4M Carbon Fiber (FMCF) 10-Q/A 5 Jun 17 2017 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	3 Months Ended
	Mar. 31, 2017	May 12, 2017	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	Woodland Holdings Corporation
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Trading Symbol	woodl
Amendment Flag	true
Entity Central Index Key	1,635,965
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		70,096,470
Entity Public Float			$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Description	Addition of missing XBRL files

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Assets
Cash	$ 0	$ 164	$ 164
Assets pf discontinued operations	0	8,769
Total current assets	0	8,933
Total assets	0	8,933
Liabilities and Stockholders' Deficit
Liabilities of discontinued operations	0	33,932
Total current liabilities	0	33,932
Total liabilities	0	33,932
Stockholders' deficit:
Common stock, $0.01 par value, 100,000,000 shares authorized, 4,655,338 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	46,552	46,552
Additional paid-in capital	(12,099,867)	(12,130,228)
Retained earnings	12,053,315	12,058,677
Total stockholders' deficit	0	(24,999)	$ (24,999)
Total liabilities and stockholders' deficit	$ 0	$ 8,933

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Stockholders equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	4,655,338	4,655,338
Common stock, outstanding shares	4,655,338	4,655,338

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Expenses
General and administrative	$ 164
Total Operating Expenses	164
Other Income (Expense)
Net income (loss) from discontinued operations	(5,198)	$ (20,079)
Net Income (loss)	(5,362)	(20,079)
Earnings Per Share
Earnings Per Share, Basic and Diluted from continuing operations	0	0
Earnings Per Share, Basic and Diluted from discontinued operations	$ 0	$ 0
Earnings Per Share, Basic and Diluted	$ 0	$ 0

STATEMENTS OF STOCKHOLDERS' EQU

STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid In Capital	Retained Earnings	Total
Stockholders Equity at Dec. 31, 2015	$ 46,552	$ (12,130,228)	$ 12,078,756	$ (4,920)
Shares issued at Dec. 31, 2015	4,655,338			(24,999)
Net loss for the period			(20,079)	$ (20,079)
Stockholders Equity at Dec. 31, 2016	$ 46,552	(12,130,228)	12,058,677	$ (24,999)
Shares issued at Dec. 31, 2016	4,655,338			(24,999)
Equity of disposed subsidiaries		30,361		$ 30,361
Net loss for the period			(5,362)	(5,362)
Stockholders Equity at Mar. 31, 2017	$ 46,552	$ (12,099,867)	$ 12,053,315	$ 0
Shares issued at Mar. 31, 2017	4,655,338

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income (loss)	$ (5,362)	$ (20,079)
Increases/decreases in operating assets and liabilities
Changes in assets and liabilities of discontinued operations	(25,163)	20,079
Net cash (used) in/provided by operating activities	(30,525)	0
Cash flows from investing activities:
Disposal of subsidiaries	30,361
Net cash provided by (used) in investing activities	30,361
Cash flows from financing activities:
Net cash (used) in or provided by financing activities	0
Net change in cash	(164)
Cash, beginning of period	164	164
Cash, end of period	$ 0	$ 164

