Document_and_Entity_Informatio
Document and Entity Information (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'Twentyfour/seven Ventures, Inc. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001565700 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 80,000,000 |
Entity Public Float | $0 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'Yes | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Twentyfourseven_Ventures_Inc_C
Twentyfour/seven Ventures, Inc. - Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $23,675 | $16,913 |
Accounts receivable, net of allowance for doubtful accounts of $18,764 and $0 at June 30, 2014 and December 31, 2013, respectively | 0 | 18,764 |
Customer deposits - held | 50,271 | 82,459 |
Deferred debt issuance costs, net | 1,986 | 0 |
Total current assets | 75,932 | 118,136 |
Fixed assets | 3,309 | 2,850 |
Accumulated depreciation | -3,309 | -2,565 |
Intangible assets | 25,000 | 0 |
Accumulated amortization | -2,292 | 0 |
Restricted cash reserves | 225,232 | 220,444 |
Other assets | 650 | 650 |
Total other assets | 248,590 | 221,379 |
Total assets | 324,522 | 339,515 |
Current liabilities | ' | ' |
Accounts Payable | 1,189 | 5,069 |
Income taxes payable | 790 | 1,030 |
Accrued interest payable | 1,104 | 0 |
Accrued interest payable, related parties | 23,601 | 16,873 |
Customer deposits - owed | 50,271 | 82,459 |
Deferred purchase agreement | 13,000 | 0 |
Derivative liability | 51,898 | 0 |
Convertible note payable, net | 17,918 | 0 |
Convertible notes payable, related parties, net | 114,250 | 108,000 |
Total current liabilities | 274,021 | 213,431 |
Stockholders' Equity | ' | ' |
Common stock, $.001 par value; 100,000,000 shares authorized; 80,000,000 shares issued and outstanding | 80,000 | 80,000 |
Additional paid-in capital | 19,877 | 3,209 |
Retained earnings (deficit) | -49,376 | 42,875 |
Total stockholders' equity | 50,501 | 126,084 |
Total liabilities and stockholders' equity | $324,522 | $339,515 |
Twentyfourseven_Ventures_Inc_C1
Twentyfour/seven Ventures, Inc. - Consolidated Statement of Operations - For the Three and Six Months Ended June 30, 2014 and 2013 - (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement | ' | ' | ' | ' |
Revenues | $144,086 | $156,631 | $263,143 | $302,773 |
Cost of sales | 110,540 | 142,573 | 191,730 | 234,776 |
Gross profit | 33,546 | 14,058 | 71,413 | 67,997 |
Operating expenses: | ' | ' | ' | ' |
Depreciation and amortization | 2,832 | 582 | 3,036 | 1,250 |
Rent | 3,750 | 2,600 | 7,500 | 5,176 |
Professional fees | 44,633 | 645 | 51,761 | 1,345 |
Other operating expense | 24,668 | 36,819 | 67,786 | 66,102 |
Total operating expenses | 75,883 | 40,646 | 130,083 | 73,873 |
Income (loss) from operations | -42,337 | -26,588 | -58,670 | -5,876 |
Other income (expense): | ' | ' | ' | ' |
Gain on revaluation of derivative liability | 51,040 | 0 | 51,040 | 0 |
Loss on origination of derivative liability | -48,880 | 0 | -48,880 | 0 |
Debt discount amortization | -17,918 | 0 | -17,918 | 0 |
Debt discount amortization, related parties | -7,919 | 0 | -7,919 | 0 |
Interest expense | -3,176 | 0 | -3,176 | 0 |
Interest expense, related parties | -4,068 | -1,500 | -6,728 | -3,000 |
Total other income (expense) | -30,921 | -1,500 | -33,581 | -3,000 |
Income (loss) before provision for income taxes | -73,258 | -28,088 | -92,251 | -8,876 |
Provision for income tax | 0 | 3,811 | 0 | 0 |
Net income (loss) | ($73,258) | ($24,277) | ($92,251) | ($8,876) |
Net income (loss) per share (basic and fully diluted) | $0 | $0 | $0 | $0 |
Weighted average number of common shares outstanding | 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 |
Twentyfourseven_Ventures_Inc_C2
Twentyfour/seven Ventures, Inc. - Consolidated Statement of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities | ' | ' |
Net income (loss) | ($92,251) | ($8,876) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ' | ' |
Depreciation and amortization | 3,036 | 1,250 |
Amortization of deferred debt issuance costs | 1,014 | 0 |
Noncash interest expense | 1,057 | 0 |
Amortization of debt discount | 17,918 | 0 |
Amortization of debt discount, related parties | 7,919 | 0 |
Increase in allowance for bad debt | 18,764 | 0 |
Loss on origination of derivative liability | 48,880 | 0 |
Gain on revaluation of derivative liability | -51,040 | 0 |
Changes in current assets and liabilities: | ' | ' |
Accounts receivable | 0 | -8,692 |
Accounts payable | -3,880 | 706 |
Accrued interest payable | 1,104 | 0 |
Accrued interest payable, related parties | 6,728 | 3,000 |
Income taxes payable | -240 | -1,210 |
Deposits | 0 | -2,674 |
Net cash provided by (used for) operating activities | -40,991 | -16,496 |
Cash flows from investing activities | ' | ' |
Fixed asset purchase | -459 | -672 |
Acquisition of intangible assets | -12,000 | 0 |
Increase in restricted cash reserves | -4,788 | -2,786 |
Net cash provided by (used for) investing activities | -17,247 | -3,458 |
Cash flows from financing activities | ' | ' |
Debt issuance costs | -3,000 | 0 |
Convertible note payable | 53,000 | 0 |
Convertible note payable, related party | 15,000 | 0 |
Net cash provided by financing activities | 65,000 | 0 |
