Document and Entity Information
Document and Entity Information - Mar. 31, 2015 - shares | Total |
Document and Entity Information: | |
Entity Registrant Name | WORLD MEDIA & TECHNOLOGY CORP. |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2015 |
Amendment Flag | false |
Entity Central Index Key | 1,568,693 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 28,581,000 |
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 | 2,015 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | wrmt |
WORLD MEDIA & TECHNOLOGY CORP.
WORLD MEDIA & TECHNOLOGY CORP. - Condensed Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | |
Current Assets: | |||
Cash and cash equivalents | $ 5,000,999 | $ 54 | |
Deposits with suppliers | 340,226 | 340,226 | |
TOTAL CURRENT ASSETS | 5,341,225 | 340,280 | |
Equity method investments | 1,428,530 | ||
Total Assets | 6,769,755 | 340,280 | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Accounts payable and accrued liabilities | 2,450 | 950 | |
Payable to related parties | 2,067,283 | 925,388 | |
TOTAL CURRENT LIABILITIES | 2,069,733 | 926,338 | |
Total liabilities | 2,069,733 | 926,338 | |
Stockholders' Deficit | |||
Net Common Stock | [1] | 28,581 | 15,220 |
Additional paid-in capital | 5,651,973 | 1,611,236 | |
Subscription due from parent | (2,000,000) | ||
Accumulated surplus (deficit) | (980,532) | (212,514) | |
Total Stockholders' Deficit | 4,700,022 | (586,058) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 6,769,755 | $ 340,280 | |
[1] | $0.001 par value; 75,000,000 shares authorized; 28,581,000 and 15,220,000 shares issued and outstanding as of March 31, 2015 (unaudited) and December 31, 2014, respectively. |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position | ||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares Issued | 28,581,000 | 15,220,000 |
Common Stock, Shares Outstanding | 28,581,000 | 15,220,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
WORLD MEDIA & TECHNOLOGY CORP.4
WORLD MEDIA & TECHNOLOGY CORP. - Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement | ||
Revenues | ||
OPERATING EXPENSES | ||
Sales and general administrative | $ 24,377 | |
Research and development expenses | 370,043 | |
Net loss from operations | (394,420) | |
Net Loss | $ (394,420) | |
Weighted average shares outstanding - basic and diluted | 16,147,837 | |
Net loss per common share- basic and fully diluted | ||
Net loss per share- basic and fully diluted | $ (0.02) |
WORLD MEDIA & TECHNOLOGY CORP.5
WORLD MEDIA & TECHNOLOGY CORP. - Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Cash Flows from Operating Activities: | |||
Net (loss) for the period | $ (394,420) | ||
Changes in assets and liabilities: | |||
Accounts payable and accrued liabilities, increase decrease | 1,500 | ||
Net cash used in operating activities | $ (392,920) | ||
Cash Flows From Investing Activities: | |||
Net cash provided by (used in) investing activities | |||
Cash Flows From Financing Activities: | |||
Advances from related parties | $ 393,865 | ||
Proceeds from sale of common stock | 5,000,000 | ||
Net cash provided by financing activities | 5,393,865 | ||
Net increase (decrease) in cash and cash equivalents | 5,000,945 | ||
Cash and cash equivalents, beginning of period | 54 | ||
Cash and cash equivalents, end of period | $ 5,000,999 | ||
Supplemental Cash Flow Disclosure: | |||
Cash paid for interest | |||
Cash paid for taxes | |||
Investment in PayNovi Ltd. | |||
Common shares issued | $ 680,500 | [1] | |
Common shares issued by affiliate | 748,030 | [2] | |
Total investment payable | $ 1,428,530 | [3] | |
[1] | 1,361,000 shares payable to Paynovi Ltd. | ||
[2] | 3,937,005 common shares issued by Power Clouds Inc. | ||
[3] | Total investment in PayNovi Ltd. |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 1 - Organization and Operations | Note 1 Organization and Operations World Media & Technology Corp. (the Company, WRMT, we or our) was incorporated under the laws of the State of Nevada on October 22, 2010 under the name Halton Universal Brands Inc. (HNVB). The Company was originally a brokerage, consulting and marketing firm specializing in brand consulting and new product strategy consulting for emerging brands. The Company focused on natural food products, specialty food products, and mass-market grocery items that were manufactured in North America and sought new market penetration in Eastern Europe. It offered services that fell into three major categories: strategic management consulting, sales brokerage, and marketing. Its main areas of focus were serving manufacturers and distributors in the grocery, specialty food, and health supplement channels. Effective October 29, 2014: 1) Power Clouds, Inc. (formerly World Assurance Group, Inc.) (PWCL) acquired 7,095,000 shares of World Media & Technology Corp. (formerly Halton Universal Brands Inc.) (WRMT), representing 98% of WRMTs issued and outstanding share capital, for cash consideration of $378,000, 2) WRMT discontinued its previously existing brokerage and brand consultancy business, and 3) WRMT acquired the SPACE technology business and related assets from PWCL for consideration of $557,898 funded by way of debt from PWCL (collectively the October 29, 2014 transactions). In the Original Form-10Q Filing, we accounted for the October 29, 2014 transactions, respectively, as a change of control and management of WRMT, a discontinuance of the existing brokerage and brand consultancy business of WRMT and an acquisition of the SPACE technology business and related assets from PWCL for loan consideration of $557,898. In the restated Form 10Q/A, we have accounted for the October 29, 2014 transactions as a reverse merger of PWCLs SPACE technology business and related assets into WRMT. This reverse merger has been accounted for as a reverse capitalization with PWCLs SPACE technology business, the legally acquired business, being treated as the acquirer of WRMT for accounting and financial reporting purposes. Consequently, the accompanying financial statements reflect the operations of PWCLs SPACE technology business since Inception (May 2014) and for WRMT from the effective date of the reverse merger on October 29, 2014. The purchase of 7,095,000 shares of WRMT by PWCL has been retroactively presented in the Statement of Changes in Stockholders Equity (Deficit) and the footnotes to these financial statements to be effective as of the date of the inception of PWCLs SPACE technology business. PWCLs SPACE technology business were originally formed in May 2014 (Inception) as a business division of PWCL to undertake the design, manufacturing and marketing of wearable technology products and services and the provision of Mobile Virtual Network Operator (MVNO) wireless services. In November 2014, the board of directors and majority stockholder, PWCL, authorized a name change of the Company from Halton Universal Brands, Inc. to World Media & Technology Corp. The name change went effective with FINRA on December 22, 2014 and the ticker was changed to WRMT as a result of the name change. Investment in PayNovi Ltd. On March 30, 2015, the Company entered into a Common Stock Purchase Agreement (the SPA) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the PayNovi) and Anch Holdings Ltd., an Irish limited liability company (the Seller). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company agreed to purchase from the Seller, 350 shares of PayNovis common stock, which represents 35% of PayNovis total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMTs common stock, which represents 5% of WRMTs total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of PWCLs common stock, which represents 5% of PWCLs total issued and outstanding shares of the Closing Date, being issued to the Seller. Paynovi operates in the mobile and online payments market and offers products such as mobile wallet, prepaid cards and online payment programs, as a white label, to its partners. WRMT has taken a minority shareholding in Paynovi to gain a strategic position in the mobile payments space but also as a part of a strategy to ultimately offer mobile wallet capabilities as part its SPACE wireless offerings in order to gain a competitive advantage over other providers. We are accounting for this investment under the equity method as we own 35% of PayNovi and exercise significant influence over the company. |
Restatement Of Previously Issue
