Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 04, 2014 | Jun. 28, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'Redify Group, Inc. | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0000876134 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 2,942,286 | ' |
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 | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Public Float | ' | ' | $416,799 |
REDIFY_GROUP_INC_formerly_know
REDIFY GROUP, INC., formerly known as TGFIN HOLDINGS, INC., AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $8,372 | $370 |
Prepaid expenses | 500 | 0 |
Total Current Assets | 8,872 | 370 |
Total Assets | 8,872 | 370 |
Current Liabilities: | ' | ' |
Accounts payable | 13,235 | 13,558 |
Accrued expenses | 15,268 | 8,863 |
Stock compensation payable | 0 | 36,000 |
Convertible notes payable-related party | 79,000 | 74,000 |
Common stock payable | 0 | 255,771 |
Total Current Liabilities | 107,503 | 388,192 |
Stockholders' Deficit: | ' | ' |
Preferred stock ($.01 par value) 1,000,000 shares authorized, 50,400 shares issued and outstanding | 504 | 504 |
Common stock ($0.01 par value) 55,000,000 shares authorized, 2,942,286 and 2,332,105 issued and outstanding | 29,423 | 23,321 |
Additional paid-in-capital | 4,269,569 | 4,140,671 |
Retained deficit prior to development stage | -1,077,063 | -1,077,063 |
Retained deficit during development stage | -3,321,064 | -3,475,255 |
Total Stockholders' Deficit | -98,631 | -387,822 |
Total Liabilities and Stockholders' Deficit | $8,872 | $370 |
REDIFY_GROUP_INC_formerly_know1
REDIFY GROUP, INC., formerly known as TGFIN HOLDINGS, INC. Balance Sheet (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position | ' | ' |
Preferred stock authorized | 1,000,000 | 1,000,000 |
Preferred stock par value | $0.01 | $0.01 |
Preferred stock outstanding | 50,400 | 50,400 |
Preferred stock issued | 50,400 | 50,400 |
Common stock authorized | 55,000,000 | 50,000,000 |
Common stock par value | $0.01 | $0.01 |
Common stock outstanding | 2,942,286 | 2,332,105 |
Common stock issued | 2,942,286 | 2,332,105 |
REDIFY_GROUP_INC_formerly_know2
REDIFY GROUP, INC., formerly known as TGFIN HOLDINGS, INC., AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 129 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Statement | ' | ' | ' |
Revenues | $0 | $0 | $356 |
Cost of Good Sold | 0 | 0 | 0 |
Gross Profit | 0 | 0 | 356 |
Expenses | ' | ' | ' |
Research and development | -255,771 | 255,771 | 0 |
Payroll and related | 48,500 | 65,000 | 2,028,019 |
Selling, General and Administrative | 28,606 | 11,770 | 925,902 |
Legal and Professional | 24,505 | 22,148 | 492,598 |
Amortization | 0 | 4,551 | 12,000 |
Total operating expense | -154,160 | 359,240 | 3,458,519 |
Operating Income (Loss) | 154,160 | -359,240 | -3,458,163 |
Interest Income | 31 | 1 | 137,099 |
Total other income | 31 | 1 | 137,099 |
Net Income (Loss) | $154,191 | ($359,239) | ($3,321,064) |
Basic Income (loss) per share | $0.07 | ($0.15) | ' |
Diluted Income (loss) per share | $0.05 | ($0.15) | ' |
Weighted Average Number of shares outstanding-Basic | 2,332,105 | 2,332,105 | ' |
Weighted Average Number of shares outstanding-Fully diluted | 2,867,105 | 2,332,105 | ' |
REDIFY_GROUP_INC_formerly_know3
REDIFY GROUP, INC., formerly known as TGFIN HOLDINGS, INC., AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Total | |
Stockholders' Equity, beginning balance at Mar. 31, 2003 | $506 | $22,430 | $3,839,705 | ($1,077,063) | $2,785,578 | |
Balance common shares, beginning balance at Mar. 31, 2003 | 0 | 2,242,938 | 0 | 0 | 2,242,938 | |
Balance preferred shares, beginning balance at Mar. 31, 2003 | 50,500 | 0 | 0 | 0 | 50,500 | |
Net Income (Loss) | 0 | 0 | 0 | -375,708 | -375,708 | |
Stockholders' Equity, ending balance at Dec. 31, 2003 | 506 | 22,430 | 3,839,705 | -1,452,771 | 2,409,870 | |
Balance common shares, ending balance at Dec. 31, 2003 | 0 | 2,242,938 | 0 | 0 | 2,242,938 | |
Balance preferred shares, ending balance at Dec. 31, 2003 | 50,500 | 0 | 0 | 0 | 50,500 | |
Common stock issued other, shares | 0 | 27,301 | 0 | 0 | 27,301 | [1] |
Common stock issued other, value | 0 | 2,730 | 48,500 | 0 | 51,230 | [1] |
Common stock issued for compensation, shares | 0 | 20,000 | 0 | 0 | 20,000 | |
Common stock issued for compensation, value | 0 | 2,000 | 17,500 | 0 | 19,500 | |
Net Income (Loss) | 0 | 0 | 0 | -457,544 | -457,544 | |
Stockholders' Equity, ending balance at Dec. 31, 2004 | 506 | 22,903 | 3,909,962 | -1,910,315 | 2,023,056 | |
Balance common shares, ending balance at Dec. 31, 2004 | 0 | 2,290,239 | 0 | 0 | 2,290,239 | |
Balance preferred shares, ending balance at Dec. 31, 2004 | 50,500 | 0 | 0 | 0 | 50,500 | |
Common stock issued for compensation, shares | 0 | 20,000 | 0 | 0 | 20,000 | |
Common stock issued for compensation, value | 0 | 200 | 17,300 | 0 | 17,500 | |
Retirement of shares in settlement of countersuit, shares | 0 | -88,834 | 0 | 0 | -88,834 | |
Retirement of shares in settlement of countersuit, value | 0 | -884 | 884 | 0 | 0 | |
Net Income (Loss) | 0 | 0 | 0 | -508,742 | -508,742 | |
Stockholders' Equity, ending balance at Dec. 31, 2005 | 506 | 22,219 | 3,928,146 | -2,419,057 | 1,531,814 | |
Balance common shares, ending balance at Dec. 31, 2005 | 0 | 2,221,905 | 0 | 0 | 2,221,905 | |
Balance preferred shares, ending balance at Dec. 31, 2005 | 50,500 | 0 | 0 | 0 | 50,500 | |
Common stock issued other, shares | 0 | 15,000 | 0 | 0 | 15,000 | [2] |
Common stock issued other, value | 0 | 150 | 16,350 | 0 | 16,500 | [2] |
Common stock issued for compensation, shares | 0 | 17,500 | 0 | 0 | 17,500 | |
Common stock issued for compensation, value | 0 | 175 | 14,575 | 0 | 14,750 | |
Net Income (Loss) | 0 | 0 | 0 | -406,322 | -406,322 | |
Stockholders' Equity, ending balance at Dec. 31, 2006 | 506 | 22,544 | 3,959,071 | -2,825,379 | 1,156,742 | |
Balance common shares, ending balance at Dec. 31, 2006 | 0 | 2,254,405 | 0 | 0 | 2,254,405 | |
Balance preferred shares, ending balance at Dec. 31, 2006 | 50,500 | 0 | 0 | 0 | 50,500 | |
Common stock issued for compensation, shares | 0 | 17,500 | 0 | 0 | 17,500 | |
Common stock issued for compensation, value | 0 | 175 | 11,325 | 0 | 11,500 | |
