Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 30, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Safe Lane Systems, Inc. | |
Entity Central Index Key | 1,614,826 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 25,118,273 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheet
Balance Sheet - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 931 | $ 15,282 |
Total Current Assets | 931 | 15,282 |
Non-current Assets | ||
Patent Sublicense, net | 0 | 1,831 |
Total Non-current Assets | 0 | 1,831 |
Total Assets | 931 | 17,113 |
Liabilities and Stockholders' Equity | ||
Commitments and contingencies | ||
Current Liabilities | ||
Accounts Payable | 24,892 | 1,080 |
Accrued Expense | 5,800 | 0 |
Unsecured, short-term notes payable | 415,000 | 395,000 |
Accrued interest | 23,220 | 14,942 |
Total Current Liabilities | 468,912 | 411,022 |
Stockholders' Equity | ||
Common Stock, $0.0001 par value:500,000,000 shares authorized, 25,118,273 and 25,118,273 issued and outstanding as of June 30, 2016 and December 31, 2015 | 2,512 | 2,512 |
Additional paid-in-capital | 801 | 801 |
Accumulated earnings | (472,294) | (398,222) |
Total Stockholders' Equity | (467,981) | (393,909) |
Total Liabilities and Stockholders' Equity | 931 | 17,113 |
Preferred Class A [Member] | ||
Stockholders' Equity | ||
Preferred stock | 1,000 | 1,000 |
Preferred Class B [Member] | ||
Stockholders' Equity | ||
Preferred stock | $ 0 | $ 0 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock par value | $ .0001 | $ .0001 | |
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock shares issued | 25,118,273 | 25,118,273 | |
Common stock shares outstanding | 25,118,273 | 25,118,273 | |
Preferred Class A [Member] | |||
Preferred stock par value | $ .0001 | $ .0001 | |
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock shares issued | 10,000,000 | 10,000,000 | |
Preferred Class B [Member] | |||
Preferred stock par value | $ .0001 | $ .0001 | |
Preferred stock shares authorized | 50,000,000 | 50,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Ordinary Income/Expense | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 1,725 |
Total Revenue | 0 | 0 | 0 | 1,725 |
Expense | ||||
General & Administrative Expense | 486 | 2,321 | 802 | 5,022 |
Impairment expense | 1,683 | 0 | 1,683 | 0 |
Professional & Contract Expense | 38,307 | 59,184 | 63,310 | 115,730 |
Total expenses | 40,476 | 61,505 | 65,795 | 120,752 |
Net Income/(Loss) from Operations | (40,476) | (61,505) | (65,795) | (119,027) |
Other Income/Expense | ||||
Interest Income | 0 | 0 | 0 | 0 |
Amortization expense | 0 | 0 | 149 | 29 |
Interest Expense | 4,139 | 2,615 | 8,277 | 4,687 |
Total Other Income/Expense | 4,139 | 2,615 | 8,277 | 4,687 |
Net Income/(Loss) | $ (44,615) | $ (64,120) | $ (74,072) | $ (123,714) |
Net Income/(Loss) per share (basic and diluted) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding | 47,886,546 | 24,768,273 | 47,886,546 | 24,768,273 |
Statement of Cash Flow
Statement of Cash Flow - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows From Operating Activities | ||
Net Income | $ (74,072) | $ (123,714) |
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||
Amortization | 149 | 29 |
Impairment of intangible asset | 1,683 | 0 |
Stock Based Compensation | 0 | 0 |
Changes in operating Assets and Liabilities: | ||
Accounts Payable | 23,812 | 0 |
Other Accrued Liabilities | 5,800 | 4,687 |
Net Cash Provided by (used for) Operating Activities | (42,628) | (118,998) |
Cash Flows from Investing Activities: | 0 | 0 |
Cash Flow from Financing Activities: | ||
Superior Traffic Controls Loan | 28,277 | 65,000 |
Net cash provided by Financing Activities | 28,277 | 665,000 |
Net Increase (Decrease) in Cash | (14,351) | (53,998) |
Cash at Beginning of Period | 15,282 | 88,495 |
Cash at End of Period | $ 931 | $ 34,497 |
1. Organization, Operations and
1. Organization, Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Organization, Operations and Summary of Significant Accounting Policies | SAFE LANES SYSTEMS, INC. (the Company), was incorporated in the State of Colorado on September 10, 2013. The Company was formed to engage in the sale of traffic safety equipment. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company. During the second quarter of 2014 the Company secured a perpetual license to all of the intellectual property of Superior Traffic Control in exchange for the issuance of nonvoting convertible stock in the company. Basis of Presentation - The accompanying financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of the Companys management, the information contained herein reflects all adjustments necessary for a fair presentation of the Companys results of operations, financial position and cash flows. All such adjustments are of a normal, recurring nature. Reclassifications - Certain amounts in the prior periods financial statements have been reclassified to conform to the current quarters presentation and to correct prior period errors. Cash and Cash Equivalents Cash Flows - During the period ending June 30, 2016, the Company primarily utilized cash proceeds from an unsecured short term loan to fund its operations. Cash flows used by operations for the period ended June 30, 2016 and 2015 were $42,628 and $118,998 respectively. The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. As of June 30, 2016, the Company had cash and cash equivalents of $931 as compared to cash and cash equivalents of $15,282 as of December 31, 2015. Impairment of Long-life Assets In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. No impairment was deemed necessary as of June 30, 2016 and December 31, 2015. Intangible Assets, Patents During the second quarter of 2014 fiscal year the Company acquired the exclusive license rights and intellectual property for the patent of the Kone General device which expires July 2022. As payment for the license rights the company agreed to issue 22,768,273 shares of class B preferred, nonvoting shares to the shareholders of the original license holders Superior Traffic Controls. The Company accounts for its patent sub-license in accordance with ASC 350-30-30 Intangibles goodwill and other and 805-50-30 and 805-50-15 related to Business Combinations by recognizing the fair value to the amount paid by the company for the asset at the time of purchase. Since Safe Lanes Systems has a limited operating history management determined to use par value as the value recognized for the transaction. Since the patent has a predetermined, finite life span, the cost of the asset will be recognized on a straight line basis over the remaining life of the patent. At the conclusion of each reporting period the patent is evaluated for impairment. As of June 30, 2016 due to the lack of sales and determining that incomplete engineering plans were provided the Company determined it should impair the entire remaining value of the intangible asset. June 30, 2016 December 31, 2015 Patents $ 2,277 $ 2,277 Less: Accumulated Amortization (595 ) (446 ) Impairment (1,682 ) $ $ 1,831 Amortization expense for the six-month period ended June 30, 2016 and 2015 was $149 and $29 respectively. Accounts payable and accrued liabilities Accounts payable consisted of $24,892 at June 30, 2016 and $1,080 at December 31, 2015 respectively. Accrued expense consisted of $5,800 at June 30, 2016 and $0 at December 31, 2015 respectively. Accrued interest consisted of $23,220 at June 30, 2016 and $14,942 at December 31, 2015 respectively. Unsecured, short-term notes payable The company obtained an unsecured, short-term note of $250,000 at 4% from the original holder of the license to the Kone-General patent in the second quarter of 2014. As of June 30, 2016 the Company had received funding of $250,000 on the note payable and an additional $165,000 under the same terms with a verbal agreement in place and had recognized $23,220 in accrued interest expense. Stockholders Equity At March 31, 2016 and December 31, 2015, the Company was authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. In addition, 10,000,000 shares of Class A preferred super majority voting stock, $.0001 par value and 50,000,000 shares of Class B preferred, $.0001 par value nonvoting convertible shares were authorized. All common stock shares have full dividend rights. However, it is not anticipated that the Company will be declaring distributions in the foreseeable future. Upon formation, the Company sold the founder 2,000,000 shares of $0.0001 par value common stock for $1,000 cash. Also upon formation, the Company paid the founder stock based compensation for services rendered of 10,000,000 shares of $0.0001 par value class A preferred super majority voting stock. These preferred shares have a stated value of par value of $0.0001. The holder of the Class Stock shall have the right to vote on any matter with holders of Common Stock and may vote as required on any action, which Colorado law provides may or must be approved by vote or consent of the holders of the specific series of voting preferred shares and the holders of common shares. The Record Holders of the Class B Preferred Shares shall have that number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action, which Colorado law provides may or must be approved by vote or consent of the holders of other series of voting preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were