1. Organization, Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
1. Organization, Operations and Summary of Significant Accounting Policies | SSTL, Inc. (the “Company”) was incorporated in the State of Nevada on November 10, 2010 (“Inception”). The Company designs and assembles motorsport racing vehicles for its own use and plans to compete in organized racing events. The Company has currently only conducted limited activities. |
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On October 30, 2014, Zenovia Digital Exchange Corporation, a Delaware corporation (the “Zenovia”), entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with the Company, and SSTL Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), providing for the merger of Merger Sub with and into the Zenovia (the “Merger”), with Zenovia surviving the Merger as a wholly-owned subsidiary of the Company. The Merger Agreement was approved by Zenovia’s Board of Directors (the “Board”) and the sole Director of the Company. |
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At the effective time of the Merger, each share of Zenovia common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by (i) Zenovia, Merger Sub or any direct or indirect subsidiary of any of them immediately prior to the effective time of the Merger or (ii) stockholders who have properly exercised and perfected appraisal rights under Delaware law) will be converted automatically into the right to receive three (3) shares of common stock of the Company. Other securities of Zenovia convertible or exchangeable into common stock will also be exchanged for securities of the Company based upon the same exchange ratio. |
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There are currently 16,554,167 shares issued and outstanding of the Company. Upon the Closing of the Merger: |
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| • | 1,000,000 shares of common stock held by our pre-closing principal stockholder will be exchanged for all of pre-closing assets and liabilities of the Company and such 1,000,000 shares will be cancelled. |
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| • | certain of our pre-closing stockholders will cancel 10,355,500 of common stock for no consideration for the purpose of making our capitalization more attractive to future equity investors. |
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Following the completion of the transactions contemplated by the Merger Agreement, there will be 38,573,667 shares of common stock of the Company issued and outstanding. |
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Consummation of the Merger is subject to customary conditions, including without limitation: (i) the delivery to the Company of the required audited and unaudited consolidated financial statements, (ii) executed resignations of all officers and directors of the Company, (iii) receipt by Zenovia of all required consents to the consummation of the Merger, including the written consent of the holders of at least 80% of the aggregate principal amount of Zenovia's 14% senior secured notes; and (iv) the absence of any law, injunction, judgment or ruling that prohibits, restrains or makes illegal the consummation of the Merger. Moreover, each party’s obligation to consummate the Merger is subject to certain other conditions, including without limitation: (x) the accuracy of the other party’s representations and warranties contained in the Merger Agreement (subject to materiality qualifiers) and (y) the other party’s performance of its obligations under the Merger Agreement in all material respects. In addition, the obligation of the Agreement, of any effect, development, fact, circumstance, change, event or occurrence that, individually or in the aggregate Company and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement). |
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The Merger Agreement contains certain termination rights for the Company and Zenovia. If the Merger Agreement is terminated by Zenovia other than for the specified circumstances provided in the Merger Agreement, Zenovia will be required to pay the Company a termination fee of $500,000. |
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As at May 10, 2015, Zenovia has not produced audited financial statements for the years ended 2014 and 2013 (the "Audits") and there can be no assurance that Audits for those years will be available. If the Audits are not available by early summer of 2015, it is unlikely that the Merger will be consummated. If the Merger is not consummated, the Company will continue its business as described below. |
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Accounting Basis |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted December 31 fiscal year end. |
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Principles of Consolidation |
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Delaware incorporated SSTL Acquisition Corp., from the date of its incorporation on October 9, 2014. All inter-company transactions and balances have been eliminated on consolidation. |
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Development Stage Company |
The Company is in the development stage as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 “Development-Stage Entities,” and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclosed activity since the date of our inception (November 10, 2010) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. Consequently these additional disclosures are no longer included in these financial statements. |
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Unaudited Interim Financial Statements |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the Unites States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. |
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In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. |
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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 statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Cash and Cash Equivalents |
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. |
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Accounts Receivable |
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At March 31, 2015 the Company had no balance in allowance for doubtful accounts. |
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Financial Instruments |
The Company has adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: |
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Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
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Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
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Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
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The Company’s financial instruments consist principally of cash, accounts receivable – related party, prepayments, accounts payable, accrued interest and related party note payable. The recorded values of all these financial instruments approximate their current fair values because of the short term nature of these financial instruments. |
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Property and Equipment |
Property and equipment are recorded at cost and depreciated under straight line methods over each item’s estimated useful life. The Company uses a three year life for racing vehicles, and five years for transport vehicles and furniture and fixtures. |
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Long-lived Assets |
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. |
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Income Tax |
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
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Dividends |
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid in any of the periods shown. |
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Revenue Recognition |
Revenue is recognized when all of the following criteria were met: persuasive evidence of an arrangement existed, services had been provided, all significant contractual obligations had been satisfied, and collection was reasonably assured. |
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Advertising Costs |
Advertising costs are expensed as incurred. The Company recorded no advertising costs for the three months ending March 2015 or 2014. |
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Stock Based Compensation |
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measured. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
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Net income (loss) per share |
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of share of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. No potentially dilutive debt or equity instruments were issued or outstanding during the three month periods ended March 31, 2015 or 2014. |
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Products and Services, Geographic Areas and Major Customers |
The Company currently earns revenue from leasing its racing vehicles on a month to month basis. All Company revenues during the three month periods ended March 31, 2015 and 2014 were from one customer, a company related by common control. |
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Recent Accounting Pronouncements |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations. |