Net increase (decrease) in cash | 6,762 | -19,954 |
Cash at the Beginning of the Period | 16,913 | 24,579 |
Cash at the End of the Period | 23,675 | 4,625 |
Supplementary information: | ' | ' |
Cash paid for Interest | 0 | 0 |
Cash paid for Income taxes | 240 | 1,210 |
Supplemental disclosure of non-cash financing activities: | ' | ' |
Fair market value of derivative liability issued with convertible note payable | 101,880 | 0 |
Fair market value of derivative liability issued with accrued interest on convertible note payable | 1,059 | 0 |
Intrinsic value of beneficial conversion feature issued with convertible note payable related party | 15,000 | 0 |
Intrinsic value of beneficial conversion feature issued with accrued interest on convertible note payable related party | $1,668 | $0 |
Note_1_Nature_of_Operations
Note 1 - Nature of Operations | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 1 - Nature of Operations | ' |
Note 1 – Nature of Operations | |
Nature of Operations | |
Twentyfour/seven Ventures, Inc. and its wholly owned subsidiary, A Alpha Bail Bonds LLC, (collectively “we,” “our,” “us,” the "Company" or “Twentyfour/seven”) are engaged in the bail bond business. We were incorporated in the State of Colorado on March 8, 2007. | |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
Note 2 – Summary of Significant Accounting Policies | |
Basis of Presentation | |
We prepared these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and six month periods ended June 30, 2014 and 2013, are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31, 2013. | |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the periods presented. | |
We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. | |
Critical Accounting Policies | |
Our accounting policies are described in our audited consolidated financial statements and notes thereto contained in our annual report on Form 10-K for the year ended December 31, 2013. | |
New Accounting Standards | |
From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the condensed consolidated financial statements upon adoption. | |
Note_3_Going_Concern
Note 3 - Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 3 - Going Concern | ' |
Note 3 – Going Concern | |
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the six months ended June 30, 2014 the Company incurred losses of $(92,251) and used cash of $(40,991) in its operating activities. As at June 30, 2014 the Company had a working capital deficit of $(198,089) and an accumulated deficit of $(49,376). The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed. |
Note_4_Restricted_Cash
Note 4 - Restricted Cash | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 4 - Restricted Cash | ' |
Note 4 – Restricted Cash | |
We are required by regulation to place 1% of the face amount of any bond written into a cash reserve account, called a "buildup fund", as a hedge against potential bond forfeitures. The cash deposited into the buildup fund on any given bond may be released to us upon bond release by a court, or after the passing of a statutory time frame, generally 36 months. The balance in the buildup fund balance at June 30, 2014, and December 31, 2013, was $225,232 and $220,444, respectively. | |
Note_5_Fair_Value_of_Financial
Note 5 - Fair Value of Financial Instruments | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Notes | ' | ||||||||||||
Note 5 - Fair Value of Financial Instruments | ' | ||||||||||||
Note 5 – Fair Value of Financial Instruments | |||||||||||||
We have 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: | |||||||||||||
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |||||||||||||
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. | |||||||||||||
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. | |||||||||||||
ASC 825, “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. We have not elected to apply the fair value option to any outstanding instruments. | |||||||||||||
Our financial instruments primarily consist of cash, accounts receivable, customer deposits, deferred debt issuance costs, accounts payable, income taxes payable, notes payable, notes payable related parties and accrued liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash, accounts receivable, customer deposits, deferred debt issuance costs, accounts payable, income taxes payable and accrued liabilities approximates fair value because of the short-term nature of these financial instruments. The carrying amounts of the notes payable and notes payable related parties approximate fair value as of the balance sheet date presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates. | |||||||||||||
The following table provides the liabilities carried at fair value measured on a recurring basis as of June 30, 2014: | |||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Derivative liability | $ | — | $ | — | $ | 51,898 | $ | 51,898 | |||||
We did not have any liabilities carried at fair value measured on a recurring basis as of December 31, 2013. | |||||||||||||
Note_6_Intangible_Assets
Note 6 - Intangible Assets | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 6 - Intangible Assets | ' |
Note 6 – Intangible Assets | |