converted into regular common stock upon the company registering the underlying shares with the SEC and distribution to stockholders which occurred in the 2015 fiscal year. In the last quarter of 2016 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.001 per share resulting in a compensation expense of $35 per share in the period the stock was issued. Professional and contractor expenses Professional and contractor expenses are comprised of the following in the six-month period ended June 30, 2016: June 30, 2016 June 30, 2015 Contract Management Fees $ 32,400 $ 32,400 Other Professional Services 30,910 83,330 $ 63,310 $ 115,730 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Stock Based Compensation The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when options are given for previous service without further recourse. The Company issued stock options to contractors that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of compensation for services already rendered with no recourse. The following table summarizes share-based compensation expense recorded in selling, general and administrative expenses during each period presented: June 30, 2016 December 31, 2015 Stock award 350,000 Total Share-Based Compensation Exp $ $ 35 In the last quarter of 2016 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.001 per share resulting in a compensation expense of $35 per share in the period the stock was issued. Stock option activity was as follows: Number of Weighted Average Balance at December 31, 2014 10,000,000 0.20 Granted 0 Exercised 0 Forfeited or expired 0 Balance at December 31, 2015 10,000,000 0.20 Granted 0 Exercised 0 Forfeited or expired 0 Balance at June 30, 2016 10,000,000 0.20 The following table presents information regarding options outstanding and exercisable as of June 30, 2016: Weighted average contractual remaining term - options outstanding 0.0 years Aggregate intrinsic value - options outstanding Options exercisable 10,000,000 Weighted average exercise price - options exercisable $ 0.20 The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option pricing model with weighted average assumptions for grants as follows: Risk-free interest rate 0.01% Expected life of options 4-5 years Annualized volatility 144.00% Dividend Income 0.00% Income Tax The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (SFAS 109). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Fiscal year The Company employs a fiscal year ending December 31. Net Income (Loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Companys preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. Revenue Recognition The Company is currently in the Development stage and has very limited revenues. Revenue will be recognized on an accrual basis as earned once operations commence. Financial Instruments The carrying value of the Companys financial instruments, including cash and cash equivalents, as reported in the accompanying balance sheet, are stated at fair value. Going Concern and Managements Plans As shown in the accompanying financial statements for the period ended June 30, 2016, the Company has a limited operating history. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Companys ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company has a plan in place to remove this threat through the issuance of notes payable and common stocks offerings. If the Offering raises at least $250,000, then the Companys estimated expenses related to the Offering and the expenses related to initial projected operating costs of the Company will be covered. However, the Company will need to generate more than the expenses of the Offering in order to have enough capital to execute its business plan. Recent Accounting Pronouncements The Company has reviewed all recently issued but not yet effective accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of operations. Related Party Transactions The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickmans consulting company, Breakwater Finance, LLC. For the six-month period ended June 30, 2016 and June 30, 2015, management fees were $32,400 and $32,400 respectively. Subsequent Events The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. As of the date of this filing there were no events that materially impacted the company. |
1. Organization, Operations an7
1. Organization, Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation - The accompanying financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of the Companys management, the information contained herein reflects all adjustments necessary for a fair presentation of the Companys results of operations, financial position and cash flows. All such adjustments are of a normal, recurring nature. |