Net Income (Loss) | 0 | 0 | 0 | -399,088 | -399,088 | |
Stockholders' Equity, ending balance at Dec. 31, 2007 | 506 | 22,719 | 3,970,396 | -3,224,467 | 769,154 | |
Balance common shares, ending balance at Dec. 31, 2007 | 0 | 2,271,905 | 0 | 0 | 2,271,905 | |
Balance preferred shares, ending balance at Dec. 31, 2007 | 50,500 | 0 | 0 | 0 | 50,500 | |
Common stock issued for compensation, shares | 0 | 30,000 | 0 | 0 | 30,000 | |
Common stock issued for compensation, value | 0 | 300 | 12,575 | 0 | 12,875 | |
Net Income (Loss) | 0 | 0 | 0 | -455,979 | -455,979 | |
Stockholders' Equity, ending balance at Dec. 31, 2008 | 506 | 23,019 | 3,982,971 | -3,680,446 | 326,050 | |
Balance common shares, ending balance at Dec. 31, 2008 | 0 | 2,301,905 | 0 | 0 | 2,301,905 | |
Balance preferred shares, ending balance at Dec. 31, 2008 | 50,500 | 0 | 0 | 0 | 50,500 | |
Common stock issued for compensation, shares | 0 | 30,000 | 0 | 0 | 30,000 | |
Common stock issued for compensation, value | 0 | 300 | 7,700 | 0 | 8,000 | |
Conversion of preferred stock, value | -2 | 2 | 0 | 0 | 0 | |
Net Income (Loss) | 0 | 0 | 0 | -311,907 | -311,907 | |
Stockholders' Equity, ending balance at Dec. 31, 2009 | 504 | 23,321 | 3,990,671 | -3,992,353 | 22,143 | |
Conversion of preferred stock, shares at Dec. 31, 2009 | -100 | 200 | 0 | 0 | 100 | |
Balance preferred shares, ending balance at Dec. 31, 2009 | 50,400 | 0 | 0 | 0 | 50,400 | |
Balance common shares, ending balance at Dec. 31, 2009 | 0 | 2,332,105 | 0 | 0 | 2,332,105 | |
Adjustments to Additional Paid-in Capital | 0 | 0 | 67,000 | 0 | 67,000 | [3],[4] |
Net Income (Loss) | 0 | 0 | 0 | -131,294 | -131,294 | |
Stockholders' Equity, ending balance at Dec. 31, 2010 | 504 | 23,321 | 4,057,671 | -4,123,647 | -42,151 | |
Balance common shares, ending balance at Dec. 31, 2010 | 0 | 2,332,105 | 0 | 0 | 2,332,105 | |
Balance preferred shares, ending balance at Dec. 31, 2010 | 50,400 | 0 | 0 | 0 | 50,400 | |
Adjustments to Additional Paid-in Capital | 0 | 0 | 38,000 | 0 | 38,000 | [5] |
Net Income (Loss) | 0 | 0 | 0 | -69,432 | -69,432 | |
Stockholders' Equity, ending balance at Dec. 31, 2011 | 504 | 23,321 | 4,095,671 | -4,193,079 | -73,583 | |
Balance common shares, ending balance at Dec. 31, 2011 | 0 | 2,332,105 | 0 | 0 | 2,332,105 | |
Balance preferred shares, ending balance at Dec. 31, 2011 | 50,400 | 0 | 0 | 0 | 50,400 | |
Common stock issued for compensation, value | ' | ' | ' | ' | 0 | |
Adjustments to Additional Paid-in Capital | 0 | 0 | 45,000 | 0 | 45,000 | [5] |
Common stock issued in rounding of Reverse split | ' | ' | ' | ' | 0 | |
Net Income (Loss) | 0 | 0 | 0 | -359,239 | -359,239 | |
Stockholders' Equity, ending balance at Dec. 31, 2012 | 504 | 23,321 | 4,140,671 | -4,552,318 | -387,822 | |
Balance common shares, ending balance at Dec. 31, 2012 | 0 | 2,332,105 | 0 | 0 | 2,332,105 | |
Balance preferred shares, ending balance at Dec. 31, 2012 | 50,400 | 0 | 0 | 0 | 50,400 | |
Common stock issued for compensation, shares | 0 | 360,000 | 0 | 0 | 360,000 | [6],[7] |
Common stock issued for compensation, value | 0 | 3,600 | 36,400 | 0 | 40,000 | [6],[7] |
Adjustments to Additional Paid-in Capital | 0 | 0 | 45,000 | 0 | 45,000 | [5] |
Common stock issued to investors, shares | 0 | 250,000 | 0 | 0 | 250,000 | |
Common stock issued to investors, value | 0 | 2,500 | 47,500 | 0 | 47,500 | |
Common stock issued in rounding of Reverse Split, shares | 0 | 181 | 0 | 0 | 181 | |
Common stock issued in rounding of Reverse split | 0 | 2 | -2 | 0 | 0 | |
Net Income (Loss) | 0 | 0 | 0 | 154,191 | 154,191 | |
Stockholders' Equity, ending balance at Dec. 31, 2013 | $504 | $29,423 | $4,269,569 | ($4,398,127) | ($98,631) | |
Balance common shares, ending balance at Dec. 31, 2013 | 0 | 2,942,286 | 0 | 0 | 2,942,286 | |
Balance preferred shares, ending balance at Dec. 31, 2013 | 50,400 | 0 | 0 | 0 | 50,400 | |
[1] | Common stock issued for accrued liabilities. | |||||
[2] | Common stock issued to prior stockholders. | |||||
[3] | Imputed cost of donated labor $55,000. | |||||
[4] | Cost of Software purchase $12,000. | |||||
[5] | Imputed cost of donated labor. | |||||
[6] | Common stock issued for compensation payable | |||||
[7] | Common stock issued as director compensation |
REDIFY_GROUP_INC_formerly_know4
REDIFY GROUP, INC., formerly known as TGFIN HOLDINGS, INC., AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 129 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ' | ' | ' |
Net Income (Loss) | $154,191 | ($359,239) | ($3,321,064) |
Amortization of deferred compensation | 0 | 0 | 13,751 |
Amortization of software | 0 | 4,551 | 12,000 |
Compensation costs of common stock awarded to employees and consultants | 4,000 | 20,000 | 175,355 |
Value of donated services | 45,000 | 45,000 | 183,000 |
Cost of common stock issued to shareholders | 0 | 0 | 16,500 |
Cost of purchased research and development | -255,771 | 255,771 | 0 |
Decrease (increase) in accounts receivable | 0 | 0 | 31,250 |
Decrease (increase) in prepaid expenses | -500 | 0 | 14,252 |
(Decrease) increase in accounts payable and accrued expenses | 6,082 | 4,335 | -198,990 |
Net cash used in operating activities | -46,998 | -29,582 | -3,073,946 |
Net cash provided by investing activities | 0 | 0 | 0 |
Cash Flows from Financing activities: | ' | ' | ' |
Proceeds from convertible notes payable | 5,000 | 29,000 | 79,000 |
Proceeds from Common Stock | 50,000 | 0 | 50,000 |
Net cash provided by financing activities | 55,000 | 29,000 | 129,000 |
Net Increase (Decrease) in cash and cash equivalents | 8,002 | -582 | -2,944,946 |
Cash, beginning of period | 370 | 952 | 2,953,318 |
Cash, end of period | 8,372 | 370 | 8,372 |
Cash paid during the period for: | ' | ' | ' |
Income taxes | 0 | 0 | 12,609 |
Interest | 0 | 0 | 0 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ' | ' | ' |
Common stock issued for accrued liabilities | 40,000 | 0 | 91,230 |
Common stock issued to prior shareholders | 0 | 0 | 16,500 |
Conversion of preferred stock | 0 | 0 | 2 |
Common stock issued in rounding of Reverse split | 0 | 0 | 2 |
Common Stock options issued for software purchase | 0 | 0 | 5,114 |
Software acquired with common stock options | $0 | $0 | $12,000 |