Nature of Business and History

Nature of Business and History of The Company	3 Months Ended
	Mar. 31, 2017
Notes
Nature of Business and History of The Company	Organization The Company was incorporated in the State of Delaware, on January 21, 2009. The Company is a holding company which recently disposed of its three telecommunications services subsidiaries. The Company’s subsidiaries, as explained in more detail below, seek to take advantage of opportunities created from the increased accessibility of content across mobile, television and internet platforms. Spinoff The Company was originally a wholly owned subsidiary of CornerWorld Corporation (“CWC”), a Nevada corporation publicly traded on the OTCQB exchange. On August 13, 2015, CWC’s Board of Directors formally approved a plan whereby Woodland and its wholly owned subsidiaries were to be spun off in their entirety. On October 14, 2015, the US Securities and Exchange Commission (the “SEC”) formally informed Woodland that its registration statement had become effective, clearing the way for the spin-off. Finally, on December 31, 2015, CWC’s Board of Directors spun-off Woodland to CWC’s shareholders of record as of December 31, 2015 (the “Record Date”). On January 1, 2016, CWC shareholders, as of the Record Date, received shares in Woodland equal to their pro-rata ownership percentage of CWC. For every share owned by CWC’s shareholders as of the Record Date, those same shareholders were issued 1 share of Woodland’s common stock. Woodland is in the process of taking the necessary actions whereby Woodland’s shares will be free-trading on the OTCQB exchange. Operations The Company previously provided telephony and internet services through its wholly owned subsidiaries Phone Services and More, L.L.C., doing business as Visitatel (“PSM”) and T2 Communications, L.L.C. (“T 2 2 2 2 2 2 2 2 TinyDial, LLC (“TinyDial”) had no accounts, no operations and no customers but holds a telecommunications patent. It was a development stage company whose core focus was enabling its users to conduct unlimited free conference calls, direct dialing via the use of short codes, instant messaging and contact management, among other mobile telecommunications services. On March 31, 2017, the Company sold 100% of the outstanding membership interests of the Company’s wholly-owned subsidiaries, PSM, T 2 Change of Control On March 31, 2017, Scott N. Beck (the Company’s Chief Executive Officer and Chairman), V. Chase McCrea III (the Company’s Chief Financial Officer), Marc Blumberg (a member of the Board of Directors), IU Holdings II, GP, Inc., and Opal Capital, LLC, among others, (collectively, the “Selling Stockholders”) entered into a Stock Purchase Agreement, dated March 31, 2017 (the “Agreement”), with 4M Industrial Oxidation, LLC, a Tennessee limited liability company (“4MIO” or the “Purchaser”), pursuant to which 4MIO purchased from the Selling Stockholders an aggregate of 3,664,641 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, representing approximately 78.7% of the issued and outstanding shares of Common Stock of the Company and substantially all of the shares of Common Stock of the Company held by the Selling Stockholders, in consideration for $100,000, or approximately $0.025 per share (the “Transaction”). The foregoing sale of Common Stock by the Selling Shareholders resulted in a change in control of the Company. In conjunction with the Transaction and the disposition of the Subsidiaries, the Company accepted the resignation of Scott N. Beck as the Company’s Chairman of the Board and Chief Executive Officer, Marc Blumberg as a Director and V. Chase McCrea III as the Company’s Chief Financial Officer, effective immediately. As part of his resignation, Mr. Beck relinquished his security interest in the Company’s assets, pursuant to that certain Promissory Note dated as of March 30, 2011 between CWC and Mr. Beck (the “Note”). Mr. Beck also released the Company from responsibility for any accrued but unpaid interest and late fees accrued on the Note. Mr. Blumberg has served the Company as a non-compensated director since his appointment in 2008. Mr. McCrea has not drawn salary or medical benefits from CWC since July 15, 2015. Prior to their respective resignations, Mr. Beck and Mr. Blumberg appointed Joshua M. Kimmel as the Chief Executive Officer, President and Director.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Notes
Basis of Presentation	Interim Unaudited Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements of Woodland Holdings Corporation (the “Company,” “Woodland,” “we,” “our” or “us”) as of March 31, 2017 and for the three-month periods ended March 31, 2017 and 2016 contained in this Quarterly Report (collectively, the “Unaudited Interim Condensed Consolidated Financial Statements”) were prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for all periods presented. The results of operations for the three-month period ended March 31, 2017 is not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with the regulations for interim financial information of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited accompanying statements of financial condition and related interim statements of operations, cash flows, and stockholders’ deficit include all adjustments (which consist only of normal and recurring adjustments) considered necessary for a fair presentation in conformity with U.S. GAAP. These Unaudited Interim Condensed Consolidated Financial Statements should be read in conjunction with the Woodland Holdings consolidated financial statements as of and for the year ended December 31, 2016, as filed with the SEC on Form 10-K.

Reclassifications

Reclassifications	3 Months Ended
	Mar. 31, 2017
Notes
Reclassifications	Reclassifications Certain prior year accounts have been reclassified to conform to the current year’s presentation.