Reclassifications | Reclassifications - Certain amounts in the prior periods financial statements have been reclassified to conform to the current quarters presentation and to correct prior period errors. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash Flows - During the period ending June 30, 2016, the Company primarily utilized cash proceeds from an unsecured short term loan to fund its operations. Cash flows used by operations for the period ended June 30, 2016 and 2015 were $42,628 and $118,998 respectively. The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. As of June 30, 2016, the Company had cash and cash equivalents of $931 as compared to cash and cash equivalents of $15,282 as of December 31, 2015. |
Impairment of Long-life Assets | Impairment of Long-life Assets In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. No impairment was deemed necessary as of June 30, 2016 and December 31, 2015. |
Intangible Assets, Patents | Intangible Assets, Patents During the second quarter of 2014 fiscal year the Company acquired the exclusive license rights and intellectual property for the patent of the Kone General device which expires July 2022. As payment for the license rights the company agreed to issue 22,768,273 shares of class B preferred, nonvoting shares to the shareholders of the original license holders Superior Traffic Controls. The Company accounts for its patent sub-license in accordance with ASC 350-30-30 Intangibles goodwill and other and 805-50-30 and 805-50-15 related to Business Combinations by recognizing the fair value to the amount paid by the company for the asset at the time of purchase. Since Safe Lanes Systems has a limited operating history management determined to use par value as the value recognized for the transaction. Since the patent has a predetermined, finite life span, the cost of the asset will be recognized on a straight line basis over the remaining life of the patent. At the conclusion of each reporting period the patent is evaluated for impairment. As of June 30, 2016 due to the lack of sales and determining that incomplete engineering plans were provided the Company determined it should impair the entire remaining value of the intangible asset. June 30, 2016 December 31, 2015 Patents $ 2,277 $ 2,277 Less: Accumulated Amortization (595 ) (446 ) Impairment (1,682 ) $ $ 1,831 Amortization expense for the six-month period ended June 30, 2016 and 2015 was $149 and $29 respectively. |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities Accounts payable consisted of $24,892 at June 30, 2016 and $1,080 at December 31, 2015 respectively. Accrued expense consisted of $5,800 at June 30, 2016 and $0 at December 31, 2015 respectively. Accrued interest consisted of $23,220 at June 30, 2016 and $14,942 at December 31, 2015 respectively. |
Unsecured, short-term notes payable | Unsecured, short-term notes payable The company obtained an unsecured, short-term note of $250,000 at 4% from the original holder of the license to the Kone-General patent in the second quarter of 2014. As of June 30, 2016 the Company had received funding of $250,000 on the note payable and an additional $165,000 under the same terms with a verbal agreement in place and had recognized $23,220 in accrued interest expense. |
Stockholders' Equity | Stockholders Equity At March 31, 2016 and December 31, 2015, the Company was authorized to issue 500,000,000 shares of common stock, $0.0001 par value per share. In addition, 10,000,000 shares of Class A preferred super majority voting stock, $.0001 par value and 50,000,000 shares of Class B preferred, $.0001 par value nonvoting convertible shares were authorized. All common stock shares have full dividend rights. However, it is not anticipated that the Company will be declaring distributions in the foreseeable future. Upon formation, the Company sold the founder 2,000,000 shares of $0.0001 par value common stock for $1,000 cash. Also upon formation, the Company paid the founder stock based compensation for services rendered of 10,000,000 shares of $0.0001 par value class A preferred super majority voting stock. These preferred shares have a stated value of par value of $0.0001. The holder of the Class Stock shall have the right to vote on any matter with holders of Common Stock and may vote as required on any action, which Colorado law provides may or must be approved by vote or consent of the holders of the specific series of voting preferred shares and the holders of common shares. The Record Holders of the Class B Preferred Shares shall have that