The_Company_and_Summary_of_Sig
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
The Company and Summary of Significant Accounting Policies | ' |
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The Company | |
The Company consists of Redify Group, Inc. (“RDFY”, non-operating parent corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The company changed its name to Redify Group, Inc. from TGFIN Holdings, Inc. (“TGFN”) on October 2, 2013. The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a: iDEV3. | |
On April 15, 2013 the company filed a Definitive 14C for the purpose of changing the Company’s name and effectuating a ten (10) to one (1) reverse split of the Company’s common stock. These corporate actions were approved by the Financial Industry Regulatory Authority (“FINRA”) on February 28, 2014, and became effective with the OTCQB at the opening of trading on February 28, 2014 under the symbol “TGFND”. The “D” appeared on the Company’s ticker symbol for the following 20 business days. Thereafter, the Company’s ticker symbol became RDFY. | |
Redify Group, Inc. was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From March 1992 to September 12, 2002 Redify Group, Inc. was known as Digitran Systems, Incorporated ("DSI"), and from September 12, 2002 to October 2, 2013 it was known as TGFIN Holdings, Inc. during which time, TradinGear.com, Incorporated (incorporated under the laws of the State of Delaware on July 7, 1999) became the operating subsidiary of Redify Group, Inc. Redify Group, Inc., then known as TGFIN Holdings, Inc. sold the assets of Tradingear.com Incorporated effective March 31, 2003. | |
Principles of Consolidation | |
The accompanying financial statements consolidate the accounts of the parent company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. | |
Fair Value of Financial Instruments | |
Carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, trade receivables, accounts payable and other accrued liabilities, approximate fair value because of their short maturities. | |
Use of Management's Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the 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. | |
Revenue Recognition | |
The Company recognizes revenue from iphone application downloads when funds commissions are earned. | |
Research and Development | |
Research and Developments costs are expensed as incurred. The company purchased certain assets to be used in the building and customization of social networking sites intended to target certain groups with common interests. On December 31, 2012 (See NOTE 2 – TERMINATION OF AGREEMENT) the company entered into a definitive agreement to purchase Assets from IceLounge Media, Inc., a private, unrelated company, which it expensed as Research and Development. The company agreed to exchange 2,557,708 shares valued at the per share market price of $.10, for an amount of $255,771, on December 31, 2012. On April 15, 2013 both parties mutually agreed to terminate the agreement prior to closing without obligation, penalty or consequence to either party. The Assets were returned to IceLounge and TGFIN’s common stock was not issued. The Company had expensed $255,771 as Research and development cost, or $.10 per share for the 2,557,708 shares to have been issued. On April 15, 2013 the company credited Research and development costs for $255,771 and removed the common stock payable for the same amount. | |
Otherwise, the company spent no resources on research and project development in 2013. | |
Investments | |
The Company accounts for its investments in debt and equity securities in accordance with ASC 320-10,which requires that investments in debt securities and marketable equity securities be designated as trading, held-to-maturity or available-for-sale. | |
Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale, along with any investments in equity securities. Securities available for sale are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of Stockholders' Equity. | |
Property and Equipment | |
Property and equipment are recorded at cost and depreciated for financial accounting purposes on the straight-line method over their respective estimated useful lives ranging from three to thirty-nine years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in the results of operations. | |
Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Depreciation of leased equipment under capital leases is included in depreciation. | |
Impairment of Long-Lived Assets | |
The Company adopted ASC 360-10, which requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. Discontinued operations includes all components of an entity with operations that: | |
(1) can be distinguished from the rest of the entity, and | |
(2) will be eliminated from the ongoing operations of the entity in a disposal | |
transaction. | |
All long-lived assets are evaluated for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Any impairment in value is recognized as an expense in the period when the impairment occurs. | |
Stock-Based Compensation | |
The Company accounts for the issuance of stock, stock options, stock warrants and other share based payment arrangements in accordance with the provisions of ASC 718-10. We measure compensation costs related to our share-based payment transactions at fair value on the grant date and recognize those costs in the financial statements over the vesting period during which the employee provides service in exchange for the grant. | |
As of December 31, 2012 the Company had an outstanding stock compensation payable in the amount of $36,000, representing 320,000 shares of Common stock authorized to be issued to directors for services rendered in prior periods. On March 11, 2014 the related shares were issued. | |
On January 1 and April 1, 2013, the Company awarded, 10,000 total shares of common stock to Each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance, $.10 and $.20 respectively, per share, resulting in compensation expense of $4,000, of which $3,500 was recognized in the year ended December 31, 2013. | |
Earnings (Loss) Per Share | |