Restatement Of Previously Issued Financial Statements | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Restatement Of Previously Issued Financial Statements | Note 2 Restatement of Previously Issued Financial Statements In our Form 10-K/A (Form 10-K/A) filed with the Securities and Exchange Commission on August 18, 2015, we restated our previously issued the financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the Securities and Exchange Commission on April 15, 2015. The restatement arose from the following factors: Effective October 29, 2014: 1) Power Clouds, Inc. (formerly World Assurance Group, Inc.) (PWCL) acquired 7,095,000 shares of World Media & Technology Corp. (formerly Halton Universal Brands Inc.) (WRMT), representing 98% of WRMTs issued and outstanding share capital, for cash consideration of $378,000, 2) WRMT discontinued its previously existing brokerage and brand consultancy business, and 3) WRMT acquired the SPACE technology business and related assets from PWCL for consideration of $557,898 funded by way of debt from PWCL (collectively the October 29, 2014 transactions). In the Original Form-10K Filing, we accounted for the October 29, 2014 transactions, respectively, as a change of control and management of WRMT, a discontinuance of the existing brokerage and brand consultancy business of WRMT and an acquisition of the SPACE technology business and related assets from PWCL for loan consideration of $557,898. In the restated Form 10K/A, we accounted for the October 29, 2014 transactions as a deemed reverse merger of PWCLs SPACE technology business into WRMT and treating WRMT as a shell company prior to its reverse merger with PWCLs SPACE technology, notwithstanding the fact that no shares of WRMT were issued for the acquisition of the PWCLs SPACE technology business and that WRMT had an active brokerage and brand consulting business prior to the October 29, 2014 transactions. As a result we are also amending our previously filed Form 10Q filing for the first fiscal quarter ending March 31, 2015 to reflect the changes in the balance sheet values as at March 31, 2015 and December 31, 2014 and in the statement of operations, changes in shareholders equity (deficit) and cash flows for the three months ended March 31, 2014. There have been no amendments to the operating results and cash flows of the business for the Quarter ending March 31, 2015 as originally filed in our Form 10Q filed with the Securities and Exchange Commission on May 20, 2015. The financial statements in this Quarterly Report that have been affected by the restatement adjustments are the Balance Sheet as of March 31, 2015 and the comparatives for the prior periods including the Balance Sheet as of December 31, 2014, the Statements of Operations, Changes in Stockholders Deficit, and Cash Flows and financial statement footnotes as previously reported for the three month period ended March 31, 2014. In addition, the following comparative items of this Report include restated financial data for the prior periods: (i) Part I, Item 1: Financial Statements and Supplementary Data; and (ii) Part I, Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations. For a more detailed explanation of these matters and resulting restatements, please see Part II, Item 7: Managements Discussion and Analysis of Financial Condition and Results of Operations Restatement of Previously Issued Financial Statements, Item 8: Financial Statements and Supplementary Data Note 2 to the Financial Statements. The aggregate impacts of the change in accounting treatment of this transaction as of and for the period from May 5, 2014 (Inception) to December 31, 2014 were as follows: For the Year ended Restatement Adjustments to Previously Reported Balance Sheet - Increase/(Decrease) Additional paid in capital $ 373,958 Accumulated surplus (deficit) (373,958) The effect of the restatement on previously issued financial information as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 is set forth in this footnote. Comparison of restated financial statements to financial statements as previously reported The following tables compares our previously reported Balance Sheet as of March 31, 2015 and the previously reported Statements of Operations, Changes in Stockholders Equity (Deficit) and Cash Flows for the three month periods ended March 31, 2015 and 2014 to the corresponding financial statements for those periods as restated. WORLD MEDIA AND TECHNOLOGY CORP. BALANCE SHEET March 31, 2015 (unaudited) As Previously Reported In The Original Filing Restatement Adjustments As Restated in this Annual Report on Form-10 Q/A ASSETS Current assets Total cash and cash equivalents $ 5,000,999 $ - $ 5,000,999 Prepayments 340,226 - 340,226 Current assets 5,341,225 - 5,341,225 Equity method investments 1,428,530 - 1,428,530 Total assets $ 6,769,755 $ - $ 6,769,755 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable and accrued liabilities $ 2,450 $ - $ 2,450 Payable to related parties 2,067,283 - 2,067,283 Total liabilities 2,069,733 - 2,069,733 Stockholders' equity (deficit) Net common stock, $0.001 par value; 75,000,000 shares authorized, 28,581,000 shares issued and outstanding as of March 31, 2015. 28,581 - 28,581 Additional paid in capital 5,278,375 373,598 5,651,973 Accumulated earnings (deficit) (606,934) (373,598) (980,532) Total stockholders' equity (deficit) 4,700,022 - 4,700,022 Total liabilities and stockholders' equity (deficit) $ 6,769,755 $ - $ 6,769,755 WORLD MEDIA AND TECHNOLOGY CORP. STATEMENT OF OPERATIONS For the Three months ended March 31, 2015 (unaudited) For the Three months ended March 31, 2014 (unaudited) As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A Revenues $ - $ - $ - $ - $ - $ - Operating expenses: Sales and general administrative 24,377 - 24,377 - - - Research & development expenses 370,043 - 370,043 - - - Total operating expenses (394,420) - (394,420) - - - Net loss from continuing operations (394,420) - (394,420) - - - Loss from discontinued operations (including $0 from gain on disposal) - - - (12,020) 12,020 - Net loss $ (394,420) $ - $ (394,420) $ (12,020) $ 12,020 $ - Weighted average shares outstanding 16,147,837 - 16,147,837 4,332,164 (4,332,164) - Net loss per share - Basic and fully diluted From continuing operations - - - - - - From discontinued operations - - - $ (0.00) * $ 0.00 - Net loss per share - Basic and fully diluted $ (0.02) - $ (0.02) $ (0.00) * $ 0.00 - *Denotes a loss less than ($0.01) per share WORLD MEDIA AND TECHNOLOGY CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) As Previously Reported in the Original Filing for the Quarter ended March 31, 2015 Additional Subscription Accumulated Common stock issued paid-in due from Surplus Shares Amount Capital Parent (Deficit) Total Balance at December 31, 2013 audited 4,000,000 $ 4,000 $ 12,080 $ - $ (38,914) $ (22,834) Common stock issued in February and March 2014 for cash at $0.01 per share 3,220,000 3,220 28,980 - - 32,200 Share subscription payable by parent on acquisition 8,000,000 8,000 1,992,000 - - 2,000,000 Share subscription due from parent - - - (2,000,000) - (2,000,000) Forgiveness of amounts due to related parties October 29, 2014 - - 32,848 - - 32,848 Historic costs incurred in developing SPACE technology acquired - - (454,672) - - (454,672) Net operating loss for the year - - - - (173,600) (173,600) Balance at December 31, 2014 - audited 15,220,000 15,220 1,611,236 (2,000,000) (212,514) $ (586,058) Share subscription due from parent received - - - 2,000,000 - 2,000,000 Shares issued for cash 12,000,000 12,000 2,988,000 - - 3,000,000 Shares issued as partial consideration for investment in Paynovi Limited 1,361,000 1,361 679,139 - - 680,500 Net loss for period - - - - (394,420) (394,420) Balance at March 31, 2015 - unaudited 28,581,000 $ 28,581 $ 5,278,375 $ - $ (606,934) $ 4,700,022 As Restated in this Quarterly Report on Form 10-Q/A Additional Subscription Accumulated Common stock issued paid-in due from Surplus Shares Amount Capital Parent (Deficit) Total Balance at May 5, 2014, Inception 7,095,000 $ 7,095 $ (7,095) $ - $ - $ - Recapitalization of WRMT 125,000 125 (71) - - 54 Share subscription payable by parent 8,000,000 8,000 1,992,000 (2,000,000) - - Net operating loss for period - - - - (586,112) (586,112) Balance at December 31, 2014 (as restated) 15,220,000 $ 15,220 $ 1,984,834 $ (2,000,000) $ (586,112) $ (586,058) Share subscription from parent received - - - 2,000,000 - 2,000,000 Shares issued for cash 12,000,000 12,000 2,988,000 - - 3,000,000 Shares issued as partial consideration for investment in Paynovi Limited 1,361,000 1,361 679,139 - - 680,500 Net loss for period - - - - (394,420) (394,420) Balance at March 31, 2015 as restated - unaudited 28,581,000 $ 28,581 $ 5,651,973 $ - $ (980,532) $ 4,700,022 WORLD MEDIA AND TECHNOLOGY CORP. STATEMENTS OF CASH FLOWS For the Three months ended March 31, 2015 (unaudited) For the Three months ended March 31, 2014 (unaudited) As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A Cash Flows from Operating Activities: Net loss for the period $ (394,420) $ - $ (394,420) $ - $ - $ - Loss from discontinued operations - - - (12,020) 12,020 - Changes in assets and liabilities, net of acquisition and disposals: Accounts payable & accrued liabilities 1,500 - 1,500 - - - Net cash used in operating activities - continuing operations (392,920) - (392,920) - - - Net cash used in operating activities - discontinued operations - - - (7,580) 7,580 - Net cash used in operating activities (392,920) - (392,920) (7,580) 7,580 - Cash Flows from Investing Activities: Net cash provided by (used in) investing activities - - - - - - Cash Flows From Financing Activities: Advances from related parties 393,865 - 393,865 - - - Proceeds from sale of common stock 5,000,000 - 5,000,000 - - - Net cash provided by financing activities - discontinued operations - - - 32,200 (32,200) - Net cash provided by financing activities 5,393,865 - 5,393,865 32,200 (32,200) - Net increase (decrease) in cash and cash equivalents 5,000,945 - 5,000,945 24,620 (24,620) - Cash and cash equivalents, beginning of the period 54 - 54 3,206 (3,206) - Cash and cash equivalents, end of the period $ 5,000,999 $ - $ 5,000,999 $ 27,826 $ (27,826) $ - SUPPLEMENTAL CASH FLOW DISCLOSURE: Cash paid for interest $ - $ - $ - $ - $ - $ - Cash paid for taxes $ - $ - $ - $ - $ - $ - SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES: Investment in Paynovi Ltd: 1,361,000 common shares issued $ 680,500 $ - $ 680,500 $ - $ - $ - 3,937,005 common shares issued by Power Clouds Inc. 748,030 $ - 748,030 $ - $ - $ - $ 1,428,530 $ - $ 1,428,530 $ - $ - $ - |
Note 3 Summary of Significant A