Basis of Consolidation

Basis of Consolidation	3 Months Ended
	Mar. 31, 2017
Notes
Basis of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of Woodland Holdings Corporation, its wholly owned subsidiaries and entities determined to meet the definition of Variable Interest Entities. All significant intercompany transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and Cash Equivalents	3 Months Ended
	Mar. 31, 2017
Notes
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid debt instruments with an original maturity of three (3) months or less to be cash equivalents. Concentrations of Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Federal Deposit Insurance Corporation (FDIC) currently insures accounts at each institution for up to $250,000. At times, cash balances may exceed the FDIC insurance limit of $250,000. At March 31, 2017 and December 31, 2016, the Company had no concentrations that were in excess of that which is insured by the FDIC.

Accounts Receivable and Allowan

Accounts Receivable and Allowance For Doubtful Accounts	3 Months Ended
	Mar. 31, 2017
Notes
Accounts Receivable and Allowance For Doubtful Accounts	Receivables Accounts receivable include uncollateralized customer obligations due under normal trade terms requiring payment within 30-60 days from invoice date. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices. The carrying amount of accounts receivable is reduced by a valuation allowance for doubtful accounts that reflects management’s best estimate of the amounts that will not be collected based on historical collection trends. The allowance for doubtful accounts had been completely disposed, along with the associated accounts receivable as of March 31, 2017; the allowance was $25,351 as of December 31, 2016 and had been included as part of assets of discontinued operations as of that date. Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The allowance for doubtful accounts is based on an estimate of buckets of customer accounts receivable, stratified by age, that, historically, have proven to be uncollectible; in addition, in certain cases, the allowance estimate is supplemented by specific identification of larger customer accounts and our best estimate of the likelihood of potential loss, taking into account such factors as the financial condition and payment history of major customers. We evaluate the collectability of our receivables at least quarterly. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The differences could be material and could significantly impact cash flows from operating activities.

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2017
Notes
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB 104. As such, the Company recognizes gross revenue when persuasive evidence of an arrangement exists, the price is fixed or readily determinable and collectability is probable. The Company does not provide sales discounts to its customers. For PSM and T 2 2 Revenue Recognition It is the Company’s policy that revenue from product sales or services will be recognized in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB No. 104”), which superseded Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements” (“SAB No. 101”). SAB No. 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Use of Estimates

Use of Estimates	3 Months Ended
	Mar. 31, 2017
Notes
Use of Estimates	Use of Estimates and Critical Accounting Policies In preparing our Unaudited Condensed Consolidated Financial Statements, we make estimates, assumptions and judgments that can have a significant effect on our revenues, income (loss) from operations, and net income (loss), as well as on the value of certain assets on our consolidated balance sheet. We believe that there are several accounting policies that are critical to an understanding of our historical and future performance as these policies affect the reported amounts of revenues, expenses and significant estimates and judgments applied by management. While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include allowance for doubtful accounts, impairment of long-lived assets (including goodwill), revenue recognition and stock-based compensation. In addition, please refer to Note 2 of the Notes to the Unaudited Interim Condensed Consolidated Financial Statements for further discussion of our accounting policies. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Earnings (loss) Per Common Shar

Earnings (loss) Per Common Share	3 Months Ended
	Mar. 31, 2017
Notes
Earnings (loss) Per Common Share	Basic and Diluted Earnings (Loss) Per Share In accordance with ASC 260, basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share, if any, is computed similar to basic earnings (loss) per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. The Company had no dilutive securities outstanding at any reporting period.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2017
Notes
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC No. 850 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company’s cash and cash equivalents, accounts receivable, accounts receivable-related party, accounts payable, accounts payable-related party and accrued liabilities approximate their estimated fair values due to their short-term maturities. Notes payable are carried at their face value net of their issuance costs which management believes is a reasonable approximation for their fair value. Warrants with put features are carried at their minimum cash put value discounted for the time value of money. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these consolidated financial statements.

