
Loss loss before income taxes	(408,225)	(4,353,771)	(1,422,255)	(4,755,940)
Income tax	0	0	0	0
Net loss	$ (408,225)	$ (4,353,771)	$ (1,422,255)	$ (4,755,940)
Basic and diluted per share amounts:
Basic and diluted net loss | $ / shares	$ (0.01)	$ (0.07)	$ (0.02)	$ (0.10)
Weighted average shares outstanding (basic and diluted) | shares	81,219,430	59,156,164	80,308,561	45,502,721

OWC Pharmaceutical Research Co4

OWC Pharmaceutical Research Corp. - Consolidated Statements Comprehensive Income (Loss) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Consolidated Statements Comprehensive Income (Loss)
Net loss	(408,225)	(4,353,771)	(1,422,255)	(4,755,940)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	$ 893	$ 0	$ (4,715)	$ 0
Total other comprehensive income, net of tax	893	0	(4,715)	0
Comprehensive income (loss)	$ (407,332)	$ (4,353,771)	$ (1,426,970)	$ (4,755,940)

OWC Pharmaceutical Research Co5

OWC Pharmaceutical Research Corp. - Consolidated Statements of Cash Flow	9 Months Ended
	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)
Cash flows from operating activities:
Net loss	(1,422,255)	(4,755,940)
Adjustments to reconcile net loss to net cash used in operating activites:
Contributed capital	$ 0	$ (6,766)
Amortization of debt discount	0	34,034
Depreciation	$ 6,960	$ 788
Common stock issued for services	360,369	513,000
Fair value of warrants issued for services	10,839	3,857,135
Changes in net assets and liabilities:
(Increase) decrease in accounts receivable	$ 13,346	$ 0
(Increase) decrease prepaid expenses	$ 0	$ (21,966)
Accounts payable - related party	(138)	0
Increase (decrease) in accounts payable	$ 28,020	$ 12,158
Increase (decrease) in accrued expenses	(40,693)	38,920
Net cash provided by (used in) operating activities	$ (1,043,552)	$ (328,637)
Cash flows from investing activities:
Purchase of equipment	(3,179)	(26,463)
Net cash used in investing activities	$ (3,179)	$ (26,463)
Cash flows from financing activities:
Proceeds from issuance of common stock	114,000	1,741,999
Proceeds of debt borrowings	0	14,500
Principal payments	0	(14,500)
Net cash provided by financing activities	$ 114,000	$ 1,741,999
Foreign currency translation	(5,608)	0
Change in cash	$ (937,446)	$ 1,386,899
Cash at beginning of period	1,469,267	2,469
Cash at end of period	531,821	1,389,368
Non cash transactions:
Debt and accrued interest converted to equity	0	132,642

1. The Company and Significant

1. The Company and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Notes
1. The Company and Significant Accounting Policies	1. The Company and Significant Accounting Policies Organizational Background: The accompanying financial statements of OWCP were prepared from the accounts of the Company under the accrual basis of accounting. Certain amounts in the financial statements have been reclassified to conform to the current presentation. The reclassifications had no effect on the reported net loss. 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: evel 2: Level 3: 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 September 30, 2015 and December 31, 2014 and the year then ended on a recurring basis: Fair Value Measurements at September 30, 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 September 30, 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 September 30, 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 In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Currently, debt issuance costs are recognized as deferred charges and recorded as other assets. The guidance is effective for annual and interim periods beginning after December 15, 2015 with early adoption permitted and is to be implemented retrospectively. Adoption of the new guidance will only affect the presentation of the Company's consolidated balance sheets and will have no impact to our financial statements. 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 and nine-month periods ended September 30, 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.