Note 3 Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 3 Summary of Significant Accounting Policies | Note 3- Summary of Significant Accounting Policies Basis The Condensed Unaudited Interim Financial Statements The accompanying condensed unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (SEC) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2014 and notes thereto contained in the information as part of the Companys Annual Report on Form 10-K /A , which was filed with the Securities and Exchange Commission and declared effective on August 18 , 2015. Development In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. Consequently this additional disclosure has not been presented in these financial statements. Use The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions affect the reporting The Companys significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and assumption those Management judgments Management deemed Actual Cash The Fair The Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value accounting To techniques the Level Level observable Level Financial assumption The measure instrument. The maturity Transactions involving about representations It Investment in partnerships, unincorporated joint ventures or limited liability companies The Company follows subtopic The Company uses the equity method of accounting for investments in associate companies. An associate is an entity over which the investor has significant influence by owning over 20% of the common stock but less than 50%. A subsidiary is not an associate and an interest in a joint venture is not an associate. The investment is initially recognized at cost. After the acquisition date, a change in the Companys share of the associates net assets adjusts the carrying amount of investment. A change in the Companys share of the associates profit or loss is recognized in the Companys profit or loss while any change in the Companys share of the associates other comprehensive income is recognized in the Companys other comprehensive income. Distributions received from an associate reduce the carrying amount of the investment. On March 30, 2015 the Company acquired a 35% shareholding in PayNovi Ltd. A limited liability company registered in Ireland. The initial consideration was the issuance of 1,316,000 common shares of the Company and the issuance of 3,937,005 common shares of Power Clouds Inc., our parent and majority shareholder. The Company recorded an initial investment of $1,428,531 being the market value of the shares issued on the closing date. (See Note 4 below for further details). Related parties The Pursuant to Section 850-10-20 the Related parties include: (a). affiliates of the Company; (b). entities for which investments in their equity securities would be required, absent the election of the value ( and ( ( ( may own ( parties The business. relationship(s) ( presented, ( for ( of Commitments The issued, assessment proceedings, If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Companys financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Companys business, financial position, and results of operations or cash flows. Revenue The earned. or The invoice; rebate, Sales, Marketing and Advertising We use a variety of marketing, sales and support activities to generate and cultivate ongoing customer demand for our products and services, acquire new customers. We currently sell exclusively through indirect channels. As a result our sales supports efforts are limited to training the indirect channels on the merits of our products over competitive options. We incur promotional costs by way of distributor conferences and sponsoring distributor events with their downstream retail channels and end customers. We will closely track and monitor customer acquisition costs to assess how we are deploying our marketing, sales and customer support spending. Marketing We track and measure our marketing costs closely across all channels so that we can acquire customers in a cost-efficient manner. Indirect Sales Our indirect sales channel will operate through a number of direct sales organizations that help broaden the adoption of our services without the need for a large direct field sales force. Customer Support While our intuitive and easy-to-use user interface serves to reduce our customers need for support, we provide online and phone customer support as well as post-sale implementation support, to help customers configure and use our solution. We track and measure our customer satisfaction and our support costs closely across all channels to provide a high level of customer service in a cost-efficient manner. Customer support is outsourced to specialist service providers who already experience economies of scale from providing such services to multiple organizations. The Company recorded no advertising costs for the three months ending March 31, 2015. Research and Development The Company follows subtopic Research and development costs are charged to expense when incurred. Our research and development has been primarily focused on bringing the first product Lumina Glasses to market in 2015. The research and development expenses throughout 2014 include the design, parts sourcing and prototyping of the Lumina Glasses. We expect that research and development expenses will increase throughout 2015 as the next generation of the Lumina and other SPACE products are continuously improved and additional products and feature types are added. We expect to continue to outsource the main development activities and use expert consultants where required to ensure consistent iterations of products and related services. For the quarter ending March 31, 2015, we incurred $ 370,043 in research and development costs. During the period from inception of the SPACE wearable technology and Lumina glasses business in May 2014 through to March 31, 2015, a total of $ 892,431 has been incurred in research and development costs. Intellectual Property Our success and ability to compete effectively are dependent in part upon our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other contractual restrictions, to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationships, we also generally require that the agreement setting forth the parties respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology. To date, we do not have any federally registered trademarks but do plan to initiate such registrations during 2015. We do not currently have any patents or patent applications in process. Any future patent applications with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to affix copyright notices on our product literature in order to assert copyright protection for these works. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to duplicate aspects of our products or to obtain and use information that we regard as proprietary. Our steps to protect our proprietary technology may not be adequate to prevent misappropriation of such technology, and may not preclude competitors from independently developing products with functionality or features similar to our products. If we fail to protect our proprietary technology, our business, financial condition and results of operations could be harmed significantly. Consumer technology markets have been characterized by substantial litigation regarding patent and other intellectual property rights. Litigation, which could result in substantial cost to and diversion of our efforts, may be necessary to enforce trademarks issued to us or to determine the enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us to costs related to changing names and a loss of established brand recognition. Income The future Under which realized. settled. The . claimed , position the Paragraph . The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and forwards. Management operates income Uncertain The March 31, 5 and December 31, 201 4 . Net Net net by shares There three months ended March 31, 5 . Cash The operating, provides definitions of each category, and uses the indirect or reconciliation method (Indirect method) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. Subsequent The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. Reclassification Certain amounts from prior periods may have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders deficit as a result of these reclassifications. Recently 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 its financial condition or the results of its operations. |
Note 5 - Acquisition of Halton
Note 5 - Acquisition of Halton Universal Brands Inc. (hnvb) | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 5 - Acquisition of Halton Universal Brands Inc. (hnvb) | Note 4 Acquisition of Halton Universal Brands Inc. (HNVB) During the year ended December 31, 2014, we acquired Halton Universal Brands, Inc. (HNVB) through a reverse merger and ceased the HNVB business commensurate with the Close. Through the acquisition of HNVB, we acquired $ 54 in fair value of net assets. Halton Universal Brands, Inc. (HNVB) was incorporated under the laws of the State of Nevada on October 22, 2010. The Company was a brokerage, consulting and marketing firm specializing in brand consulting and new product strategy consulting for emerging brands. The Company focused on natural food products, specialty food products, and mass-market grocery items that are manufactured in North America and seek new market penetration in Eastern Europe. It offered services that fall into three major categories: strategic management consulting, sales brokerage, and marketing. Its main areas of focus were serving manufacturers and distributors in the grocery, specialty food, and health supplement channels. |
Note 5 - Stock Purchase Agreeme
