Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | ||
Entity Registrant Name | Solarflex Corp. | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1494162 | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 135,249,990 | |
Entity Public Float | $9,494,162 | |
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 | 2015 | |
Document Fiscal Period Focus | Q1 |
Solaflex_Corp_Balance_Sheets
Solaflex Corp. - Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
Balance Sheets | ||||
Cash and cash equivalents | $10,676 | $1,824 | ||
Total current assets | 10,676 | 1,824 | ||
Total Assets | 10,676 | 1,824 | ||
Accrued expenses | 2,150 | 4,150 | ||
Acccrued interest | 13,125 | 9,810 | ||
Current portion of convertible note payable, net of discount | 15,917 | 77,275 | ||
Current portion of convertible note payable, net of discount - in default | 84,000 | 0 | ||
Total current liabilities | 115,192 | 91,235 | ||
Total liabilities | 115,192 | 91,235 | ||
Common stock | 13,525 | [1] | 13,525 | [1] |
Additional paid in capital | 505,124 | 491,791 | ||
Accumulated deficit | -623,165 | -594,727 | ||
Total stockholders' (deficit) | -104,516 | -89,411 | ||
Total Liabilities and Stockholders' (Deficit) | $10,676 | $1,824 | ||
[1] | $0.0001 par value; 500,000,000 shares authorized; 135,249,990 issued and outstanding at March 31, 2015 and December 31, 2014 |
Solarflex_Corp_Statements_of_O
Solarflex Corp. - Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statements of Operations | ||
Revenue | $0 | $0 |
General and administrative | 9,148 | 27,113 |
Total general and administrative expenses | 9,148 | 27,113 |
Loss from operations | -9,148 | -27,113 |
Interest expense | -3,315 | -1,378 |
Amortization of debt discount | -15,975 | -11,477 |
Total costs and expenses | -28,438 | -39,968 |
Net loss before income taxes | -28,438 | -39,968 |
Provision for income tax | 0 | 0 |
Net loss | ($28,438) | ($39,968) |
(Loss) per common share - basic and diluted | $0 | $0 |
Weighted average number of common shares outstanding - basic and diluted | 135,249,990 | 134,999,990 |
Solarflex_Corp_Statements_of_C
Solarflex Corp. - Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Statements of Cash Flows | ||
Net loss | -28,438 | -39,968 |
Amortization of debt discount' | 15,975 | 11,477 |
Increase (decrease) in accounts payable and accrued liabilities | $1,315 | ($1,179) |
Net Cash used in operating activities | -11,148 | -29,670 |
Purchase of equipment | 0 | 0 |
Cash used in investing activities | 0 | 0 |
Proceeds of convertible debt | 22,000 | 55,000 |
Net cash provided by financing activities | 22,000 | 55,000 |
Change in cash | $8,852 | $25,330 |
Cash - beginning of period | 1,824 | 971 |
Cash - end of period | 10,676 | 26,301 |
Debt discount | 13,333 | 55,000 |
1_The_Company_and_Significant_
1. The Company and Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes | |||||||||
1. The Company and Significant Accounting Policies | 1. The Company and Significant Accounting Policies | ||||||||
Organizational Background: Solarflex Corp. (“Solarflex” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on February 12, 2010. The business plan of the Company is to develop a commercial application of the design in a patent of a “Solar element and method of manufacturing the same”. The Company also intends to produce a prototype, and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. | |||||||||
Basis of Presentation: 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, and the Company had negative working capital. 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 assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |||||||||
Significant Accounting Policies | |||||||||
Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. | |||||||||
Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of March 31, 2015 and December 31, 2014. | |||||||||
Property and Equipment: New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. | |||||||||
Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. | |||||||||
Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price of the warrants and the risk free interest rate. | |||||||||
Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock. | |||||||||
Fair Value of Financial Instruments: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At March 31, 2015 and December 31, 2014, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. | |||||||||
Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: | |||||||||
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 March 31, 2015 and December 31, 2014 and the year periods 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: We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |||||||||
Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||
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 | |||||||||
The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements. | |||||||||
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 FIN 48. | |||||||||
Recent Accounting Pronouncements | |||||||||
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. |
2_Stockholders_Equity
2. Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
2. Stockholders' Equity | 2. Stockholders' Equity |
During the quarter ended June 30, 2014 we issued 250,000 shares of our common stock valued at $0.13 or $32,500 as consideration for services. The shares were valued using the closing price at the date of grant. | |
Common Stock Split | |
On September 20, 2013 we declared a forward split of our common stock. The formula provided that every one (1) issued and outstanding shares of common stock of the Corporation be automatically split into ten (10) shares of common stock. The forward stock split was effective September 20, 2013 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect shares outstanding or issuable as though the forward split had occurred at inception, February 12, 2010. |
3_Convertible_Notes
3. Convertible Notes | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Notes | |||||
3. Convertible Notes | 3. Convertible Notes | ||||
Current 2015 Reporting Period: | |||||
During 2015 the Company signed two unsecured promissory notes with unrelated parties for an aggregate of $20,000. The notes bear interest at12% per annum and are due approximately one year from the date of issuance. The notes have a conversion right that allows the holder of each note to convert the principal balance into the Company’s common stock at the lender's sole discretion at $0.03 per share. | |||||
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 because the effective conversion price was less than the quoted market price at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF of $13,333 has been recorded as a discount to the notes payable and to Additional Paid-in Capital. | |||||