On January 15, 2014, the Company entered into an agreement with AAA Quick Action Bail Bonding (“AAAQ”) to acquire AAAQ’s telephone number (303-455-4960), all contacts and the services of Lori Ellen Smith, AAAQ’s owner, as surety agent for AAAQ’s clients, logos and goodwill for total purchase consideration of $25,000 (“Purchase Consideration”). The Purchase Consideration was payable as follows: $5,000 on signature of the agreement and subsequently $2,000 per month commencing February 15, 2014. As at June 30, 2014, the Company had made payments under this agreement totaling $12,000 and a balance of $13,000 was due and payable. | |
The entire Purchase Consideration of $25,000 has been allocated to the value of the customer base acquired and is being amortized over its anticipated useful life of 5 years. | |
Note_7_Convertible_Note_Payabl
Note 7 - Convertible Note Payable and Derivative Liability | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 7 - Convertible Note Payable and Derivative Liability | ' |
Note 7 – Convertible Note Payable and Derivative Liability | |
From time to time, we issue convertible promissory notes (the “Note” or “Notes”) to an unaffiliated third party. The net proceeds from these transactions are used for general working capital purposes. The difference between the face amount of the Notes and the net proceeds, if any, is recorded as deferred debt issuance costs on our condensed consolidated balance sheets if such difference is the result of payments related to issuance costs. Deferred debt issuance costs are amortized on a straight-line basis (which does not materially differ from the effective interest rate basis for our notes) over the term of the note and this amortization is included in interest expense in our condensed consolidated statements of operations. | |
The Note may be converted into shares of our common stock, par value $0.001 per share (our “Common Stock”), at the Conversion Price, as defined below, in whole, or in part, at any time beginning 180 days after the date of issuance of the Note, at the option of the holder. The Conversion Price is equal to 58% (the “Base Conversion Rate”) multiplied by the Variable Conversion Rate which is equal to the average of the three (3) lowest closing bid prices of our Common Stock during the ten (10) trading day period prior to the date of conversion divided by the Closing Price of our Common Stock on the day of conversion. | |
The Company evaluated the terms of the conversion features of the Note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. Since the conversion price can change with reductions in the price of Company common stock and the note is convertible into an unlimited number shares of its common stock (“Unlimited Shares Feature”), the conversion feature meets the definition of a derivative. The Company therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. | |
The difference between the Closing Price of our Common Stock and the Variable Conversion Rate is referred to as the Variable Conversion Rate Differential (“VCRD”). As noted above, the VCRD and Base Conversion rate components both result in there being no explicit limit on the number of shares that may be required to settle this contract and thereby the Company cannot assert it will have sufficient authorized shares over the contract period to settle this contract. Accordingly, the conversion feature as a whole is a liability. | |
In accordance with GAAP, the estimated fair value of the embedded conversion option derivative liability related to the Notes is required to be measured and recognized as a derivative liability on the date issuance at its fair value and re-measured to its new fair value at each balance sheet date. The estimated fair value of the compound embedded derivative liability related to the Note outstanding was measured as the aggregate estimated fair value of each component of the conversion feature, based on Level 2 and Level 3 inputs, which includes historical VCRDs, using a binomial lattice pricing model. Changes in the fair value of the compound embedded derivative liability at each reporting date are included in gain/ (loss) on derivative liability in our condensed consolidated statement of operations. | |
Similarly, accrued interest payable applicable to the Notes is convertible into Common Stock, without limit, at the same Base Conversion Rate and VCRD. The fair value of the compound embedded derivative liability applicable to accrued interest payable is measured and recognized at inception as a derivative liability with a corresponding charge to interest expense. As noted above, all derivative liabilities are re-measured in subsequent reporting periods with any change in fair value being included in gain/ (loss) on derivative liability. | |
At June 30, 2014, we had one Note outstanding in the principal amount of $53,000, which matures in January 2015, if not converted prior thereto. The Company received net proceeds from this Note of $50,000. | |
The Note also contains a prepayment option whereby we may, during the first 179 days the Note is outstanding, prepay the Note by paying 120% during the first 60 days, increasing in 5% increments each month to a maximum of 140% of the then outstanding unpaid principal, interest and any other amounts that might be due for penalties or any event of a default. After the initial 179 day period, there is no further right of prepayment. | |