Note 5 - Stock Purchase Agreement With Paynovi. | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 5 - Stock Purchase Agreement With Paynovi. | Note Stock Purchase Agreement with PayNovi . On March 30, 2015, the Company entered into a Common Stock Purchase Agreement (the SPA) by and among PWCL , PayNovi Ltd., an Irish limited liability company (the PayNovi) and Anch Holdings Ltd., an Irish limited liability company (the Seller). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company , and the Company agreed to purchase from the Seller, 350 shares of PayNovis common stock, which represents 35% of PayNovis total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMTs common stock, which represents 5% of WRMTs total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of PWCLs common stock, which represents 5% of PWCLs total issued and outstanding shares of the Closing Date, being issued to the Seller. The SPA provides for certain additional rights and obligations of the parties, including PayNovi agreeing to certain provisions relating to public disclosure, confidentiality, consents and filings, and transfer and additional issuance restrictions. The closing of the issuance of all of the shares occurred on March 31, 2015. The description of the SPA above is qualified in its entirety by reference to the full text of the SPA filed as an Exhibit hereto . Paynovi operates in the mobile and online payments market and offers products such as mobile wallet, prepaid cards and online payment programs, as a white label, to its partners. WRMT has taken a minority shareholding in Paynovi to gain a strategic position in the mobile payments space but also as a part of a strategy to ultimately offer mobile wallet capabilities as part its SPACE wireless offerings in order to gain a competitive advantage over other providers. Consideration for the investment was as follows: FAIR MARKET VALUE OF SHARES ISSUED ON DATE OF TRANASACTION 1,316 , 000 shares of WRMTs common stock $0.50 per share closing price on March 30, 2015 $ 680,500 3,937,005 shares of PWCL common stock $0.145 per share closing price on March 30, 2015 748,030 Total investment $ 1,428,530 In accordance with ASC 323-10 , the total initial investment of $1,428,530 representing the fair market value of the shares issues as consideration for the acquisition of the investment in PayNovi was recorded as an equity method investment . The fair market value of the PWCL shares issued $748,030 is recorded within due to related parties. |
Note 6 - Stockholder's Deficit
Note 6 - Stockholder's Deficit | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 6 - Stockholder's Deficit | Note 6 Stockholders Equity ( Deficit ) Shares Authorized Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million ( 75,000,000 ) shares of common stock, par value $ 0.001 per Common Effective October 29, 2014: 1) Power Clouds, Inc. (formerly World Assurance Group, Inc.) (PWCL) acquired 7,095,000 shares of World Media & Technology Corp. (formerly Halton Universal Brands Inc.) (WRMT), representing 98% of WRMTs issued and outstanding share capital, for cash consideration of $ 378,000 , 2) WRMT discontinued its previously existing brokerage and brand consultancy business, and 3) WRMT acquired the SPACE technology business and related assets from PWCL for consideration of $ 557,898 funded by way of debt from PWCL (collectively the October 29, 2014 transactions). We have accounted for the October 29, 2014 transactions as a reverse merger of PWCLs SPACE technology business and related assets into WRMT. This reverse merger has been accounted for as a reverse capitalization with PWCLs SPACE technology business, the legally acquired business, being treated as the acquirer of WRMT for accounting and financial reporting purposes. Consequently, the accompanying financial statements reflect the operations of PWCLs SPACE technology business since Inception (May 2014) and for WRMT from the effective date of the reverse merger on October 29, 2014. The purchase of 7,095,000 shares of WRMT by PWCL has been retroactively presented in the Statement of Changes in Stockholders Equity (Deficit) and the footnotes to these financial statements to be effective as of the date of the inception of PWCLs SPACE technology business. Recapitalization of WRMT As at October 29, 2014, 125,000 shares of WRMTs common stock were owned by shareholders who did not sell their stock to PWCL. Under reverse merger accounting, these shares are accounted for as if they had been issued by the existing PWCL technology business as consideration to acquire control of WRMT . Unregistered Sales of Equity Securities On October 29, 2014, the Company sold 8,000,000 shares of its common stock at $0.25 per share for $2 million to its parent company , PWCL. During the three months ended March 31, 2015, o n March 23, 2015 , the Company received $ 2 ,000,000 in cash due from PWCL for the issuance of 8,000,000 common shares on October 29, 2014. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), provided by Section 4(2) of the Securities Act . On March 25, 2015, the Company sold 12,000,000 shares of the Companys common stock to Mr. Fabio Galdi, the Companys Chief Executive Officer, for $3 million or $ 0.25 per share. Payment has been received for the sale of these shares. This represents a 44% beneficial ownership interest in the Company held directly by Mr. Fabio Galdi. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act. On March 31, 2015, the Company issued 1,361,000 shares of the Companys common stock, valued at $680,500 based on the $ 0.50 per share closing price on March 30, 2015, to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details). The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act . SEC Form S-1 Registration Statement: In May of 2015, the Company filed a Form S-1 Registration Statement with the Securities and Exchange Commission (SEC), in order to register 13,812,850 shares of WRMTs common stock currently held by PWCL, the Companys parent company and majority shareholder. PWCLs Board approved a share dividend consisting of 13,812,850 of the 15,095,000 common shares PWCL currently holds in WRMT. Shareholders of PWCL will receive one (1) share of WRMT common stock for every six (6) PWCL shares of common stock that they hold as of the record date. The record date shall be defined as the first business day following an effective statement from the SEC in regards to the Form S-1 filing. It is difficult to predict with precision when this effective statement will be obtained, if at all. For more information, please see WRMTs SEC Form S-1. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 7 - Related Party Transactions | Note 7 Related Party Transactions On October 29, 2014 the Company issued 8,000,000 shares of the Companys restricted common stock to our parent company, Power Clouds Inc. (PWCL) in exchange for $ 2,000,000 payable to the Company. As at December 31, 2014, the proceeds from the sale of the shares had not been received and have been recorded as Due from Parent in Shareholders Deficit. The proceeds have subsequently been received during March 2015. Over 70% of PWCL is beneficially owned and controlled by Fabio Galdi, our CEO and the Chairman of PWCL. The Company subleases facilities with WGG and under its real estate sublease with WGG will be recharged rent and a cost allocation for the property at a fixed rate of $ 5,000 per month. In December of 2014, WGG was sold by PWCL to World Capital Holding (FZC), a company beneficially owned and controlled by Fabio Galdi, the Companys CEO. The terms and conditions of the sublease from WGG to the Company remain in full force and effect. The Company recognized $ 15,000 of rental expense in respect of this lease during the three months ended March 31, 2015 and owed a total of $ 25,000 to WGG as at March 31, 2015. On March 25, 2015, the Company sold 12,000,000 shares of the Companys common stock to Mr. Fabio Galdi, the Companys Chief Executive Officer, for $3 million or $ 0.25 per share. Payment has been received for the sale of these shares. On March 31, 2015, Power Clouds Inc (PWCL) our parent issued 3,937,005 shares of its common stock to Anch Holdings Ltd., an Irish limited liability company (the Seller) pursuant a Common Stock Purchase Agreement (the SPA) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the PayNovi) and Anch Holdings Ltd., an Irish limited liability company (the Seller). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company agreed to purchase from the Seller, 350 shares of PayNovis common stock, which represents 35% of PayNovis total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMTs common stock, which represents 5% of WRMTs total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of PWCLs common stock, which represents 5% of PWCLs total issued and outstanding shares of the Closing Date, being issued to the Seller. The $ 748,030 reflecting the fair market value of the shares issued by PWCL on March 31, 2015 is included within the due related parties balance of as at March 31, 2015. Payable to Amounts due to related party as at March 31, 2015 and December 31, 2014 are as follows: March 31, 2015 (unaudited) December 31, 2014 Power Clouds Inc. (PWCL) - parent and majority shareholder $ 748,030 $ - World Global Assets pte Ltd (WGA) owned by PWCL 1,294,253 915,388 World Global Group Inc. (WGG) owned indirectly by our CEO 25,000 10,000 Total due to related parties $ 2,067,283 $ 925,388 These amounts are due on demand, carry no terms and accrue no interest. Balance due to Directors and Officers As at March 31, 201 5 and March 31, 2014 the Company owed nothing to its directors and officers. Balance due to PWCL As at March 31, 2015 and 2014 the Company owed PWCL $748,030 and $0 respectively. The balance at March 31, 2015 represented the fair market value of 3,937,005 Balance due to World Global Assets Pte Ltd. (WGA) The balance due of at March 31, 2015 represents the provision by WGA of $1,294,253 working capital in payment of the Companys operating expenses and deposits with suppliers in the period from May 2014 (Inception) to March 31, 2015. Balance due to World Global Group Inc. (WGG) The balance at March 31, 2015 represented $25,000 payable under a sublease with WGG for our corporate offices at 600 Brickell Ave., Suite 1775, Miami, Florida. Under the terms of the subleae with WGG, the Company will be recharged rent and a cost We of Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such may disclose Family Relationships There are no family relationships among our officers and directors, other than Fabio Galdi and Alfonso Galdi, who are brothers. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 8 - Subsequent Events | Note 8 Subsequent Events The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were the following reportable subsequent events to be disclosed : SEC Form S-1 Registration Statement: In May of 2015, the Company filed a Form S-1 Registration Statement with the Securities and Exchange Commission (SEC), in order to register 13,812,850 shares of its common stock currently held by PWCL, the Companys parent company and majority shareholder. PWCLs Board approved a share dividend consisting of 13,812,850 of the 15,095,000 common shares PWCL currently holds in WRMT. Shareholders of PWCL will receive one (1) share of WRMT common stock for every six (6) PWCL shares of common stock that they hold as of the record date. The record date shall be defined as the first business day following an effective statement from the SEC in regards to the Form S-1 filing. It is difficult to predict with precision when this effective statement will be obtained, if at all. For more information, please see WRMTs SEC Form S-1. |
Note 3 Summary of Significant14
Note 3 Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Basis of Presentation | Basis The |
Note 3 Summary of Significant15
Note 3 Summary of Significant Accounting Policies: Condensed Unaudited Interim Financial Statements (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Condensed Unaudited Interim Financial Statements | Condensed Unaudited Interim Financial Statements The accompanying condensed unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (SEC) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2014 and notes thereto contained in the information as part of the Companys Annual Report on Form 10-K /A , which was filed with the Securities and Exchange Commission and declared effective on August 18 , 2015. |
Note 3 Summary of Significant16
Note 3 Summary of Significant Accounting Policies: Development Stage Company (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Development Stage Company | Development In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. Consequently this additional disclosure has not been presented in these financial statements. |
Note 3 Summary of Significant17
Note 3 Summary of Significant Accounting Policies: Use of Estimates and Assumptions (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Use of Estimates and Assumptions | Use The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions affect the reporting The Companys significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and assumption those Management judgments Management deemed Actual |
Note 3 Summary of Significant18
Note 3 Summary of Significant Accounting Policies: Cash Equivalents (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Cash Equivalents | Cash The |
Note 3 Summary of Significant19
Note 3 Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Fair Value of Financial Instruments | Fair The Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value accounting To techniques the Level Level observable Level Financial assumption The measure instrument. The maturity Transactions involving about representations It |
Note 3 Summary of Significant20
Note 3 Summary of Significant Accounting Policies: Investment in Partnerships, Unincorporated Joint Ventures Or Limited Liability Companies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Investment in Partnerships, Unincorporated Joint Ventures Or Limited Liability Companies | Investment in partnerships, unincorporated joint ventures or limited liability companies The Company follows subtopic The Company uses the equity method of accounting for investments in associate companies. An associate is an entity over which the investor has significant influence by owning over 20% of the common stock but less than 50%. A subsidiary is not an associate and an interest in a joint venture is not an associate. The investment is initially recognized at cost. After the acquisition date, a change in the Companys share of the associates net assets adjusts the carrying amount of investment. A change in the Companys share of the associates profit or loss is recognized in the Companys profit or loss while any change in the Companys share of the associates other comprehensive income is recognized in the Companys other comprehensive income. Distributions received from an associate reduce the carrying amount of the investment. On March 30, 2015 the Company acquired a 35% shareholding in PayNovi Ltd. A limited liability company registered in Ireland. The initial consideration was the issuance of 1,316,000 common shares of the Company and the issuance of 3,937,005 common shares of Power Clouds Inc., our parent and majority shareholder. The Company recorded an initial investment of $1,428,531 being the market value of the shares issued on the closing date. (See Note 4 below for further details). |
Note 3 Summary of Significant21
Note 3 Summary of Significant Accounting Policies: Related Parties (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Related Parties | Related parties The Pursuant to Section 850-10-20 the Related parties include: (a). affiliates of the Company; (b). entities for which investments in their equity securities would be required, absent the election of the value ( and ( ( ( may own ( parties The business. relationship(s) ( presented, ( for ( of |
Note 3 Summary of Significant22
Note 3 Summary of Significant Accounting Policies: Commitments and Contingencies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Commitments and Contingencies | Commitments The issued, assessment proceedings, If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Companys financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Companys business, financial position, and results of operations or cash flows. |
Note 3 Summary of Significant23
Note 3 Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Revenue Recognition | Revenue The earned. or The invoice; rebate, |
Note 3 Summary of Significant24
Note 3 Summary of Significant Accounting Policies: Sales, Marketing and Advertising (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Sales, Marketing and Advertising | Sales, Marketing and Advertising We use a variety of marketing, sales and support activities to generate and cultivate ongoing customer demand for our products and services, acquire new customers. We currently sell exclusively through indirect channels. As a result our sales supports efforts are limited to training the indirect channels on the merits of our products over competitive options. We incur promotional costs by way of distributor conferences and sponsoring distributor events with their downstream retail channels and end customers. We will closely track and monitor customer acquisition costs to assess how we are deploying our marketing, sales and customer support spending. Marketing We track and measure our marketing costs closely across all channels so that we can acquire customers in a cost-efficient manner. Indirect Sales Our indirect sales channel will operate through a number of direct sales organizations that help broaden the adoption of our services without the need for a large direct field sales force. Customer Support While our intuitive and easy-to-use user interface serves to reduce our customers need for support, we provide online and phone customer support as well as post-sale implementation support, to help customers configure and use our solution. We track and measure our customer satisfaction and our support costs closely across all channels to provide a high level of customer service in a cost-efficient manner. Customer support is outsourced to specialist service providers who already experience economies of scale from providing such services to multiple organizations. The Company recorded no advertising costs for the three months ending March 31, 2015. |
Note 3 Summary of Significant25
Note 3 Summary of Significant Accounting Policies: Research and Development (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Research and Development | Research and Development The Company follows subtopic Research and development costs are charged to expense when incurred. Our research and development has been primarily focused on bringing the first product Lumina Glasses to market in 2015. The research and development expenses throughout 2014 include the design, parts sourcing and prototyping of the Lumina Glasses. We expect that research and development expenses will increase throughout 2015 as the next generation of the Lumina and other SPACE products are continuously improved and additional products and feature types are added. We expect to continue to outsource the main development activities and use expert consultants where required to ensure consistent iterations of products and related services. For the quarter ending March 31, 2015, we incurred $ 370,043 in research and development costs. During the period from inception of the SPACE wearable technology and Lumina glasses business in May 2014 through to March 31, 2015, a total of $ 892,431 has been incurred in research and development costs. |
