Note 2 - Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2016 (Successor) and December 31, 2015 (Predecessor). Significant intercompany balances and transactions have been eliminated. Basis of presentation The accompanying financial statements present the balance sheets, statements of operations, stockholders’ deficit and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Advertising Advertising costs are expensed when incurred. All advertising takes place at the time of expense. We have no long-term contracts for advertising. Advertising expense for all periods presented were under $10,000. Cash Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. As of December 31, 2016 (Successor) and 2015 (Predecessor), the Company had no cash equivalents. Major Customers For all periods presented the Company had two customers that made up approximately 50% of total revenues. All other customers were less than 10% each of total revenues in each period. For all periods presented the Company had two customers that made up approximately 50% of outstanding accounts receivable. All other customers were less than 10% each of total accounts receivable for each period presented. Accounts Receivable The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded primarily on a specific identification basis. As of December 31, 2016 and 2015, we had no allowance for bad debt. Inventory Inventory is valued at the lower of the inventory’s cost (weighted average basis) or market. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower. Inventory is segregated into four areas, raw materials, Work in Process (WIP), finished goods, and In-Transit. Below is a breakdown of how much inventory is in each area as of December 31, 2016 (Successor), and December 31, 2015 (Predecessor). Inventory Dec 31, 2016 (Successor) Dec 31, 2015 (Predecessor) Raw materials 527,599 391,845 WIP 193,525 351,697 Finished goods 195,990 192,820 In Transit 13,000 13,000 $ 930,114 $ 949,362 Property and Equipment Property and equipment are carried at cost less depreciation. Depreciation and amortization are provided principally on the straight-line method over the estimated useful lives of the assets, which range from ten years to 39 years as follows: Buildings 39 years Leasehold Improvements 15 years or time remaining on lease (whichever is shorter) Equipment 10 years Maintenance and repair costs are charged against income as incurred. Significant improvements or betterments are capitalized and depreciated over the estimated life of the asset. Below is a table of Property and Equipment: Property and Equipment Dec 31, 2016 (Successor) Dec 31, 2015 (Predecessor) Machinery & Equipment $ 1,263,941 $ 1,191,843 Office furniture & fixtures - 164,868 Building 3,895,000 - Leasehold Improvements 219,045 - Less: Accumulated Depreciation (175,853) (1,190,448) $ 5,202,133 $ 166,263 Purchased Intangibles and Other Long-Lived Assets The Company amortizes intangible assets with finite lives over their estimated useful lives, which range between five and fifteen years as follows: Customer List 15 years Non-compete agreements 5 years Software development 5 years Below are tables for Intangibles and Other Long-Lived Assets: Intangibles Dec 31, 2016 (Successor) Dec 31, 2015 (Predecessor) Software 191,300 - Non-compete 100,000 - Customer List 531,187 - Less: Accumulated Amortization (64,959) - $ 757,528 $ - Other Long-Lived Assets Dec 31, 2016 (Successor) Dec 31, 2015 (Predecessor) Restricted Cash $ 630,270 $ - Deposits 57,934 - $ 688,204 $ - Restricted cash consists of deposit account collateralizing letters of credit in favor of the counterparty in our lease financing obligation. Changes in restricted cash are reflected as financing activities because the cash is being used in conjunction with financing activities. Impairment of Intangibles The Company evaluates intangible assets for impairment on a yearly basis or as needed. During the nine months ended December 31, 2016 (Successor), the period from January 1, 2016 through March 31, 2016 (Predecessor) and the twelve months ended December 31, 2015 (Predecessor), there have been no impairment losses . Gross Intangible Assets Weighted Average Amortization Period (Years) December 31, 2015 (Predecessor) Acquisitions Impairment Charges December 31, 2016 (Successor) Software 5 - 191,300 - 191,300 Non-compete 5 - 100,000 - 100,000 Customer List 15 - 531,187 - 531,187 - 822,487 - 822,487 Accumulated Amortization on Intangible Assets December 31, 2015 (Predecessor) Amortization December 31, 2016 (Successor) Software - (33,332) (33,332) Non-compete - (5,000) (5,000) Customer List - (26,627) (26,627) Total Accumulated Amortization - (64,959) (64,959) Intangible Assets, net of Amortization - 757,528 5 Year Expected Amortization 2017 2018 2019 2020 2021 Thereafter Software 33,332 33,332 33,332 33,332 24,640 - Non-compete 35,000 20,000 20,000 20,000 - - Customer List 26,627 26,627 26,627 26,627 26,627 371,425 Total Accumulated Amortization 94,959 79,959 79,959 79,959 51,267 371,425 Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Topic 360, “Accounting for the Impairment of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. During the nine months ended December 31, 2016 (Successor), the period from January 1, 2016 through March 31, 2016 (Predecessor) and the twelve months ended December 31, 2015 (Predecessor), there have been no impairment losses . Goodwill In financial reporting, goodwill is not amortized, but is tested for impairment annually in the fourth quarter of the fiscal year or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level. As of December 31, 2016, the only reporting unit with goodwill was QCA. The Company used qualitative factors according to Accounting Standards Codification (“ASC”) 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount. Based on the qualitative criteria the company believes there not to be any triggers for potential impairment of goodwill and therefore the Company has recorded no impairment of goodwill in any period presented. Fair Value Measurement The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, convertible notes, notes and line of credit. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. Revenue Recognition ALTIA The Company accounts for its revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. When a vehicle is sold to the driving consumer who purchases the 6 th Quality Circuit Assembly The Company accounts for its revenue per the guidance in ASC 605-25-25 by allocating the total contract amount between the product and service elements. Revenue is recognized when either the product has completely been built and shipped or the service has been completed. If a deposit for product or service is received prior to completion the payment is recorded to deferred revenue until such point the product or services meets our revenue recognition policy. Management assesses the materiality and likelihood of warranty work and returns and records reserves as needed. For all periods presented management determined that the warranty and returns would be immaterial. Leases Leases are reviewed by management and examined to see if they are required to be categorized as an operating lease, a capital lease or a financing transaction. Earnings (loss) per share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. The only potentially dilutive securities outstanding during the periods presented were the convertible debentures, but they are anti-dilutive due to the net loss incurred. All earnings (loss) per common share have been adjusted retroactively for periods presented to reflect changes in number of shares as a result of the reverse stock split amount. Stock-based compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment is reached or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Income taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry forwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with operating loss and tax credit carry forwards not expiring unused, and tax planning alternatives. The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. Related Party Disclosure FASB ASC 850, "Related Party Disclosures" requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (FAS 13) Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. |