SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 6 Months Ended |
Jun. 30, 2014 |
Notes to Financial Statements | ' |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | ' |
(A) Basis of Presentation |
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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for comprehensive presentation of financial position and results of operations. |
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VizConnect, Inc. (the "Company") was setup as a corporation under the laws of the State of Nevada on October 15, 2010. The Company, through its wholly-owned subsidiary, VizConnect LLC, a Massachusetts limited liability company, provides cloud based marketing services using a combination of mobile video marketing, video storage, and cloud computing in one easy to access system for a monthly fee. The Company’s year-end is December 31. |
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On February 13, 2013, VizConnect, Inc. consummated a share exchange with VizConnect LLC. Under the terms of the share exchange, the members of VizConnect LLC received 25,000,000 shares of the common stock of VizConnect, Inc. for 100% of the issued and outstanding member’s interest of VizConnect LLC. As a result of the transaction, the members of VizConnect LLC became the majority owners of VizConnect, Inc. and VizConnect LLC became a wholly-owned subsidiary. |
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The reverse merger is deemed a capital transaction and the net assets of VizConnect LLC (the accounting acquirer) are carried forward to the VizConnect, Inc. (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of VizConnect, Inc. and the assets and liabilities of VizConnect LLC, which are recorded at historical cost. The equity of VizConnect, Inc. is the historical equity of VizConnect LLC retroactively restated to reflect the number of shares issued by the Company in the transaction. |
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In connection with this transaction, the historical shareholders of VizConnect, Inc. were deemed to have been issued 15,680,000 shares of common stock upon completion of the reverse merger. |
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On February 23, 2013, VizConnect, Inc. concluded a 4-for-1 stock split, following which there were 40,680,000 shares of common stock issued and outstanding. |
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On October 29, 2013, the Company formed a majority owned subsidiary to conduct business solely in Canada. The majority owned subsidiary is included in the consolidated financial statements of the Company at its formation. The non-controlling interest investors have contibuted $100,000 into the subsidiary, which represents 20% ownership. The Company owns the remaining 80% of the subsidiaries. |
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It is management’s opinion that all material adjustments (consisting of normal reoccurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results expected for the year. |
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(B) Principal of Consolidation |
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The accompanying 2014 and 2013 unaudited condensed consolidated financial statements include the accounts of VizConnect, Inc., VizConnect LLC and its 80% owned-subsidiary, VizConnect Canada from the date of incorporation (October 29, 2013). |
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(C) Use of Estimates |
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In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the calculation of deferred revenue during the period and determinations of fair values of certain financial instruments |
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(D) Cash and Cash Equivalents |
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The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2014 and December 31, 2013, the Company had no cash equivalents. |
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(E) Income Taxes |
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The Company accounts for income taxes in accordance with FASB ASC 740 " Accounting for Income Taxes ". Under this approach, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and their liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. |
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(F) Software Development Costs |
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We expense software development costs to be marketed to external users, before technological feasibility of such products is reached. We have determined that technological feasibility is reached shortly before the release of those products and as a result, the development costs incurred after the establishment of technological feasibility and before the release of those products were not material, and accordingly, were expensed as incurred. Software development costs totaled $35,696 and $10,614 for the six-months periods ended June 30, 2014 and 2013, respectively. |
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(G) Business Segments |
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The Company operates in one segment and therefore segment information is not presented. |
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(H) Revenue Recognition |
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The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “ Revenue Recognition ”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. |
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The Company recognizes revenue from monthly subscriptions fees in the month in which services are provided. |
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The Company recognizes revenue from set up fees at the time the initial set up is complete and the fees are earned. |
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The Company recognizes revenue from distributor membership fees monthly over the one year membership period. Any fees collected in which the services are not provided are recorded as deferred revenue. |
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(I) Selling Expenses |
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The Company incurs selling expenses under a “multi-level” compensation plan, which includes commissions for subscription sales made and bonuses for assisting associated distributors in closing initial subscription sales. Commissions are earned from direct sales as well as the sales made through the sales network they have developed. Accrued commissions payable was $50,071 and $42,057 as of June 30, 2014 and December 31, 2013, respectively. |
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(J) Concentrations |