Note 3 Summary of Significant26
Note 3 Summary of Significant Accounting Policies: Intellectual Property (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Intellectual Property | Intellectual Property Our success and ability to compete effectively are dependent in part upon our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other contractual restrictions, to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationships, we also generally require that the agreement setting forth the parties respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology. To date, we do not have any federally registered trademarks but do plan to initiate such registrations during 2015. We do not currently have any patents or patent applications in process. Any future patent applications with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to affix copyright notices on our product literature in order to assert copyright protection for these works. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to duplicate aspects of our products or to obtain and use information that we regard as proprietary. Our steps to protect our proprietary technology may not be adequate to prevent misappropriation of such technology, and may not preclude competitors from independently developing products with functionality or features similar to our products. If we fail to protect our proprietary technology, our business, financial condition and results of operations could be harmed significantly. Consumer technology markets have been characterized by substantial litigation regarding patent and other intellectual property rights. Litigation, which could result in substantial cost to and diversion of our efforts, may be necessary to enforce trademarks issued to us or to determine the enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us to costs related to changing names and a loss of established brand recognition. |
Note 3 Summary of Significant27
Note 3 Summary of Significant Accounting Policies: Income Tax Provision (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Income Tax Provision | Income The future Under which realized. settled. The . claimed , position the Paragraph . The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and forwards. Management operates income |
Note 3 Summary of Significant28
Note 3 Summary of Significant Accounting Policies: Uncertain Tax Positions (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Uncertain Tax Positions | Uncertain The March 31, 5 and December 31, 201 4 . |
Note 3 Summary of Significant29
Note 3 Summary of Significant Accounting Policies: Net Income (loss) Per Common Share (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Net Income (loss) Per Common Share | Net Net net by shares There three months ended March 31, 5 . |
Note 3 Summary of Significant30
Note 3 Summary of Significant Accounting Policies: Cash Flows Reporting (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Cash Flows Reporting | Cash The operating, provides definitions of each category, and uses the indirect or reconciliation method (Indirect method) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. |
Note 3 Summary of Significant31
Note 3 Summary of Significant Accounting Policies: Subsequent Events (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Subsequent Events | Subsequent The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Note 3 Summary of Significant32
Note 3 Summary of Significant Accounting Policies: Reclassification (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Reclassification | Reclassification Certain amounts from prior periods may have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders deficit as a result of these reclassifications. |
Note 3 Summary of Significant33
Note 3 Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently 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 its financial condition or the results of its operations. |
Restatement Of Previously Iss34
Restatement Of Previously Issued Financial Statements: Schedule of Change in Accounting Estimate (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Change in Accounting Estimate | For the Year ended Restatement Adjustments to Previously Reported Balance Sheet - Increase/(Decrease) Additional paid in capital $ 373,958 Accumulated surplus (deficit) (373,958) |
Restatement Of Previously Iss35
Restatement Of Previously Issued Financial Statements: Condensed Balance Sheet (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Condensed Balance Sheet | March 31, 2015 (unaudited) As Previously Reported In The Original Filing Restatement Adjustments As Restated in this Annual Report on Form-10 Q/A ASSETS Current assets Total cash and cash equivalents $ 5,000,999 $ - $ 5,000,999 Prepayments 340,226 - 340,226 Current assets 5,341,225 - 5,341,225 Equity method investments 1,428,530 - 1,428,530 Total assets $ 6,769,755 $ - $ 6,769,755 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable and accrued liabilities $ 2,450 $ - $ 2,450 Payable to related parties 2,067,283 - 2,067,283 Total liabilities 2,069,733 - 2,069,733 Stockholders' equity (deficit) Net common stock, $0.001 par value; 75,000,000 shares authorized, 28,581,000 shares issued and outstanding as of March 31, 2015. 28,581 - 28,581 Additional paid in capital 5,278,375 373,598 5,651,973 Accumulated earnings (deficit) (606,934) (373,598) (980,532) Total stockholders' equity (deficit) 4,700,022 - 4,700,022 Total liabilities and stockholders' equity (deficit) $ 6,769,755 $ - $ 6,769,755 |
Restatement Of Previously Iss36
Restatement Of Previously Issued Financial Statements: Schedule of Statement of Operations Text Block (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Statement of Operations Text Block | For the Three months ended March 31, 2015 (unaudited) For the Three months ended March 31, 2014 (unaudited) As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A Revenues $ - $ - $ - $ - $ - $ - Operating expenses: Sales and general administrative 24,377 - 24,377 - - - Research & development expenses 370,043 - 370,043 - - - Total operating expenses (394,420) - (394,420) - - - Net loss from continuing operations (394,420) - (394,420) - - - Loss from discontinued operations (including $0 from gain on disposal) - - - (12,020) 12,020 - Net loss $ (394,420) $ - $ (394,420) $ (12,020) $ 12,020 $ - Weighted average shares outstanding 16,147,837 - 16,147,837 4,332,164 (4,332,164) - Net loss per share - Basic and fully diluted From continuing operations - - - - - - From discontinued operations - - - $ (0.00) * $ 0.00 - Net loss per share - Basic and fully diluted $ (0.02) - $ (0.02) $ (0.00) * $ 0.00 - |
Restatement Of Previously Iss37
Restatement Of Previously Issued Financial Statements: Schedule of Statement of Stockholders' Equity Text Block (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Statement of Stockholders' Equity Text Block | As Previously Reported in the Original Filing for the Quarter ended March 31, 2015 Additional Subscription Accumulated Common stock issued paid-in due from Surplus Shares Amount Capital Parent (Deficit) Total Balance at December 31, 2013 audited 4,000,000 $ 4,000 $ 12,080 $ - $ (38,914) $ (22,834) Common stock issued in February and March 2014 for cash at $0.01 per share 3,220,000 3,220 28,980 - - 32,200 Share subscription payable by parent on acquisition 8,000,000 8,000 1,992,000 - - 2,000,000 Share subscription due from parent - - - (2,000,000) - (2,000,000) Forgiveness of amounts due to related parties October 29, 2014 - - 32,848 - - 32,848 Historic costs incurred in developing SPACE technology acquired - - (454,672) - - (454,672) Net operating loss for the year - - - - (173,600) (173,600) Balance at December 31, 2014 - audited 15,220,000 15,220 1,611,236 (2,000,000) (212,514) $ (586,058) Share subscription due from parent received - - - 2,000,000 - 2,000,000 Shares issued for cash 12,000,000 12,000 2,988,000 - - 3,000,000 Shares issued as partial consideration for investment in Paynovi Limited 1,361,000 1,361 679,139 - - 680,500 Net loss for period - - - - (394,420) (394,420) Balance at March 31, 2015 - unaudited 28,581,000 $ 28,581 $ 5,278,375 $ - $ (606,934) $ 4,700,022 As Restated in this Quarterly Report on Form 10-Q/A Additional Subscription Accumulated Common stock issued paid-in due from Surplus Shares Amount Capital Parent (Deficit) Total Balance at May 5, 2014, Inception 7,095,000 $ 7,095 $ (7,095) $ - $ - $ - Recapitalization of WRMT 125,000 125 (71) - - 54 Share subscription payable by parent 8,000,000 8,000 1,992,000 (2,000,000) - - Net operating loss for period - - - - (586,112) (586,112) Balance at December 31, 2014 (as restated) 15,220,000 $ 15,220 $ 1,984,834 $ (2,000,000) $ (586,112) $ (586,058) Share subscription from parent received - - - 2,000,000 - 2,000,000 Shares issued for cash 12,000,000 12,000 2,988,000 - - 3,000,000 Shares issued as partial consideration for investment in Paynovi Limited 1,361,000 1,361 679,139 - - 680,500 Net loss for period - - - - (394,420) (394,420) Balance at March 31, 2015 as restated - unaudited 28,581,000 $ 28,581 $ 5,651,973 $ - $ (980,532) $ 4,700,022 |
Restatement Of Previously Iss38