number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action, which Colorado law provides may or must be approved by vote or consent of the holders of other series of voting preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any Upon execution of a patent sublicense agreement the Company issued 22,768,273 shares of its class B preferred convertible stock to a trustee on behalf of shareholders of the original license agreement. These shares were converted into regular common stock upon the company registering the underlying shares with the SEC and distribution to stockholders which occurred in the 2015 fiscal year. In the last quarter of 2016 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.001 per share resulting in a compensation expense of $35 per share in the period the stock was issued. |
Professional and contractor expenses | Professional and contractor expenses Professional and contractor expenses are comprised of the following in the six-month period ended June 30, 2016: June 30, 2016 March 31, 2015 Contract Management Fees $ 32,400 $ 32,400 Other Professional Services 30,910 83,330 $ 63,310 $ 115,730 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments pursuant to ASC 718, Stock Compensation and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when options are given for previous service without further recourse. The Company issued stock options to contractors that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized as expense in the period issued because they were given as a form of compensation for services already rendered with no recourse. The following table summarizes share-based compensation expense recorded in selling, general and administrative expenses during each period presented: June 30, 2016 December 31, 2015 Stock award 350,000 Total Share-Based Compensation Exp $ $ 35 In the last quarter of 2016 the Company issued 350,000 shares of stock to two contractors for past work. As the Company has issued no stock for cash the Company valued the compensation based upon par value of $.001 per share resulting in a compensation expense of $35 per share in the period the stock was issued. Stock option activity was as follows: Number of Weighted Average Balance at December 31, 2014 10,000,000 0.20 Granted 0 Exercised 0 Forfeited or expired 0 Balance at December 31, 2015 10,000,000 0.20 Granted 0 Exercised 0 Forfeited or expired 0 Balance at June 30, 2016 10,000,000 0.20 The following table presents information regarding options outstanding and exercisable as of June 30, 2016: Weighted average contractual remaining term - options outstanding 0.0 years Aggregate intrinsic value - options outstanding Options exercisable 10,000,000 Weighted average exercise price - options exercisable $ 0.20 The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option pricing model with weighted average assumptions for grants as follows: Risk-free interest rate 0.01% Expected life of options 4-5 years Annualized volatility 144.00% Dividend Income 0.00% |
Income Tax | Income Tax The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (SFAS 109). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Fiscal year | Fiscal year The Company employs a fiscal year ending December 31. |
Net Income (Loss) per share | Net Income (Loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Companys preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. |
Revenue Recognition | Revenue Recognition The Company is currently in the Development stage and has very limited revenues. Revenue will be recognized on an accrual basis as earned once operations commence. |
Financial Instruments | Financial Instruments The carrying value of the Companys financial instruments, including cash and cash equivalents, as reported in the accompanying balance sheet, are stated at fair value. |
Going Concern and Managements' Plans | Going Concern and Managements Plans As shown in the accompanying financial statements for the period ended June 30, 2016, the Company has a limited operating history. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Companys ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company has a plan in place to remove this threat through the issuance of notes payable and common stocks offerings. If the Offering raises at least $250,000, then the Companys estimated expenses related to the Offering and the expenses related to initial projected operating costs of the Company will be covered. However, the Company will need to generate more than the expenses of the Offering in order to have enough capital to execute its business plan. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued but not yet effective accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of operations. |