2. Stockholders' Equity

2. Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Notes
2. Stockholders' Equity	2. Stockholders' Equity Common Stock Stock Issued for Cash in 2015: In August of 2015, we also received $24,000 through a placement of 100,000 common stock units. Those units were sold at $0.24 per unit. Each unit consisted of two shares of common stock and two warrants to purchase common stock, which warrants are exercisable at $0.12 and $0.25 and expire on August 31, 2016 and expire on August 31, 2017, respectively. In connection with a private placement of 10,000,000 shares of common stock in February of 2015 we sold 800,000 shares to one investor for the offering price of $0.05 per share that resulted in total proceeds of $40,000. During 2015, we also received $50,000 through a placement of common stock units. Those units were sold at $0.15 per unit. Each unit consisted of one share of common stock and one warrant to purchase common stock. The related warrants are exercisable at $0.25 and expire on December 31, 2016. Stock Issued for Services in 2015: During the interim period ended September 30, 2015 we issued 1,614,935 shares of our common stock to unrelated parties as payment for services. The shares were valued at the closing price as of the date of the agreements (ranging from $0.19 to $0.25) and resulted in full recognition of $360,369 in consulting services expense. During the period ended June 30, 2015, the Company cancelled 500,000 shares of common stock previously issued for services. Historical Activity in 2014: Stock Issued Upon Conversion of Debt in 2014: On July 1, 2014 we issued 179,300 shares of our common stock in settlement of $1,500 in convertible note payable plus associated accrued interest of $293. The conversion occurred within the terms of the promissory note and no gain or loss resulted. On February 28, 2014 we issued 13,084,000 shares of our common stock in settlement of $114,414 in convertible note payable plus associated accrued interest of $16,435. The conversion occurred within the terms of the promissory note and no gain or loss resulted. Stock Issued for Cash in 2014: In connection with a private placement of 10,000,000 shares of common stock in March and April of 2014 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. During 2014 we received $1,164,300 through a placement of common stock units. Those units were sold at $0.09 per unit. Each unit consisted of one share of common stock and one warrant to purchase common stock. We issued 12,936,662 shares through September 30th to 22 investors of this offering. The warrants are exercisable at $0.16 and expired in June, 2015. During 2014 we received $554,200 through a placement of common stock units. Those units were sold at $0.15 per unit. Each unit consisted of one share of common stock and one warrant to purchase common stock. We issued 3,694,666 shares through September 30th to 4 investors of this offering. The warrants are exercisable at $0.16 and expired in June 2015. Stock Issued for Services in 2014: During the interim period ended September 30, 2014 we issued 300,000 shares of our common stock to an unrelated party as payment for services. We also issued 400,000 shares to two former officers and directors of the company as part of a severance agreement. The shares were valued at the closing price as of the date of the agreements ($0.25 and $0.28, respectively) and resulted in full recognition of $187,000 in consulting services expense. During the interim periods ended on or before June 30, 2014 we issued 9,208,600 shares of our common stock to seven unrelated parties as payment for services. The shares were valued at the closing price as of the date of the agreement ($0.05) and resulted in full recognition of $481,430 in consulting services expense. In June we cancelled 3,108,600 of these shares valued at $155,430 resulting in $305,000 in consulting expense through September 30, 2014. Options Issued for Services in 2014: During the interim period ended September 30, 2014 we issued 14,350,000 common stock options. 350,000 of those options valued at $82,640 were granted to former related parties while 14,000,000 options valued at $3,774,496 were granted for services provided by unrelated parties. 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. Warrants As part of the 2015 unit offerings the Company issued a total of 533,333 warrants to purchase up to 533,333 shares of common stock ranging from $0.12 to $0.25 per share. The relative fair value of the warrants attached to the common stock issued was estimated at the date of grant using the Black-Sholes-Merton pricing model. The relative fair value of the attached to the common stock component is $39,711 and the relative fair value of the warrants is $34,289 as of the grant date. 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 period based upon the stated terms.

3. Related Party Transactions N

3. Related Party Transactions Not Disclosed Elsewhere	9 Months Ended
	Sep. 30, 2015
Notes
3. Related Party Transactions Not Disclosed Elsewhere	3. Related Party Transactions Not Disclosed Elsewhere Due Related Parties: Amounts due related parties totaled $0 at September 30, 2015 and $138 at December 31, 2014, respectively. Accounts receivable from related parties was $0 at September 30, 2015 and $0 at December 31, 2014.