Restatement Of Previously Issued Financial Statements: Schedule of Statement of Cash Flows Text Block (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Statement of Cash Flows Text Block | For the Three months ended March 31, 2015 (unaudited) For the Three months ended March 31, 2014 (unaudited) As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A As Previously Reported in the Original Filing Restatement Adjustments As Restated in this Quarterly Report on Form 10-Q/A Cash Flows from Operating Activities: Net loss for the period $ (394,420) $ - $ (394,420) $ - $ - $ - Loss from discontinued operations - - - (12,020) 12,020 - Changes in assets and liabilities, net of acquisition and disposals: Accounts payable & accrued liabilities 1,500 - 1,500 - - - Net cash used in operating activities - continuing operations (392,920) - (392,920) - - - Net cash used in operating activities - discontinued operations - - - (7,580) 7,580 - Net cash used in operating activities (392,920) - (392,920) (7,580) 7,580 - Cash Flows from Investing Activities: Net cash provided by (used in) investing activities - - - - - - Cash Flows From Financing Activities: Advances from related parties 393,865 - 393,865 - - - Proceeds from sale of common stock 5,000,000 - 5,000,000 - - - Net cash provided by financing activities - discontinued operations - - - 32,200 (32,200) - Net cash provided by financing activities 5,393,865 - 5,393,865 32,200 (32,200) - Net increase (decrease) in cash and cash equivalents 5,000,945 - 5,000,945 24,620 (24,620) - Cash and cash equivalents, beginning of the period 54 - 54 3,206 (3,206) - Cash and cash equivalents, end of the period $ 5,000,999 $ - $ 5,000,999 $ 27,826 $ (27,826) $ - SUPPLEMENTAL CASH FLOW DISCLOSURE: Cash paid for interest $ - $ - $ - $ - $ - $ - Cash paid for taxes $ - $ - $ - $ - $ - $ - SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES: Investment in Paynovi Ltd: 1,361,000 common shares issued $ 680,500 $ - $ 680,500 $ - $ - $ - 3,937,005 common shares issued by Power Clouds Inc. 748,030 $ - 748,030 $ - $ - $ - $ 1,428,530 $ - $ 1,428,530 $ - $ - $ - |
Note 5 - Stock Purchase Agree39
Note 5 - Stock Purchase Agreement With Paynovi.: Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | FAIR MARKET VALUE OF SHARES ISSUED ON DATE OF TRANASACTION 1,316 , 000 shares of WRMTs common stock $0.50 per share closing price on March 30, 2015 $ 680,500 3,937,005 shares of PWCL common stock $0.145 per share closing price on March 30, 2015 748,030 Total investment $ 1,428,530 |
Note 7 - Related Party Transa40
Note 7 - Related Party Transactions: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Schedule of Related Party Transactions | March 31, 2015 (unaudited) December 31, 2014 Power Clouds Inc. (PWCL) - parent and majority shareholder $ 748,030 $ - World Global Assets pte Ltd (WGA) owned by PWCL 1,294,253 915,388 World Global Group Inc. (WGG) owned indirectly by our CEO 25,000 10,000 Total due to related parties $ 2,067,283 $ 925,388 |
Restatement Of Previously Iss41
Restatement Of Previously Issued Financial Statements: Schedule of Change in Accounting Estimate (Details) | 11 Months Ended |
Mar. 31, 2015USD ($) | |
Details | |
Adjustments to Additional Paid in Capital, Other | $ 373,958 |
Accumulated Surplus (Deficit) | $ (373,958) |
Restatement Of Previously Iss42
Restatement Of Previously Issued Financial Statements: Condensed Balance Sheet (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | |
Cash and cash equivalents | $ 5,000,999 | $ 54 | |
TOTAL CURRENT ASSETS | 5,341,225 | 340,280 | |
Equity method investments | 1,428,530 | ||
Total Assets | 6,769,755 | 340,280 | |
Payable to related parties | 2,067,283 | 925,388 | |
Total liabilities | 2,069,733 | 926,338 | |
Net Common Stock | [1] | 28,581 | 15,220 |
Additional paid-in capital | 5,651,973 | 1,611,236 | |
Accumulated surplus (deficit) | (980,532) | (212,514) | |
Total Stockholders' Deficit | 4,700,022 | (586,058) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 6,769,755 | $ 340,280 | |
As Previously Reported in the Original Filing | |||
Cash and cash equivalents | 5,000,999 | ||
Prepayments | 340,226 | ||
TOTAL CURRENT ASSETS | 5,341,225 | ||
Equity method investments | 1,428,530 | ||
Total Assets | 6,769,755 | ||
Accounts Payable and Accrued Liabilities, Current | 2,450 | ||
Payable to related parties | 2,067,283 | ||
Total liabilities | 2,069,733 | ||
Net Common Stock | 28,581 | ||
Additional paid-in capital | 5,278,375 | ||
Accumulated surplus (deficit) | (606,934) | ||
Total Stockholders' Deficit | 4,700,022 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 6,769,755 | ||
Restatement Adjustments | |||
Additional paid-in capital | 373,598 | ||
Accumulated surplus (deficit) | (373,598) | ||
As Restated in this Annual Report | |||
Cash and cash equivalents | 5,000,999 | ||
Prepayments | 340,226 | ||
TOTAL CURRENT ASSETS | 5,341,225 | ||
Equity method investments | 1,428,530 | ||
Total Assets | 6,769,755 | ||
Accounts Payable and Accrued Liabilities, Current | 2,450 | ||
Payable to related parties | 2,067,283 | ||
Total liabilities | 2,069,733 | ||
Net Common Stock | 28,581 | ||
Additional paid-in capital | 5,651,973 | ||
Accumulated surplus (deficit) | (980,532) | ||
Total Stockholders' Deficit | 4,700,022 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 6,769,755 | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 28,581,000 and 15,220,000 shares issued and outstanding as of March 31, 2015 (unaudited) and December 31, 2014, respectively. |
Restatement Of Previously Iss43
Restatement Of Previously Issued Financial Statements: Schedule of Statement of Operations Text Block (Details) - USD ($) | 3 Months Ended | 11 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | |
Revenues | |||
Research and development expenses | $ 370,043 | $ 892,431 | |
Net loss from operations | (394,420) | ||
Net Loss | $ (394,420) | ||
Weighted average shares outstanding - basic and diluted | 16,147,837 | ||
Net loss per share- basic and fully diluted | $ (0.02) | ||
As Previously Reported in the Original Filing | |||
General and Administrative Expense | $ 24,377 | ||
Research and development expenses | 370,043 | ||
TOTAL OPERATING EXPENSES | (394,420) | ||
Net loss from operations | (394,420) | ||
Loss from discontinued operations | $ (12,020) | ||
Net Loss | $ (394,420) | $ (12,020) | |
Weighted average shares outstanding - basic and diluted | 16,147,837 | 4,332,164 | |
Net loss per common share, discontinued operations- basic and diluted | $ 0 | ||
Net loss per share- basic and fully diluted | $ (0.02) | $ 0 | |
Restatement Adjustments | |||
Loss from discontinued operations | $ 12,020 | ||
Net Loss | $ 12,020 | ||
Weighted average shares outstanding - basic and diluted | (4,332,164) | ||
Net loss per common share, discontinued operations- basic and diluted | $ 0 | ||
Net loss per share- basic and fully diluted | $ 0 | ||
As Restated in this Quarterly Report | |||
General and Administrative Expense | $ 24,377 | ||
Research and development expenses | 370,043 | ||
TOTAL OPERATING EXPENSES | (394,420) | ||
Net loss from operations | (394,420) | ||
Net Loss | $ (394,420) | ||
Weighted average shares outstanding - basic and diluted | 16,147,837 | ||
Net loss per share- basic and fully diluted | $ (0.02) |
Restatement Of Previously Iss44
Restatement Of Previously Issued Financial Statements: Schedule of Statement of Stockholders' Equity Text Block (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | May. 05, 2014 | Jan. 02, 2014 | |
Total Stockholders' Deficit | $ 4,700,022 | $ (586,058) | $ (586,058) | $ (586,058) | |||
Net Loss | $ (394,420) | ||||||
Common Stock Issued Shares | |||||||
Shares, Outstanding | 28,581,000 | 15,220,000 | 15,220,000 | 15,220,000 | 7,095,000 | 4,000,000 | |
Stock Issued During Period Shares Issued for Cash | 12,000,000 | 3,220,000 | |||||
Represents the ShareSubscriptionPayableByParentOnAcquisitionShares (number of shares), during the indicated time period. | 8,000,000 | 8,000,000 | |||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 1,361,000 | ||||||
Represents the RecapitalizationOfShares (number of shares), during the indicated time period. | 125,000 | ||||||
Common Stock Issued Amount | |||||||
Total Stockholders' Deficit | $ 28,581 | $ 15,220 | $ 15,220 | $ 15,220 | $ 7,095 | $ 4,000 | |
Stock Issued During Period Value Issued for Cash | 12,000 | 3,220 | |||||
Represents the monetary amount of ShareSubscriptionPayableByParentOnAcquisitionValue, during the indicated time period. | 8,000 | 8,000 | |||||
Shares Issued as Partial Consideration | 1,361 | ||||||
Recapitalization Costs | 125 | ||||||
Additional Paid-In Capital | |||||||
Total Stockholders' Deficit | 5,278,375 | 1,611,236 | 1,611,236 | 1,611,236 | $ (7,095) | 12,080 | |
Stock Issued During Period Value Issued for Cash | 2,988,000 | 28,980 | |||||
Represents the monetary amount of ShareSubscriptionPayableByParentOnAcquisitionValue, during the indicated time period. | 1,992,000 | 1,992,000 | |||||
Forgiveness of Amounts Due to Related Parties | 32,848 | ||||||
Historic Costs Incurred | (454,672) | ||||||
Shares Issued as Partial Consideration | 679,139 | ||||||
Recapitalization Costs | (71) | ||||||
Subscription due from Parent | |||||||
Total Stockholders' Deficit | (2,000,000) | (2,000,000) | (2,000,000) | ||||
Represents the monetary amount of ShareSubscriptionPayableByParentOnAcquisitionValue, during the indicated time period. | (2,000,000) | ||||||
Share Subscription Due from Parent. | 2,000,000 | (2,000,000) | |||||
Accumulated Surplus (Deficit) | |||||||
Total Stockholders' Deficit | (606,934) | (212,514) | (212,514) | (212,514) | (38,914) | ||
Net Loss | (394,420) | (586,112) | (173,600) | ||||
Total | |||||||