The Company computes earnings or loss per share in accordance with ASC 260-10. Basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding. | |
Common equivalent shares also include the incremental common shares issuable upon the conversion of the Preferred Stock (using the if-converted method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. | |
535,000 shares of Common stock related to the conversion of outstanding convertible debt were considered in determining fully-diluted earnings per share for 2013. | |
Reclassifications | |
Certain reclassifications have been made to the prior year balances to conform to the current year presentation. | |
Income Taxes | |
The Company’s operations have not changed significantly compared to prior years. The Company’s tax position taken in prior years for deferred income taxes has been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Management reviews these items regularly in light of changes in tax laws and court rulings at both federal and state levels. | |
To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The company also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures, and transition. | |
The Company files income tax returns in the U.S. federal jurisdiction, and the state of Utah. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2007. | |
Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income. | |
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 the changes in tax laws and rates of the date of enactment. | |
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |
Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income. | |
Sales Tax | |
In accordance with FASB ASC 605-45, formerly EITF Issue 06-3, How Taxes Collected From Customers and Remitted to Government Authorities Should be Presented in the Income Statement, the Company will account for sales taxes on its goods and services on a gross basis in the statement of operations and retained earnings. | |
Cash and Cash Equivalents | |
The Company holds the majority of its excess cash in interest-bearing instruments with short term (less than one year) maturities at several financial institutions. The Company considers all highly liquid investments with maturities of three months or less when purchased to be a cash equivalent. | |
6 GOING CONCERN MODIFICATION | |
The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the year ended December 31, 2013 the company had a Retained Deficit of $4,398,127. The company’s cash reserves of $8,372 as of December 31, 2013 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. | |
The Company expects to issue stock to raise sufficient operating capital. |
Asset_Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Asset Acquisition | ' |
2: TERMINATION OF AGREEMENT | |
On December 31, 2012 the Company entered into an agreement to purchase certain assets and technologies (“Assets”) from IceLounge Media, Inc. (“IMI”), an unrelated party, in exchange for 49% of TGFIN's common stock. On April 15, 2013 both parties mutually agreed to terminate the agreement prior to closing without obligation, penalty or consequence to either party. The Assets were returned to IceLounge and TGFIN’s common stock was not issued. The Company had expensed $255,771 as Research and development cost, or $0.10 per share for the 2,557,708 shares to have been issued. On April 15, 2013 the company credited Research and development costs for $255,771 and removed the common stock payable for the same amount. |
Intangible_Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Intangible Assets | ' |
3. INTANGIBLE ASSETS | |
A Former Officer of the Company contributed Intangible Assets to the Company valued at his predecessor’s cost of $12,000. These assets consist of selected iphone Applications. The Company has capitalized these intangible assets and amortized them over a 34 month period. During the years ended December 31, 2013 and 2012 the Company recorded Amortization expense of $0 and $4,551, respectively. |
Income_Tax_Disclosure
Income Tax Disclosure | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Notes | ' | |||
Income Tax Disclosure | ' | |||
4. PROVISION FOR INCOME TAXES | ||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit 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. | ||||
Net deferred tax assets consist of the following components as of December 31, 2013 and 2012: | ||||
2012 | 2012 | |||
Deferred tax assets: | ||||
NOL Carryover | $1,533,900 | $1,515,600 | ||
Amortization | 0 | 300 | ||
Related Party Accruals | 6,000 | 3,500 | ||
Deferred tax liabilities | 0 | 0 | ||
Valuation Allowance | -1,539,900 | -1,519,400 | ||
Net deferred tax asset | $ 0 | $ 0 | ||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rates of 39% to pretax income from continuing operations for the years ended December 31, 2013 and 2012 due to the following: | ||||
2012 | 2012 | |||
Book Income | $ 60,200 | $ (140,100) | ||
Amortization | -300 | 200 | ||
Related Party Interest | 2,500 | 1,800 | ||
Stock for Services/Contributed services | -80,600 | 13,000 | ||
Valuation Allowance | -18,200 | -125,000 | ||
Provision for Income Taxes | $ 0 | $ 0 | ||
At December 31, 2013, the Company had net operating loss carry-forwards of approximately $3,933,000 that may be offset against future taxable income from the year 2014 through 2033. No tax benefit has been reported in the December 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years. | ||||
Stockholders_Equity
Stockholders Equity | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Notes | ' | |||||||||
Stockholders Equity | ' | |||||||||
5. STOCK OPTIONS AND WARRANTS | ||||||||||
A summary of the status of the Company's outstanding stock options and warrants (all of which were exercisable) as of December 31, 2013 and 2012 and changes during the years then ended, is presented below: | ||||||||||
2013 | 2012 | |||||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | |||||||
Outstanding, beginning of year | 60,000 | $ | 0.3 | 0 | $ | 0 | ||||
Granted | 0 | 0 | 60,000 | 0.3 | ||||||
Expired/Cancelled | -60,000 | 0 | 0 | 0 | ||||||
Exercised | 0 | 0 | 0 | 0 | ||||||
Outstanding ending balance | 0 | $ | 0 | 60,000 | $ | 0.3 | ||||
Exercisable | 0 | $ | 0 | 60,000 | $ | 0.3 | ||||