The note holder may not make any conversions that would result in the note holder holding more than 4.99% of our issued and outstanding Common Stock at any one time. | |
We have reserved 810,000 shares of our unissued Common Stock for potential conversion of this Note. | |
Should we default on the repayment of the note, it is immediately due and payable. The minimum amount due is 150% times the outstanding principal and unpaid interest. | |
The fair value of the compound embedded derivative liability applicable to this Note on the day of issuance was $101,880 and was recorded as derivative liability. $53,000 of this amount was recorded as debt discount (limited to the face amount of the Note) and the excess $48,880 was recognized as loss on origination of derivative liability in our condensed consolidated statements of operations. The compound embedded derivative liability applicable to the Note was revalued to $50,840 on June 30, 2014, and a gain on revaluation of the derivative liability of $51,040 was recorded in our condensed consolidated statements of operations. | |
We recognized $3,176 of interest expense applicable to this Note during the three and six months ending June 30, 2014. We also recognized $17,918 of debt discount amortization during the three and six months ended June 30, 2014 relating to this Note. | |
Note_8_convertible_Notes_Payab
Note 8 -convertible Notes Payable, Related Parties | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Notes | ' | ||||||||
Note 8 -convertible Notes Payable, Related Parties | ' | ||||||||
Note 8 –Convertible Notes Payable, Related Parties | |||||||||
Our convertible notes payable to related parties consist of the following: | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Promissory notes - affiliates | $ | 108,000 | $ | 108,000 | |||||
Convertible promissory note - affiliate | 15,000 | — | |||||||
Less - debt discount | (8,750 | ) | — | ||||||
Total convertible notes payable | $ | 114,250 | $ | 108,000 | |||||
The $108,000 of unsecured, 8% promissory notes to affiliates plus accrued interest was due June 1, 2014. On May 30, 2014, the note holders agreed to change the promissory notes from term notes to convertible demand notes. The terms of the conversion have yet to be agreed upon and consequently it has not been possible to assign a value to the, as yet, undefined conversion feature. All other terms remained the same. | |||||||||
On January 30, 2014, we borrowed $15,000 from an affiliate of a shareholder and issued a $30,000 unsecured convertible promissory note, plus $6,000 accrued interest, due January 30, 2015. The note requires that the remaining $15,000 in principal be funded to us by the note holder within 180 days from the date of the note. At the option of the note holder, the $36,000 of principal and interest is convertible, at a 50% discount to market price, into shares of our common stock on January 30, 2015, not to exceed 10 million shares (“the Beneficial Conversion Feature” of “BCF”). This note is guaranteed by the manager of our wholly owned subsidiary who is also a principal shareholder of Twentyfour/ seven. | |||||||||
The intrinsic value of the BCF applicable to the initial borrowing on June 30, 2014 is $15,000 and this amount was accounted for as additional paid in capital and debt discount on our condensed consolidated balance sheets. The debt discount is being amortized on a straight-line basis, which approximates the effective interest method, over the one-year term of the note. During the three and six month periods ending June 30, 2014, we recognized $1,668 of interest expense, related parties, and accrued interest payable, related parties, applicable to this borrowing. The accrued interest payable, related parties, is also convertible into shares of our common stock at a 50% discount to market price. Accordingly, during this same period, we recognized an increase in additional paid in capital and a discount on accrued interest payable, related parties, in the amount of $1,668 which is the fair value of the BCF applicable to the accrued interest on this borrowing. The $1,668 discount on accrued interest payable, related parties was amortized in its entirety as debt discount amortization, related parties, in our condensed consolidated statements of operations during the three and six months ended June 30, 2014. | |||||||||
Total interest expense applicable to notes payable, related parties, was $4,068 and $1,500 during the three months ended June 30, 2014, and 2013, respectively, and $6,728 and $3,000 during the six months ended June 30, 2014, and 2013, respectively. Accrued interest payable, related parties, was $23,601 and $16,873 as at June 30, 2014 and December 31, 2013, respectively. | |||||||||
Note_9_Stockholders_Equity
Note 9 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 9 - Stockholders' Equity | ' |
Note 9 – Stockholders’ Equity | |
Common stock | |