For the period ended March 31, 2015 the Company has recognized $3,315 in accrued interest expense related to the convertible notes and has amortized $15,975 of the beneficial conversion feature which has also been recorded as interest expense. The carrying value of convertible note is as follows: | |||||
31-Mar-15 | 31-Dec-14 | ||||
Face amount of the notes | $ | 75,000 | $ | 20,000 | |
less unamortized discount | -58,112 | -14,589 | |||
Carrying Value | $ | 16,888 | $ | 5,411 | |
Four notes totaling $84,000 with maturity dates on or before March 31, 2015 remain unpaid and are in default as of that date. | |||||
During 2014: | |||||
During 2014, the Company signed seven unsecured promissory notes with unrelated parties for an aggregate of $79,000. The notes bear interest at12% per annum and are due approximately one year from the date of issuance. The notes have a conversion right that allows the holder of each note to convert the principal balance into the Company’s common stock at the lender's sole discretion at $0.03 per share. | |||||
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 because the effective conversion price was less than the quoted market price at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF of $79,000 has been recorded as a discount to the notes payable and to Additional Paid-in Capital. | |||||
For the year ended December 31, 2014 the Company had recognized $9,161 in accrued interest expense related to the convertible notes and had amortized $70,864 of the beneficial conversion feature which had also been recorded as interest expense. |
4_Future_Commitment
4. Future Commitment | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
4. Future Commitment | 4. Future Commitment |
On March 10, 2010, the Company entered into a Patent Sale Agreement whereby the Company acquired all of the rights, title and interest in the patent known as the “Solar element and method of manufacturing the same”. In consideration of the sale the Company agrees to pay to seller a sum equal to 10% of the royalties that the Company will receive in relation to the patent for an indefinite period. |
5_Going_Concern
5. Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
5. Going Concern | 5. 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 assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
6_Subsequent_Events
6. Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
6. Subsequent Events | 6. Subsequent Events |
There were no material subsequent events following the period ended March 31, 2015 and throughout the date of the filing of Form 10-Q. | |
1_The_Company_and_Significant_1
1. The Company and Significant Accounting Policies: Use of Estimates, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Use of Estimates, Policy | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
1_The_Company_and_Significant_2
1. The Company and Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. There were no cash equivalents as of March 31, 2015 and December 31, 2014. |
1_The_Company_and_Significant_3
1. The Company and Significant Accounting Policies: Property and Equipment, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Property and Equipment, Policy | Property and Equipment: New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. |
1_The_Company_and_Significant_4
1. The Company and Significant Accounting Policies: Valuation of Long-Lived Assets, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Valuation of Long-Lived Assets, Policy | Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. |
1_The_Company_and_Significant_5
1. The Company and Significant Accounting Policies: Stock Based Compensation, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Stock Based Compensation, Policy | Stock Based Compensation: Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. We use the Black-Scholes option pricing model in valuing options. The inputs for the valuation analysis of the options include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price of the warrants and the risk free interest rate. |
1_The_Company_and_Significant_6
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 |
Mar. 31, 2015 | |
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: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock. |
1_The_Company_and_Significant_7
1. The Company and Significant Accounting Policies: Fair Value of Financial Instruments, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Fair Value of Financial Instruments, Policy | Fair Value of Financial Instruments: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At March 31, 2015 and December 31, 2014, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. |
1_The_Company_and_Significant_8
1. The Company and Significant Accounting Policies: Fair Value Measurements, Policy (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Policies | |||||||||
Fair Value Measurements, Policy | Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: | ||||||||
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 March 31, 2015 and December 31, 2014 and the year periods 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. |
1_The_Company_and_Significant_9
1. The Company and Significant Accounting Policies: Earnings Per Share, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Earnings Per Share, Policy | Earnings per Common Share: We compute net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. |
Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |
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. |
Recovered_Sheet1
1. The Company and Significant Accounting Policies: Uncertain Tax Positions, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Uncertain Tax Positions, Policy | Uncertain Tax Positions |
The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007. FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements. | |
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 FIN 48. |
Recovered_Sheet2
1. The Company and Significant Accounting Policies: Recent Accounting Pronouncements, Policy (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Recent Accounting Pronouncements, Policy | Recent Accounting Pronouncements |
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. |
Recovered_Sheet3
1. The Company and Significant Accounting Policies: Fair Value Measurements, Policy: Fair Value Measurements at March 31, 2015 and December 31, 2014 (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Tables/Schedules | |||||||||
Fair Value Measurements at 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 | $ | - | $ | - | $ | - | $ | - | |
3_Convertible_Notes_Schedule_o
3. Convertible Notes: Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Tables/Schedules | |||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | |||||
31-Mar-15 | 31-Dec-14 | ||||
Face amount of the notes | $ | 75,000 | $ | 20,000 | |
less unamortized discount | -58,112 | -14,589 | |||
Carrying Value | $ | 16,888 | $ | 5,411 |