9: CAPITAL STOCK | ||||||||||
Common stock | ||||||||||
The authorized capital stock of the Company consists of 50,000,000 shares of Class A Common stock, par value $0.01 per share, of which 2,942,286 were outstanding at December 31, 2013, and 5,000,000 shares of Class B Common stock, par value $.01 per share, of which no shares have been issued. On March 28, 2013 the company’s Board of Directors authorized a ten (10) to one (1) reverse-split of the company’s Class A Common Stock, which became effective February 28, 2014. All references to Common stock have been retroactively restated to reflect the reverse split. Holders of Class A Common Stock and Class B Common stock are entitled to one vote per share. | ||||||||||
The Class A Common Stock and the Class B Common Stock attributes and rights are identical except for the following: (a) Class B has pre-emptive rights with respect to Class B issuances, (b) Class A has a dividend and liquidation preference, and (c) if there is a Class B, its holders have the right to control the Board of Directors. The Company has no plans to issue any Class B Common Shares in the near future. All references to Common Stock issuances, unless otherwise indicated, refer to the Class A Common Stock shares. | ||||||||||
On March 12, and April 22, 2013 the company sold 250,000 shares of its common stock for $50,000 or $0.20 per share to two investors which were issued on March 24, 2014. | ||||||||||
As of December 31, 2012 the Company had an outstanding stock compensation payable in the amount of $36,000, representing 320,000 shares of Common stock authorized to be issued to directors for services rendered in prior periods. On March 11, 2014 the related shares were issued. | ||||||||||
On January 1 and April 1, 2013 the Company awarded 10,000 shares of common stock to each Director and the Chairman, in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $0.10 and $0.20, respectively, per share resulting in compensation expense of $4,000, of which $3,500 was recognized in the quarter ended December 31, 2013. On March 11, 2014 the shares were issued. | ||||||||||
In addition, the company had recorded Common Stock payable in the amount of $255,771, which represented 2,557,708 shares of the company’s Common stock valued at the market price of $.10 on December 31, 2012 to be issued to the assignees of Ice Lounge Media, Inc., a private, unrelated company. See NOTE 2 – TERMINATION OF AGREEMENT. On April 15, 2013 both parties mutually agreed to terminate the agreement prior to closing without obligation, penalty or consequence to either party. The Assets were returned to Ice Lounge and TGFIN’s common | ||||||||||
stock was not issued. The Company had expensed $255,771 as Research and development cost, or $.10 per share for the 2,557,708 shares to have been issued. On April 15, 2013 the company credited Research and development costs for $255,771 and removed the common stock payable for the same amount. | ||||||||||
Preferred Stock | ||||||||||
The Company has authorized 1,000,000 shares of Preferred Shares with a par value of $.01 per share, of which 450,000 are undesignated and unissued. The remaining 550,000 shares are designated as Series 1 Class A 8% Cumulative Convertible Preferred Stock (“Preferred stock”), of which 50,400 shares were issued and outstanding as of December 31, 2013. There are insufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares remaining to trade publicly. | ||||||||||
Holders of both, the Series 1, Class A 8% Cumulative Convertible Preferred Stock and the undesignated class of Preferred stock are entitled to one-tenth of a vote for each share of preferred stock held. | ||||||||||
Since only the Series 1, Class A 8% Cumulative Convertible Preferred Shares are issued and outstanding, all references to preferred shares, unless otherwise indicated, refer to the Series 1, Class A 8% Cumulative Convertible Preferred Shares. | ||||||||||
The Series 1, Class A 8% Cumulative Convertible Preferred Stock carries a liquidation preference equal to its stated value plus any unpaid dividends. The Company may, at its option, redeem at any time all shares of the preferred stock or some of them upon notice to each preferred stockholder at a per share price equal to the stated value ($7.00) plus all accrued and unpaid dividends thereon (whether or not declared) to the date fixed for redemption, subject to certain other provisions and requirements. Preferred Shares may be converted into Common Shares on a one share of Preferred Stock for two shares of Common Stock basis. | ||||||||||
Holders of Series 1, Class A 8% Cumulative Convertible Preferred shares are entitled to cumulative dividends of 8% per annum on the stated value of the stock, designated at $7 per share. Dividends are payable semi-annually on September 15 and March 15. No dividends have been declared or paid since March 15, 1993, resulting in dividends in arrears at December 31, 2013 of approximately $578,592 or $11.48 per share. Dividends are not payable on any other class of stock ranking junior to the Series 1, Class A 8% Cumulative Convertible Preferred Stock until the full cumulative dividend requirements of the Series 1, Class A 8% Cumulative Convertible Preferred Stock have been satisfied. There are not sufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares (left unconverted) to trade publicly and the financial condition of the company has made the probability of dividend payment to Series 1, Class A 8% Cumulative Convertible Preferred shareholders unlikely. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Commitments and Contingencies | ' |
7. COMMITMENTS AND CONTINGENCIES | |
In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company. As of December 31, 2013 there were no other claims asserted or threatened against the Company. |
Convertible_Notes_Payable_Rela
Convertible Notes Payable - Related Party | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Convertible Notes Payable - Related Party | ' | ||||
8. CONVERTIBLE NOTES PAYABLE – RELATED PARTY | |||||
31-Dec-13 | 31-Dec-12 | ||||
Convertible 8% Demand Notes Payable | $ | 79,000 | $ | 74,000 | |
Total Convertible Notes payable | $ | 79,000 | $ | 74,000 | |