Business Combinations

Business Combinations	3 Months Ended
	Mar. 31, 2017
Notes
Business Combinations	Discontinued Operations As previously noted, we completed the sale of the Subsidiaries on March 31, 2017 for $1.00; we recognized no gain on the sale. The Subsidiaries’ operations have been reclassified as discontinued operations for its operations for the three months ended March 31, 2017 and 2016. The following is a summary of the operating results of the Subsidiaries’ discontinued operations. For the Three Months Ended March 31, 2017 2016 Sales, net $ 1,302 $ 21,334 Income (loss) from discontinued operations before income taxes (5,198 ) (20,079 ) Income taxes — — Net income from discontinued operations $ (5,198 ) $ (20,079 ) The following table represents the Subsidiaries’ discontinued assets and liabilities as of: March 31, 2017 December 31, 2016 Assets, net $ — 8,769 Liabilities, net $ — 33,932

Recently Issued Accounting Pron

Recently Issued Accounting Pronouncements	3 Months Ended
	Mar. 31, 2017
Notes
Recently Issued Accounting Pronouncements	Recent Accounting Pronouncements There were various accounting standards and interpretations issued during the three-month period ended March 31, 2017, none of which are expected to have a material impact on the Company’s consolidated financial position, operations, or cash flows.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Notes
Subsequent Events	Subsequent Events Reverse Merger with 4M Industrial Oxidation, LLC As previously disclosed on a Form 8-K filed with the SEC on April 10, 2017, on April 6, 2017, the Company entered into an Agreement and Plan of Merger, dated April 6, 2017 (the “Merger Agreement”), with 4MIO Merger Sub, LLC, a Tennessee limited liability company and wholly-owned subsidiary of the Company (the “Merger Sub”), and 4MIO, for the purposes of consummating a reverse merger (the “Merger”). Pursuant to the Merger Agreement, Merger Sub merged with and into 4MIO, with 4MIO being the surviving company and resulting in 4MIO becoming a wholly-owned subsidiary of the Company. The Merger was intended to constitute a tax-free reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended. In the Merger, the members of 4MIO exchanged their membership interests of 4MIO, representing 100% of the outstanding membership interests of 4MIO, for aggregate of 55 million (55,000,000) shares of common stock, par value $0.01 (the “Common Stock”), of the Company which represented approximately 78.46% of the shares of Common Stock of the Company based on an aggregate of 70,096,470 shares of Common outstanding upon consummation of the Merger. Capitalization Changes On April 12, 2017 (the “Record Date”), the Board of Directors of the Company and the stockholders holding an aggregate of 50,640,679 outstanding shares of Common Stock, representing approximately 72.24% of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent (the “Majority Stockholders”), approved of the following corporate action (the “Corporate Action”) by written consent in lieu of a meeting as permitted under the Delaware General Corporation Law and the By-laws of the Company: • To file a Certificate of Amendment (the “Amendment”) to the Certificate of Incorporation of the Company to (i) increase the authorized amount of Common Stock of the Company from 100 Million (100,000,000) shares to 250 Million (250,000,000) shares; (ii) reduce the par value of the Common Stock from $0.01 to $0.0001 per share, and (iii) authorize 25,000 shares of “blank check” preferred stock, par value $0.0001 per share (“Preferred Stock”). The Company filed a Preliminary Information Statement with the Securities and Exchange Commission on April 12, 2017 (“SEC”) pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On April 24, 2017, the Company filed a Definitive Information Statement with the SEC and mailed it to the stockholders of record as of the Record Date and filed the Amendment with the Secretary of State of Delaware. The Amendment goes into effect on May 15, 2017 There were no events that took place subsequent to March 31, 2017 up through the date of the filing of these financial statements that had a material impact on these financial statements.

Legal Matters

Legal Matters	3 Months Ended
	Mar. 31, 2017
Notes
Legal Matters	Litigation The Company is occasionally involved in other litigation matters relating to claims arising from the ordinary course of business. The Company’s management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect on our business, results of operations and financial condition.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Notes
Income Taxes	Income Taxes The Company accounts for income tax in accordance with ASC No. 740 which requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Payables and Accruals

Payables and Accruals - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Payables and Accruals:
Notes payable - related parties	$ 0	$ 0

Equity

Equity - shares	Dec. 31, 2016	Dec. 31, 2015
Equity:
Shares issued	(24,999)	(24,999)