Related Party Transactions | Related Party Transactions The Company pays its Chief Executive Officer, Paul Dickman through Mr. Dickmans consulting company, Breakwater Finance, LLC. For the six-month period ended June 30, 2016 and June 30, 2015, management fees were $32,400 and $32,400 respectively. |
Subsequent Events | Subsequent Events The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued. As of the date of this filing there were no events that materially impacted the company. |
1. Organization, Operations an8
1. Organization, Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Intangible asset schedule | June 30, 2016 December 31, 2015 Patents $ 2,277 $ 2,277 Less: Accumulated Amortization (595 ) (446 ) Impairment (1,682 ) $ $ 1,831 |
Schedule of professional expenses | June 30, 2016 March 31, 2015 Contract Management Fees $ 32,400 $ 16,200 Other Professional Services 30,910 39,760 $ 63,310 $ 55,960 |
Share based compensation table | June 30, 2016 December 31, 2015 Stock award 350,000 Total Share-Based Compensation Exp $ $ 35 |
Option activity table | Number of Weighted Average Balance at December 31, 2014 10,000,000 0.20 Granted 0 Exercised 0 Forfeited or expired 0 Balance at December 31, 2015 10,000,000 0.20 Granted 0 Exercised 0 Forfeited or expired 0 Balance at June 30, 2016 10,000,000 0.20 |
Options outstanding and exercisable | Weighted average contractual remaining term - options outstanding 0.0 years Aggregate intrinsic value - options outstanding Options exercisable 10,000,000 Weighted average exercise price - options exercisable $ 0.20 |
Assumptions used | Risk-free interest rate 0.01% Expected life of options 4-5 years Annualized volatility 144.00% Dividend Income 0.00% |
1. Intangible asset (Details)
1. Intangible asset (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Intangible Asset Details | ||
Patents | $ 2,277 | $ 2,277 |
Less: Accumulated Amortization | (595) | (446) |
Impairment | (1,692) | 0 |
Net intangible asset | $ 0 | $ 1,831 |
1. Professional fees (Details)
1. Professional fees (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Contract Management fees | $ 32,400 | $ 32,400 | ||
Other Professional Services | 30,910 | 83,330 | ||
Professional and contractor expenses | $ 38,307 | $ 59,184 | $ 63,310 | $ 115,730 |
1. Stock-based Compensation (De
1. Stock-based Compensation (Details - Compensation expense) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share based compensation, shares issued | 0 | 350,000 |
Share based compensation expense | $ 0 | $ 35 |
1. Stock-based Compensation (12
1. Stock-based Compensation (Details - Option activity) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of Shares | ||
Options outstanding, beginning balance | 10,000,000 | 10,000,000 |
Options granted | 0 | 0 |
Options exercised | 0 | 0 |
Options forfeited or expired | 0 | 0 |
Options outstanding, ending balance | 10,000,000 | 10,000,000 |
Weighted Average Exercise Price | ||
Weighted average exercise price, options outstanding, beginning balance | $ .20 | $ .20 |
Weighted average exercise price, options granted | ||
Weighted average exercise price, options exercised | ||
Weighted average exercise price, options forfeited or expired | ||
Weighted average exercise price, options outstanding, ending balance | $ 0.20 | $ .20 |
1. Stock-based Compensation (13
1. Stock-based Compensation (Details - Options outstanding) | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted average contractual remaining term - options outstanding | 0 years |
Aggregate intrinsice value - options outstanding | $ | $ 0 |
Options exercisable | shares | 10,000,000 |
Weighted average exercise price - options exercisable | $ / shares | $ 0.20 |
1. Stock-based Compensation (14
1. Stock-based Compensation (Details - Assumptions) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 0.01% |
Expected life | 4-5 years |
Annualized volatility | 144.00% |
Dividend Income | 0.00% |
1. Organization (Details Narrat
1. Organization (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash and cash equivalents | $ 931 | $ 34,497 | $ 931 | $ 34,497 | $ 15,282 | $ 88,495 |
Cash flows from operations | (42,628) | (118,998) | ||||
Impairment of long-lived assets | 1,683 | 0 | 1,683 | 0 | ||
Amortization expense | 0 | 0 | 149 | 29 | ||
Accounts Payable | 24,892 | 24,892 | 1,080 | |||
Accrued expenses | 5,800 | 5,800 | 0 | |||
Accrued interest | 23,220 | 23,220 | 14,942 | |||
Unsecured, short-term notes payable | 415,000 | 415,000 | $ 395,000 | |||
Professional and management fees | $ 38,307 | $ 59,184 | 63,310 | 115,730 | ||
Chief Executive Officer [Member] | ||||||
Professional and management fees | $ 32,400 | $ 32,400 |