The Convertible 8% Notes Payable ("Notes") were originated on various dates in 2010, 2011 and 2012. Additional notes payable were received on January 3, 2013 for $5,000 to reflect working capital funding provided by Sam Gaer, the Company’s then single largest shareholder. The Notes originated in 2010 are convertible into common stock of RDFY at $0.30 per share at any time at the holder’s option. The Notes are secured by all of the assets of the Company and its subsidiary. The Notes originated in 2011 are convertible into common stock of RDFY at $0.15 per share at any time at the holder’s option. The Notes originated in 2012 and 2013 are convertible into common stock of RDFY at $0.10 per share at any time at the holder’s option. Accrued interest related to these notes as of December 31, 2013 was $15,268 . Effective December 19, 2012 all rights to the Notes were assigned to Marni Gaer, the spouse of Sam Gaer. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Subsequent Events | ' |
10. SUBSEQUENT EVENTS | |
Reverse Split | |
On April 15, 2013 the company filed a Definitive 14C for the purpose of changing the Company’s name and effectuating a ten (10) to one (1) reverse split of the Company’s common stock. Subsequent to December 31, 2013 these corporate actions were approved by the Financial Industry Regulatory Authority (“FINRA”) on February 28, 2014, and became effective with the OTCQB at the opening of trading on February 28, 2014 under the symbol “TGFND”. The “D” appeared on the Company’s ticker symbol for the following 20 business days. Thereafter, the Company’s ticker symbol became RDFY. | |
The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events to report. |
The_Company_and_Summary_of_Sig1
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Business Description | ' |
1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The Company | |
The Company consists of Redify Group, Inc. (“RDFY”, non-operating parent corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The company changed its name to Redify Group, Inc. from TGFIN Holdings, Inc. (“TGFN”) on October 2, 2013. The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a: iDEV3. | |
On April 15, 2013 the company filed a Definitive 14C for the purpose of changing the Company’s name and effectuating a ten (10) to one (1) reverse split of the Company’s common stock. These corporate actions were approved by the Financial Industry Regulatory Authority (“FINRA”) on February 28, 2014, and became effective with the OTCQB at the opening of trading on February 28, 2014 under the symbol “TGFND”. The “D” appeared on the Company’s ticker symbol for the following 20 business days. Thereafter, the Company’s ticker symbol became RDFY. | |
Redify Group, Inc. was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From March 1992 to September 12, 2002 Redify Group, Inc. was known as Digitran Systems, Incorporated ("DSI"), and from September 12, 2002 to October 2, 2013 it was known as TGFIN Holdings, Inc. during which time, TradinGear.com, Incorporated (incorporated under the laws of the State of Delaware on July 7, 1999) became the operating subsidiary of Redify Group, Inc. Redify Group, Inc., then known as TGFIN Holdings, Inc. sold the assets of Tradingear.com Incorporated effective March 31, 2003. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying financial statements consolidate the accounts of the parent company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. | |
Fair Value of Financial Instruments, Policy | ' |
Fair Value of Financial Instruments | |
Carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, trade receivables, accounts payable and other accrued liabilities, approximate fair value because of their short maturities. | |
Use of Estimates, Policy | ' |
Use of Management's Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the 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. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue from iphone application downloads when funds commissions are earned. | |
Investment, Policy | ' |
Investments | |
The Company accounts for its investments in debt and equity securities in accordance with ASC 320-10,which requires that investments in debt securities and marketable equity securities be designated as trading, held-to-maturity or available-for-sale. | |
Management determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale, along with any investments in equity securities. Securities available for sale are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a separate component of Stockholders' Equity. | |
Property, Plant and Equipment, Policy | ' |
Property and Equipment | |
Property and equipment are recorded at cost and depreciated for financial accounting purposes on the straight-line method over their respective estimated useful lives ranging from three to thirty-nine years. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in the results of operations. | |
Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Depreciation of leased equipment under capital leases is included in depreciation. | |
Impairment or Disposal of Long-Lived Assets, Policy | ' |
Impairment of Long-Lived Assets | |
The Company adopted ASC 360-10, which requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. Discontinued operations includes all components of an entity with operations that: | |
(1) can be distinguished from the rest of the entity, and | |
(2) will be eliminated from the ongoing operations of the entity in a disposal | |
transaction. | |
All long-lived assets are evaluated for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Any impairment in value is recognized as an expense in the period when the impairment occurs. | |
Share-based Compensation, Option and Incentive Plans, Director Policy | ' |
Stock-Based Compensation | |
The Company accounts for the issuance of stock, stock options, stock warrants and other share based payment arrangements in accordance with the provisions of ASC 718-10. We measure compensation costs related to our share-based payment transactions at fair value on the grant date and recognize those costs in the financial statements over the vesting period during which the employee provides service in exchange for the grant. | |