On July 21, 2014, we initiated an eight for one forward split applicable to our common shares outstanding as of that date. As the forward split was completed before the issuance of these financial statements, all numbers of common stock in these financial statements have been adjusted to reflect the forward split. | |
Additional paid in capital | |
During the three and six months ended June 30, 2014, $16,668 was charged to additional paid in capital in respect of the value assigned to the BCF of the convertible note payable related party issued in the period as described in Note 8 above. | |
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Notes | ' |
Note 10 - Subsequent Events | ' |
Note 10 – Subsequent Events | |
On July 28, 2014, we issued a convertible promissory note in the amount of $42,500 with the same terms as the Note described in Note 4 for net proceeds of $40,000. | |
As described in Note 5 above, on July 31, 2014, we received proceeds of $15,000 from the second and final borrowing under the convertible promissory note to an affiliate dated January 30, 2014. | |
On July 21, 2014, we initiated an eight for one forward split applicable to our common shares outstanding as of that date. As the forward split was completed before the issuance of these financial statements, all numbers of common stock in these financial statements have adjusted to reflect the forward split. | |
We have evaluated subsequent events through the date these condensed consolidated financial statements were available to be issued of August 14, 2014, and determined that there are no other reportable subsequent events. | |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
We prepared these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and six month periods ended June 30, 2014 and 2013, are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31, 2013. | |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of expenses during the periods presented. | |
We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. | |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies: Critical Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
Critical Accounting Policies | ' |
Critical Accounting Policies | |
Our accounting policies are described in our audited consolidated financial statements and notes thereto contained in our annual report on Form 10-K for the year ended December 31, 2013. | |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies: New Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Policies | ' |
New Accounting Standards | ' |
New Accounting Standards | |
From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the condensed consolidated financial statements upon adoption. | |
Note_5_Fair_Value_of_Financial1
Note 5 - Fair Value of Financial Instruments: Liabilities carried at fair value (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Tables/Schedules | ' | ||||||||||||
Liabilities carried at fair value | ' | ||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||
Derivative liability | $ | — | $ | — | $ | 51,898 | $ | 51,898 |
Note_8_convertible_Notes_Payab1
Note 8 -convertible Notes Payable, Related Parties: Convertible notes payable to related parties (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Convertible notes payable to related parties | ' | ||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Promissory notes - affiliates | $ | 108,000 | $ | 108,000 | |||||
Convertible promissory note - affiliate | 15,000 | — | |||||||
Less - debt discount | (8,750 | ) | — | ||||||
Total convertible notes payable | $ | 114,250 | $ | 108,000 |
Note_3_Going_Concern_Details
Note 3 - Going Concern (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Details | ' | ' | ' | ' | ' |
Net income (loss) | ($73,258) | ($24,277) | ($92,251) | ($8,876) | ' |
Net cash provided by (used for) operating activities | ' | ' | -40,991 | -16,496 | ' |
Working capital deficit | -198,089 | ' | -198,089 | ' | ' |
Retained earnings (deficit) | ($49,376) | ' | ($49,376) | ' | $42,875 |
Note_4_Restricted_Cash_Details
Note 4 - Restricted Cash (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Buildup fund balance | $225,232 | $220,444 |
Note_8_convertible_Notes_Payab2
Note 8 -convertible Notes Payable, Related Parties: Convertible notes payable to related parties (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Promissory notes - affiliates | $108,000 | $108,000 |
Convertible promissory note - affiliate | 15,000 | ' |
Less - debt discount | -8,750 | ' |
Total convertible notes payable | $114,250 | $108,000 |
Note_8_convertible_Notes_Payab3
Note 8 -convertible Notes Payable, Related Parties (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Details | ' | ' | ' | ' | ' |
Interest expense applicable to notes payable, related parties | $4,068 | $1,500 | $6,728 | $3,000 | ' |
Accrued interest payable, related parties | $23,601 | ' | $23,601 | ' | $16,873 |
Note_9_Stockholders_Equity_Det
Note 9 - Stockholders' Equity (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Details | ' |
Additional paid in capital | $16,668 |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details) (USD $) | Jul. 28, 2014 |
Details | ' |
Convertible promissory note | $42,500 |
Net proceeds from issuance of convertible promissory note | $40,000 |