4. Receivables and Other Curren

4. Receivables and Other Current Assets	9 Months Ended
	Sep. 30, 2015
Notes
4. Receivables and Other Current Assets	4. Receivables and Other Current Assets As of September 30, 2015, the Company recorded $10,744 in receivables and other current assets. This amount represents value added tax ("VAT") paid in connection with certain expenses we incurred and is reimbursed by Israeli Tax Authority every two months.

5. Notes Payable

5. Notes Payable	9 Months Ended
	Sep. 30, 2015
Notes
5. Notes Payable	5. Notes Payable Unsecured Notes Payable Without 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, $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.

6. Future Commitment and Issuan

6. Future Commitment and Issuance of Warrants	9 Months Ended
	Sep. 30, 2015
Notes
6. Future Commitment and Issuance of Warrants	6. 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.

7. Going Concern

7. Going Concern	9 Months Ended
	Sep. 30, 2015
Notes
7. Going Concern	7 . 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 September 30, 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.

8. Subsequent Events

8. Subsequent Events	9 Months Ended
	Sep. 30, 2015
Notes
8. Subsequent Events	8. Subsequent Events There were no subsequent events following the period ended September 30, 2015 and throughout the date of the filing of Form 10-Q.

1. The Company and Significan14

1. The Company and Significant Accounting Policies: Use of Estimates, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Use of Estimates, Policy	Use of Estimates:

1. The Company and Significan15

1. The Company and Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Cash and Cash Equivalents, Policy	Cash and Cash Equivalents:

1. The Company and Significan16

1. The Company and Significant Accounting Policies: Property, Plant and Equipment, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Property, Plant and Equipment, Policy	Property and Equipment:

1. The Company and Significan17

1. The Company and Significant Accounting Policies: Impairment or Disposal of Long-Lived Assets, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Impairment or Disposal of Long-Lived Assets, Policy	Valuation of Long-Lived Assets:

1. The Company and Significan18

1. The Company and Significant Accounting Policies: Foreign Currency, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Foreign Currency, Policy	Foreign Currency:

1. The Company and Significan19

1. The Company and Significant Accounting Policies: Stock-Based Compensation, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Stock-Based Compensation, Policy	Stock Based Compensation:

1. The Company and Significan20

1. The Company and Significant Accounting Policies: Accounting For Obligations and Instruments Potentially To Be Settled In The Comany's Own Stock, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Accounting For Obligations and Instruments Potentially To Be Settled In The Comany's Own Stock, Policy	Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock:

1. The Company and Significan21

1. The Company and Significant Accounting Policies: Fair Value of Financial Instruments, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Fair Value of Financial Instruments, Policy	Fair Value of Financial Instruments:

1. The Company and Significan22

1. The Company and Significant Accounting Policies: Fair Value Measurement, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Fair Value Measurement, Policy	Fair Value Measurements: Level 1: evel 2: Level 3: 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 September 30, 2015 and December 31, 2014 and the year then ended on a recurring basis: Fair Value Measurements at September 30, 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 September 30, 2015 and December 31, 2014, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.

1. The Company and Significan23

1. The Company and Significant Accounting Policies: Earnings Per Common Share, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Earnings Per Common Share, Policy	Earnings per Common Share:

1. The Company and Significan24

1. The Company and Significant Accounting Policies: Income Taxes, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
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.

1. The Company and Significan25

1. The Company and Significant Accounting Policies: Uncertaint Tax Positions, Policy (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Uncertaint 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 September 30, 2015 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10.

1. The Company and Significan26

1. The Company and Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2015
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, "Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Currently, debt issuance costs are recognized as deferred charges and recorded as other assets. The guidance is effective for annual and interim periods beginning after December 15, 2015 with early adoption permitted and is to be implemented retrospectively. Adoption of the new guidance will only affect the presentation of the Company's consolidated balance sheets and will have no impact to our financial statements. 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 and nine-month periods ended September 30, 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.

1. The Company and Significan27

1. The Company and Significant Accounting Policies: Fair Value Measurement, Policy: Fair Value Measurements as of September 30, 2015 and December 31, 2014 (Tables)	9 Months Ended
	Sep. 30, 2015
Tables/Schedules
Fair Value Measurements as of September 30, 2015 and December 31, 2014	Fair Value Measurements at September 30, 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 $ - $ - $ - $ -