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As of June 30, 2014 and 2013, respectively, the Company has no customers whose sales account for more than 10% of total sales. |
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(K) Property and Equipment |
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Property and equipment is recorded at cost. Additions and betterments are capitalized; maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the asset’s estimated useful life, which is 5 years for furniture. Gains and losses on disposal are charged to operations. |
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(L) Fair Value Measurements |
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The Company’s capital structure includes the use of convertible debt features that are classified as derivative financial instruments. Derivative financial instruments are recognized as either assets or liabilities and are measured at fair value in accordance with FASB ASC 815 “ Derivatives and Hedging ”. ASC 815 requires that changes in fair value of derivative financial instruments with no hedging designation be recognized as gains (losses) in the earnings statement. Fair value measurement and disclosures are determined in accordance with FASB ASC 820 “ Fair Value Measurements and Disclosures ”. |
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FASB ASC 820 establishes a framework for measuring fair value by creating a hierarchy for observable independent market inputs and unobservable market assumptions and expands disclosures about fair value measurements. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the estimates present herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value. |
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The following inputs are used in the valuation of the financial assets and liabilities. |
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Level 1 - Inputs represent unadjusted quoted prices for identical assets and liabilities exchanged in active markets. |
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Level 2 - Inputs include directly or indirectly observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that are considered in fair value determinations of the assets or liabilities, such as interest rates or yield curves that are observable at commonly quoted intervals, volatilities, repayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
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Level 3 - Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs, because there is little, if any, market activity in the assets or liabilities or related observable inputs that can be corroborated at the measurement date. Measurements of non-exchange traded derivative contract assets and liabilities are primarily based on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets and liabilities. |
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The fair values of financial instruments that include cash and amounts due to related parties were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments. |
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The Company’s operations and financing activities are conducted primarily in United States dollars, and as a result are not subject to significant exposure to market risks from changes in foreign currency rates. Management has determined that the Company is not exposed to significant credit risk. |
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The following is a summary of liabilities measured at fair value on a recurring basis at June 30, 2014: |
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Description | | Total Fair | | | Level 1 | | | Level 2 | | | Level 3 | |
Value |
Derivatives: | | | | | | | | | | | | |
Conversion Feature Liability | | $ | 200,898 | | | | | | | | | | | $ | 200,898 | |
Total derivatives | | $ | 200,898 | | | | | | | | | | | $ | 200,898 | |
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The following is a summary of liabilities measured at fair value on a recurring basis at December 31, 2013: |
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Description | | Total Fair | | | Level 1 | | | Level 2 | | | Level 3 | |
Value |
Derivatives: | | | | | | | | | | | | |
Conversion Feature Liability | | $ | 203,850 | | | | | | | | | | | $ | 203,850 | |
Total derivatives | | $ | 203,850 | | | | | | | | | | | $ | 203,850 | |
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The changes in derivatives measured at fair value for which, the Company has used Level 3 inputs to determine fair value at June 30, 2014 are as follows: |
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| | | For the six months ended June 30, 2014 | | | | | | | | | | | | | |
Beginning of the year | | $ | 203,850 | | | | | | | | | | | | | |
Additional loans | | | 58,000 | | | | | | | | | | | | | |
Loss on change in fair value | | | 158,160 | | | | | | | | | | | | | |
Settlements | | | (219,112 | ) | | | | | | | | | | | | |
End of the quarter | | $ | 200,898 | | | | | | | | | | | | | |
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The following is a description of the valuation methodology used for liabilities measured at fair value. |
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Conversion feature liability – The fair value of the derivative instrument was estimated using the Black Scholes option pricing model. (See Note 6) |
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(M) Re-classifications |
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Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net loss or cash flows. |
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(N) Loss per Share |
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The Company computes net loss per share in accordance with FASB ASC 260 “ Earnings 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 loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, 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 common shares if their effect is anti-dilutive. |
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The following summarizes potential anti-dilutive shares: |
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| | June 30, | | | June 30, | | | | | | | | | |
2014 | 2013 | | | | | | | | |
(number of shares) | | | | | | | | | | | | | | |
Convertible notes | | | 6,302,759 | | | | 2,589,286 | | | | | | | | | |
Total | | | 6,302,759 | | | | 2,589,286 | | | | | | | | | |
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(O) Recent Account Pronouncements |
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Recent accounting pronouncements issued by the Financial Accounting Standards Board (FASB) (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements. |