Total Stockholders' Deficit | 4,700,022 | (586,058) | $ (586,058) | (586,058) | $ (22,834) | ||
Stock Issued During Period Value Issued for Cash | 3,000,000 | 32,200 | |||||
Represents the monetary amount of ShareSubscriptionPayableByParentOnAcquisitionValue, during the indicated time period. | 2,000,000 | ||||||
Share Subscription Due from Parent. | 2,000,000 | (2,000,000) | |||||
Forgiveness of Amounts Due to Related Parties | 32,848 | ||||||
Historic Costs Incurred | (454,672) | ||||||
Net Loss | (394,420) | (586,112) | $ (173,600) | ||||
Shares Issued as Partial Consideration | $ 680,500 | ||||||
Recapitalization Costs | $ 54 | ||||||
Common Stock Issued Shares, restated | |||||||
Shares, Outstanding | 28,581,000 | 15,220,000 | 15,220,000 | 15,220,000 | |||
Stock Issued During Period Shares Issued for Cash | 12,000,000 | ||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 1,361,000 | ||||||
Common Stock Issued Amount, restated | |||||||
Total Stockholders' Deficit | $ 28,581 | $ 15,220 | $ 15,220 | $ 15,220 | |||
Stock Issued During Period Value Issued for Cash | 12,000 | ||||||
Shares Issued as Partial Consideration | 1,361 | ||||||
Additional Paid-In Capital, restated | |||||||
Total Stockholders' Deficit | 5,651,973 | 1,984,834 | 1,984,834 | 1,984,834 | |||
Stock Issued During Period Value Issued for Cash | 2,988,000 | ||||||
Shares Issued as Partial Consideration | 679,139 | ||||||
Subscription due from Parent, restated | |||||||
Total Stockholders' Deficit | (2,000,000) | (2,000,000) | (2,000,000) | ||||
Share Subscription Due from Parent. | 2,000,000 | ||||||
Accumulated Surplus (Deficit), restated | |||||||
Total Stockholders' Deficit | (980,532) | (586,112) | (586,112) | (586,112) | |||
Net Loss | (394,420) | ||||||
Total, restated | |||||||
Total Stockholders' Deficit | 4,700,022 | $ (586,058) | $ (586,058) | $ (586,058) | |||
Stock Issued During Period Value Issued for Cash | 3,000,000 | ||||||
Share Subscription Due from Parent. | 2,000,000 | ||||||
Net Loss | (394,420) | ||||||
Shares Issued as Partial Consideration | $ 680,500 |
Restatement Of Previously Iss45
Restatement Of Previously Issued Financial Statements: Schedule of Statement of Cash Flows Text Block (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 02, 2015 | Dec. 31, 2014 | Jan. 02, 2014 | Dec. 31, 2013 | ||
Net Loss | $ (394,420) | ||||||
Accounts payable and accrued liabilities, increase decrease | 1,500 | ||||||
Net cash used in operating activities | $ (392,920) | ||||||
Net cash provided by (used in) investing activities | |||||||
Advances from related parties | $ 393,865 | ||||||
Proceeds from sale of common stock | 5,000,000 | ||||||
Net cash provided by financing activities | 5,393,865 | ||||||
Net increase (decrease) in cash and cash equivalents | 5,000,945 | ||||||
Cash and cash equivalents, beginning of period | $ 5,000,999 | $ 54 | |||||
Cash paid for interest | |||||||
Cash paid for taxes | |||||||
Common shares issued | $ 680,500 | [1] | |||||
As Previously Reported in the Original Filing | |||||||
Net Loss | (394,420) | ||||||
Loss from discontinued operations | $ (12,020) | ||||||
Accounts payable and accrued liabilities, increase decrease | 1,500 | ||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (392,920) | ||||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (7,580) | ||||||
Net cash used in operating activities | (392,920) | (7,580) | |||||
Advances from related parties | 393,865 | ||||||
Proceeds from sale of common stock | 5,000,000 | ||||||
Cash Provided by (Used in) Financing Activities, Discontinued Operations | 32,200 | ||||||
Net cash provided by financing activities | 5,393,865 | 32,200 | |||||
Net increase (decrease) in cash and cash equivalents | 5,000,945 | 24,620 | |||||
As Previously Reported in the Original Filing | Beginning of Period | |||||||
Cash and cash equivalents, beginning of period | $ 54 | $ 3,206 | |||||
As Previously Reported in the Original Filing | End of Period | |||||||
Cash and cash equivalents, beginning of period | 5,000,999 | 27,826 | |||||
As Previously Reported in the Original Filing | 1,361,000 shares issued- Investment in Paynovi Ltd. | |||||||
Common shares issued | 680,500 | ||||||
As Previously Reported in the Original Filing | 3,937,005 shares issued by Power Clouds Inc- Investment in Paynovi Ltd. | |||||||
Common shares issued | 748,030 | ||||||
As Previously Reported in the Original Filing | Total Investment in Paynovi Ltd. | |||||||
Common shares issued | 1,428,530 | ||||||
Restatement Adjustments | |||||||
Loss from discontinued operations | 12,020 | ||||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | 7,580 | ||||||
Net cash used in operating activities | 7,580 | ||||||
Cash Provided by (Used in) Financing Activities, Discontinued Operations | (32,200) | ||||||
Net cash provided by financing activities | (32,200) | ||||||
Net increase (decrease) in cash and cash equivalents | (24,620) | ||||||
Restatement Adjustments | Beginning of Period | |||||||
Cash and cash equivalents, beginning of period | $ (3,206) | ||||||
Restatement Adjustments | End of Period | |||||||
Cash and cash equivalents, beginning of period | $ (27,826) | ||||||
As Restated in this Quarterly Report | |||||||
Net Loss | (394,420) | ||||||
Accounts payable and accrued liabilities, increase decrease | 1,500 | ||||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (392,920) | ||||||
Net cash used in operating activities | (392,920) | ||||||
Advances from related parties | 393,865 | ||||||
Proceeds from sale of common stock | 5,000,000 | ||||||
Net cash provided by financing activities | 5,393,865 | ||||||
Net increase (decrease) in cash and cash equivalents | 5,000,945 | ||||||
As Restated in this Quarterly Report | Beginning of Period | |||||||
Cash and cash equivalents, beginning of period | $ 54 | ||||||
As Restated in this Quarterly Report | End of Period | |||||||
Cash and cash equivalents, beginning of period | 5,000,999 | ||||||
As Restated in this Quarterly Report | 1,361,000 shares issued- Investment in Paynovi Ltd. | |||||||
Common shares issued | 680,500 | ||||||
As Restated in this Quarterly Report | 3,937,005 shares issued by Power Clouds Inc- Investment in Paynovi Ltd. | |||||||
Common shares issued | 748,030 | ||||||
As Restated in this Quarterly Report | Total Investment in Paynovi Ltd. | |||||||
Common shares issued | $ 1,428,530 | ||||||
[1] | 1,361,000 shares payable to Paynovi Ltd. |
Note 3 Summary of Significant46
Note 3 Summary of Significant Accounting Policies: Research and Development (Details) - USD ($) | 3 Months Ended | 11 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | |
Details | |||
Research and development expenses | $ 370,043 | $ 892,431 |
Note 5 - Acquisition of Halto47
Note 5 - Acquisition of Halton Universal Brands Inc. (hnvb) (Details) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Details | |
Fair Value of Assets Acquired | $ 54 |
Note 5 - Stock Purchase Agree48
Note 5 - Stock Purchase Agreement With Paynovi. (Details) - shares | Mar. 31, 2015 | Mar. 30, 2015 | Dec. 31, 2014 |
Common Stock, Shares Issued | 28,581,000 | 15,220,000 | |
WRMT | |||
Common Stock, Shares Issued | 1,361,000 | ||
PWCL | |||
Common Stock, Shares Issued | 3,937,005 |
Note 5 - Stock Purchase Agree49
Note 5 - Stock Purchase Agreement With Paynovi.: Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) | Mar. 30, 2015USD ($) |
WRMT | |
Stock Issued During Period, Value, Acquisitions | $ 680,500 |
PWCL | |
Stock Issued During Period, Value, Acquisitions | $ 748,030 |
Note 6 - Stockholder's Deficit
Note 6 - Stockholder's Deficit (Details) - USD ($) | Mar. 31, 2015 | Mar. 25, 2015 | Dec. 31, 2014 | Oct. 29, 2014 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Issued | 28,581,000 | 15,220,000 | ||
Cash and cash equivalents | $ 5,000,999 | $ 54 | ||
WRMT | ||||
Common Stock, Shares Issued | 7,095,000 | |||
Cash and cash equivalents | $ 378,000 | |||
Space Technology | ||||
Cash and cash equivalents | $ 557,898 | |||
PWCL | ||||
Common Stock, Shares Issued | 8,000,000 | |||
Cash and cash equivalents | $ 2,000,000 | |||
Shares, Issued | 125,000 | |||
Common Stock Shares Sold | 8,000,000 | |||
Fabio Galdi | ||||
Common Stock Shares Sold | 12,000,000 | |||
Share Price | $ 0.25 | |||
Anch Holdings Ltd. | ||||
Common Stock, Shares Issued | 1,361,000 | |||
Share Price | $ 0.50 |
Note 7 - Related Party Transa51
Note 7 - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 25, 2015 | Oct. 29, 2014 | Mar. 31, 2014 | |
Common Stock, Shares Issued | 28,581,000 | 15,220,000 | |||
Operating Leases, Rent Expense | $ 15,000 | $ 5,000 | |||
Accrued Rent, Current | $ 25,000 | ||||
PWCL | |||||
Common Stock, Shares Issued | 3,937,005 | 8,000,000 | |||
Notes Payable, Related Parties | $ 2,000,000 | ||||
Due to Related Parties, Current | $ 748,030 | $ 0 | |||
Fabio Galdi | |||||
Common Stock Shares Sold | 12,000,000 | ||||
Share Price | $ 0.25 | ||||
Anch Holdings Ltd. | |||||
Common Stock, Shares Issued | 3,937,005 | ||||
Shareholders' Equity, Fair Value Disclosure | $ 748,030 | ||||
WRMT | |||||
Common Stock, Shares Issued | 1,361,000 | ||||
WGA | |||||
TOTAL OPERATING EXPENSES | $ 1,294,253 | ||||
WGG | |||||
Operating Leases, Rent Expense, Sublease Rentals | $ 25,000 |
Note 7 - Related Party Transa52
Note 7 - Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Power Clouds Inc. (PWCL) | ||
Due to Related Parties, Current | $ 748,030 | |
World Global Assets pte Ltd (WGA) | ||
Due to Related Parties, Current | 1,294,253 | $ 915,388 |
World Global Group Inc. (WGG) | ||
Due to Related Parties, Current | 25,000 | 10,000 |
Total due to related parties | ||
Due to Related Parties, Current | $ 2,067,283 | $ 925,388 |