As of December 31, 2012 the Company had an outstanding stock compensation payable in the amount of $36,000, representing 320,000 shares of Common stock authorized to be issued to directors for services rendered in prior periods. On March 11, 2014 the related shares were issued. | |
On January 1 and April 1, 2013, the Company awarded, 10,000 total shares of common stock to Each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance, $.10 and $.20 respectively, per share, resulting in compensation expense of $4,000, of which $3,500 was recognized in the year ended December 31, 2013. | |
Earnings Per Share, Policy | ' |
Earnings (Loss) Per Share | |
The Company computes earnings or loss per share in accordance with ASC 260-10. Basic earnings per share excludes the dilutive effects of options, warrants and convertible securities and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding. | |
Common equivalent shares also include the incremental common shares issuable upon the conversion of the Preferred Stock (using the if-converted method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. | |
535,000 shares of Common stock related to the conversion of outstanding convertible debt were considered in determining fully-diluted earnings per share for 2013. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to the prior year balances to conform to the current year presentation. | |
Income Tax, Policy | ' |
Income Taxes | |
The Company’s operations have not changed significantly compared to prior years. The Company’s tax position taken in prior years for deferred income taxes has been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Management reviews these items regularly in light of changes in tax laws and court rulings at both federal and state levels. | |
To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The company also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures, and transition. | |
The Company files income tax returns in the U.S. federal jurisdiction, and the state of Utah. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2007. | |
Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income. | |
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 the changes in tax laws and rates of the date of enactment. | |
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |
Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income. | |
Sales Tax | |
In accordance with FASB ASC 605-45, formerly EITF Issue 06-3, How Taxes Collected From Customers and Remitted to Government Authorities Should be Presented in the Income Statement, the Company will account for sales taxes on its goods and services on a gross basis in the statement of operations and retained earnings. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company holds the majority of its excess cash in interest-bearing instruments with short term (less than one year) maturities at several financial institutions. The Company considers all highly liquid investments with maturities of three months or less when purchased to be a cash equivalent. | |
Going Concern Qualification | ' |
6 GOING CONCERN MODIFICATION | |
The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the year ended December 31, 2013 the company had a Retained Deficit of $4,398,127. The company’s cash reserves of $8,372 as of December 31, 2013 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. | |
The Company expects to issue stock to raise sufficient operating capital. |
Income_Tax_Disclosure_Tables
Income Tax Disclosure (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Tables/Schedules | ' | |||
Schedule of Deferred Tax Assets and Liabilities | ' | |||
2012 | 2012 | |||
Deferred tax assets: | ||||
NOL Carryover | $1,533,900 | $1,515,600 | ||
Amortization | 0 | 300 | ||
Related Party Accruals | 6,000 | 3,500 | ||
Deferred tax liabilities | 0 | 0 | ||
Valuation Allowance | -1,539,900 | -1,519,400 | ||
Net deferred tax asset | $ 0 | $ 0 | ||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||
2012 | 2012 | |||
Book Income | $ 60,200 | $ (140,100) | ||
Amortization | -300 | 200 | ||
Related Party Interest | 2,500 | 1,800 | ||
Stock for Services/Contributed services | -80,600 | 13,000 | ||
Valuation Allowance | -18,200 | -125,000 | ||
Provision for Income Taxes | $ 0 | $ 0 |
Stockholders_Equity_Tables
Stockholders Equity (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Tables/Schedules | ' | |||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | |||||||||
2013 | 2012 | |||||||||
Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | |||||||
Outstanding, beginning of year | 60,000 | $ | 0.3 | 0 | $ | 0 | ||||
Granted | 0 | 0 | 60,000 | 0.3 | ||||||
Expired/Cancelled | -60,000 | 0 | 0 | 0 | ||||||
Exercised | 0 | 0 | 0 | 0 | ||||||
Outstanding ending balance | 0 | $ | 0 | 60,000 | $ | 0.3 | ||||
Exercisable | 0 | $ | 0 | 60,000 | $ | 0.3 |
Convertible_Notes_Payable_Rela1
Convertible Notes Payable - Related Party (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Convertible Notes Payable | ' | ||||
31-Dec-13 | 31-Dec-12 | ||||
Convertible 8% Demand Notes Payable | $ | 79,000 | $ | 74,000 | |
Total Convertible Notes payable | $ | 79,000 | $ | 74,000 |
The_Company_and_Summary_of_Sig2
The Company and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 129 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Mar. 31, 2003 | |
Details | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | ' | ' | ' | ' |
Research and development | ($255,771) | $255,771 | $0 | ' | ' |
Asset Acquisition shares price per share | $0.10 | ' | $0.10 | ' | ' |
Asset Acquisition shares to be issued | 2,557,708 | ' | 2,557,708 | ' | ' |
Stock compensation payable | 0 | 36,000 | 0 | ' | ' |
shares issued to director for services | 320,000 | ' | ' | ' | ' |
common stock shares awarded | 10,000 | 10,000 | 10,000 | ' | ' |
award values per share high value | ' | $0.10 | ' | ' | ' |
award values per share low value | ' | $0.20 | ' | ' | ' |
Award Shares Compensation Expense | 4,000 | ' | 4,000 | ' | ' |
compensation expense recognized | 3,500 | ' | ' | ' | ' |
common stock considered in determing fully diluted | 535,000 | ' | ' | ' | ' |
