Restatement | 12 Months Ended |
Dec. 31, 2013 |
Notes to Financial Statements | ' |
Note K - Restatement | ' |
On August 22, 2014, upon recommendation of the Company’s management, the Board of Directors of the Company concluded that its audited financial statements included in the Company’s Original Form 10-K cannot be relied upon due to an error relating to the push-down accounting impact of the purchase of 98.92% of the Company’s equity by Titan Partners, LLC (“Titan”) in December 2013. Because the purchase resulted in a change in ownership of the Company greater than 95%, causing the Company to become substantially wholly owned by Titan, Staff Accounting Bulletin (“SAB”) Topic 5J requires that a new basis of accounting be established for the purchased assets and liabilities (referred to as “push-down accounting”). The accounting treatment given to the purchase in the Company’s year-end 2013 financial statements did not take into effect that the purchase resulted in a change in ownership exceeding 95% as is required by SAB Topic 5J. The restatement related to the improper exclusion of the $250,000 purchase price, $3,945 of shell acquisition costs, and reclassification of $55,603 of shell acquisition costs from professional fees. Under purchase accounting guidance, these costs should have been pushed-down from the books of Titan Partners, LLC to the Company’s books. The result of including the impact of these amounts resulted in the Company recognizing a charge for shell acquisition costs in the amount of $309,548 of which $55,603 of this total was recorded in the Company's prior 2013 financial statements as professional fees in the statement of operations. The Company reclassified these professional fees to shell acquisition costs in the accompanying restated financial statements. The net restatement amount in the accompanying restated financial statements is $253,945 which consists of the total shell acquisition costs of $309,548 less the previously recorded shell acquisition costs classified from professional fees to shell acquisition costs of $55,603. |
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There is no change in the previously reported cash and cash equivalents or cash flows from operating and financing activities. The error had no impact on any period before or after December 31, 2013. |
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The impact of this error correction on the affected line items of the Company’s December 31, 2013 annual financial statement is set forth below: |
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Balance Sheet as of December 31, 2013 |
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| | As Previously Reported on | | | Adjustments | | | As Restated | | | | | | | | | | | | | |
Form 10-K | | | | | | | | | | | | |
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Due to shareholder | | $ | 41,057 | | | $ | - | | | $ | 41,057 | | | | | | | | | | | | | |
Accrued shell acquisition costs | | | - | | | | 109,548 | | | | 109,548 | | | | | | | | | | | | | |
Accrued expenses | | | 72,656 | | | | -55,603 | | | | 17,053 | | | | | | | | | | | | | |
Total Liabilities | | | 113,713 | | | | 53,945 | | | | 167,658 | | | | | | | | | | | | | |
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Stockholders' Deficit: | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stock, $0.001 par value, 100,000,000 shares authorized, 10,000,008 shares, 100,000,000 shares and 100,000,000 shares issued and outstanding | | | 10,000 | | | | - | | | | 10,000 | | | | | | | | | | | | | |
Additional paid-in capital | | | 105,029 | | | | 200,000 | | | | 305,029 | | | | | | | | | | | | | |
Deficit accumulated during the development stage | | | (228,704 | ) | | | (253,945 | ) | | | (482,649 | ) | | | | | | | | | | | | |
Total Stockholders' Deficit | | | (113,675 | ) | | | (53,945 | ) | | | (167,620 | ) | | | | | | | | | | | | |
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Total Liabilities and Stockholders' Deficit | | $ | 38 | | | $ | - | | | $ | 38 | | | | | | | | | | | | | |
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| | Statements of Operations for the Year Ended | | | Statements of Operations for the Period from August 1, 2007 (date of bankruptcy settlement) through December 31, 2013 | |
31-Dec-13 |
| | As Previously Reported on | | | Adjustments | | | As Restated | | | As Previously Reported on | | | Adjustments | | | As Restated | |
Form 10-K | Form 10-K |
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Revenues | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
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Operating Expenses | | | | | | | | | | | | | | | | | | | | | | | | |
Professional fees | | | 124,323 | | | | (55,603 | ) | | | 68,720 | | | | 156,615 | | | | (55,603 | ) | | | 101,012 | |
Reorganization costs | | | - | | | | - | | | | - | | | | 52,500 | | | | - | | | | 52,500 | |
Shell acquisition costs | | | - | | | | 309,548 | | | | 309,548 | | | | - | | | | 309,548 | | | | 309,548 | |
Other general and administrative costs | | | 2,005 | | | | - | | | | 2,005 | | | | 19,590 | | | | - | | | | 19,590 | |
Total operating expenses | | | 126,328 | | | | 253,945 | | | | 380,273 | | | | 228,705 | | | | 253,945 | | | | 482,650 | |
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Loss from operations | | | (126,328 | ) | | | (253,945 | ) | | | (380,273 | ) | | | (228,705 | ) | | | (253,945 | ) | | | (482,650 | ) |
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Other Income (Expense) | | | | | | | | | | | | | | | | | | | | | | | | |
Reorganization costs | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Interest income | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | 1 | |
Total other income (expense) | | | - | | | | - | | | | - | | | | 1 | | | | - | | | | 1 | |
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Loss before provision for income taxes | | | (126,328 | ) | | | (253,945 | ) | | | (380,273 | ) | | | (228,704 | ) | | | (253,945 | ) | | | (482,649 | ) |
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Provision for income taxes | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
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Net Loss | | $ | (126,328 | ) | | $ | (253,945 | ) | | $ | (380,273 | ) | | $ | (228,704 | ) | | $ | (253,945 | ) | | $ | (482,649 | ) |
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Loss per weighted-average share of common stock outstanding - basic and diluted | | $ | (0.01 | ) | | $ | (0.03 | ) | | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.03 | ) | | $ | (0.05 | ) |
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Weighted-average number of shares of common stock outstanding - basic and diluted | | | 10,000,008 | | | | 10,000,008 | | | | 10,000,008 | | | | 10,000,008 | | | | 10,000,008 | | | | 10,000,008 | |
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| | Statements of Cash Flows for the Year Ended | | | Statements of Cash Flows for the Period from August 1, 2007 (date of bankruptcy settlement) through December 31, 2013 | |
31-Dec-13 |
| | As Previously Reported on | | | Adjustments | | | As Restated | | | As Previously Reported on | | | Adjustments | | | As Restated | |
Form 10-K | Form 10-K |
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Cash flows from operating activities: | | | | | | | | | | | | | | | | | | |
Net loss | | $ | (126,328 | ) | | $ | (253,945 | ) | | $ | (380,273 | ) | | $ | (228,704 | ) | | $ | (253,945 | ) | | $ | (482,649 | ) |
Adjustments to reconcile net loss to net cash used for operating activities | | | | | | | | | | | | | | | | | | | | | | | | |
Shell acquisition costs | | | - | | | | 309,548 | | | | 309,548 | | | | - | | | | 309,548 | | | | 309,548 | |
Increase in accrued expenses | | | 72,656 | | | | -55,603 | | | | 17,053 | | | | 72,656 | | | | -55,603 | | | | 17,053 | |
Net cash used for operating activities | | | (53,672 | ) | | | - | | | | (53,672 | ) | | | (156,048 | ) | | | - | | | | (156,048 | ) |
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Supplemental Disclosure | | | | | | | | | | | | | | | | | | | | | | | | |
Push down of capital to acquire shell to paid-in-capital and shell acquisition costs | | | - | | | | 309,548 | | | | 309,548 | | | | - | | | | 309,548 | | | | 309,548 | |
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