Retained Deficit | $4,398,127 | ' | $4,398,127 | ' | ' |
Cash | $8,372 | $370 | $8,372 | $952 | $2,953,318 |
Asset_Acquisition_Details
Asset Acquisition (Details) (USD $) | 12 Months Ended | 129 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 15, 2013 | |
Details | ' | ' | ' | ' |
Research and development | ($255,771) | $255,771 | $0 | ' |
Asset Acquisition shares price per share | $0.10 | ' | $0.10 | ' |
Asset Acquisition shares to be issued | 2,557,708 | ' | 2,557,708 | ' |
Common stock payable | $0 | $255,771 | $0 | $255,771 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | 129 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Details | ' | ' | ' |
Software acquired with common stock options | $0 | $0 | $12,000 |
Amortization of software | $0 | $4,551 | $12,000 |
Income_Tax_Disclosure_Details
Income Tax Disclosure (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards | $1,533,900 | $1,515,600 |
Deferred Tax Assets, Other | 0 | 300 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 6,000 | 3,500 |
Deferred Tax Liabilities | 0 | 0 |
Valuation Allowance, Amount | -1,539,900 | -1,519,400 |
Deferred Tax Assets (Liabilities), Net | 0 | 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 39.00% | ' |
Income Tax Expense (Benefit), Continuing Operations | 60,200 | -140,100 |
Income Tax Reconciliation, Nondeductible Expense, Amortization | -300 | 200 |
Deferred Other Tax Expense (Benefit) | 2,500 | 1,800 |
Income Tax Reconciliation, Nondeductible Expense, Share-based Compensation Cost | -80,600 | 13,000 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | -18,200 | -125,000 |
Total | 0 | 0 |
Operating Loss Carryforwards | $3,933,000 | ' |
Stockholders_Equity_Details
Stockholders Equity (Details) (USD $) | 6 Months Ended | 9 Months Ended | 12 Months Ended | 129 Months Ended | ||||||||||||||
Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 02, 2013 | Mar. 01, 2013 | Jan. 02, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2004 | Dec. 31, 2003 | Mar. 31, 2003 | |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants outstanding | ' | ' | 0 | 60,000 | 0 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price of warrants outstanding | ' | ' | $0 | $0.30 | $0 | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants granted | ' | ' | 0 | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price of warrants granted | ' | ' | $0 | $0.30 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants expired | ' | ' | -60,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price of warrants expired | ' | ' | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants exercised | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price of warrants exercised | ' | ' | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants exercisable | ' | ' | 0 | 60,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price of warrants exercisable | ' | ' | $0 | $0.30 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
class a common authorized | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock par value | ' | ' | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock outstanding | ' | ' | 2,942,286 | 2,332,105 | 2,942,286 | ' | ' | ' | 2,332,105 | 2,332,105 | 2,332,105 | 2,301,905 | 2,271,905 | 2,254,405 | 2,221,905 | 2,290,239 | 2,242,938 | 2,242,938 |
Common Stock, Other Shares, Outstanding | ' | ' | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class B Common Stock Par Value | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to investors, shares | ' | 250,000 | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to investors, value | $50,000 | ' | $47,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
award values per share | ' | ' | ' | ' | ' | $0.20 | $0.20 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock compensation payable | ' | ' | 0 | 36,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
shares issued to director for services | ' | ' | 320,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
common stock shares awarded | ' | ' | 10,000 | 10,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation costs of common stock awarded to employees and consultants | ' | ' | 4,000 | 20,000 | 175,355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
recognized share based compensation | ' | ' | 3,500 | ' | 3,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development | ' | ' | -255,771 | 255,771 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset Acquisition shares to be issued | ' | ' | 2,557,708 | ' | 2,557,708 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2012 and 2013 Conversion Price Per Share | ' | ' | $0.10 | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock authorized | ' | ' | 1,000,000 | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock par value | ' | ' | $0.01 | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
undesignated and preferred shares | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
series 1 class a 8% cumulative convertible preferred | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock outstanding | ' | ' | 50,400 | 50,400 | 50,400 | ' | ' | ' | 50,400 | 50,400 | 50,400 | 50,500 | 50,500 | 50,500 | 50,500 | 50,500 | 50,500 | 50,500 |
Preferred Stock, Dividend Rate, Percentage | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Dividend Rate, Per-Dollar-Amount | ' | ' | $7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
dividends in arrears | ' | ' | $578,592 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
dividends in arrears per share amount | ' | ' | $11.48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Notes_Payable_Rela2
Convertible Notes Payable - Related Party (Details) (USD $) | Dec. 31, 2013 | Jan. 03, 2013 | Dec. 31, 2012 |
Details | ' | ' | ' |
Convertible Notes Payable | $79,000 | ' | $74,000 |
Convertible 8 Percent Note Payable | ' | $5,000 | ' |
2010 Conversion Price Per Share | $0.30 | ' | ' |
2011 Conversion Price Per Share | $0.15 | ' | ' |
2012 and 2013 Conversion Price Per Share | $0.10 | ' | ' |
Accrued Interest Note Related | $15,268 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Details | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |