Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 30, 2014 | |
Document and Entity Information: | ||
Entity Registrant Name | WORLD MEDIA & TECHNOLOGY CORP. | |
Document Type | 10-K | |
Document Period End Date | 31-Dec-14 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1568693 | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 15,220,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $0 |
WORLD_MEDIA_TECHNOLOGY_CORP_Ba
WORLD MEDIA & TECHNOLOGY CORP. - Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
ASSETS | ||||
Cash and cash equivalents | $54 | $3,206 | ||
Deposits with suppliers | 340,226 | 1,512 | ||
TOTAL CURRENT ASSETS | 340,280 | 4,718 | ||
Total Assets | 340,280 | 4,718 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Accounts payable and accrued liabilities | 950 | 17,952 | ||
Accounts payable, related parties | 925,388 | 9,600 | ||
TOTAL CURRENT LIABILITIES | 926,338 | 27,552 | ||
Total liabilities | 926,338 | 27,552 | ||
Stockholders' Deficit | ||||
Common Stock | 15,220 | [1] | 4,000 | [1] |
Additional paid-in capital | 1,611,236 | 12,080 | ||
Stock subscription due from parent | -2,000,000 | |||
Accumulated (deficit) | -212,514 | -38,914 | ||
Total Stockholders' Deficit | -586,058 | -22,834 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $340,280 | $4,718 | ||
[1] | $0.001 par value; 75,000,000 shares authorized; 15,220,000and 4,000,000 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively. |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position | ||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares Issued | 15,220,000 | 4,000,000 |
Common Stock, Shares Outstanding | 15,220,000 | 4,000,000 |
Common Stock, Par Value | $0.00 | $0.00 |
WORLD_MEDIA_TECHNOLOGY_CORP_St
WORLD MEDIA & TECHNOLOGY CORP. - Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement | |||
Revenues | |||
OPERATING EXPENSES | |||
Sales and general administrative | 62,224 | ||
Research and development expenses | 69,216 | ||
TOTAL OPERATING EXPENSES | 131,440 | ||
Net loss from continuing operations | -131,440 | ||
Discontinued Operations: | |||
Loss from discontinued operations | -42,160 | -29,825 | |
Net Loss | ($173,600) | ($29,825) | |
Weighted average number of common shares outstanding - basic and diluted | 8,181,644 | 2,504,110 | |
Net loss per common share: | |||
Net loss per common share, continuing operations- basic and diluted | ($0.02) | ||
Net loss per common share, discontinued operations- basic and diluted | $0 | [1] | ($0.01) |
Total net loss per share | ($0.02) | ($0.01) | |
[1] | Denotes a loss of less than ($0.01) per share |
WORLD_MEDIA_TECHNOLOGY_CORP_St1
WORLD MEDIA & TECHNOLOGY CORP- Statements of Changes in Stockholders' Deficit (USD $) | Common Stock | Additional Paid-in Capital, Common | Subscription due from Parent | Accumulated Deficit | Total | |
Balance, Value at Dec. 31, 2012 | $2,000 | ($9,089) | ($7,089) | |||
Balance, Shares at Dec. 31, 2012 | 2,000,000 | |||||
Common stock issued for cash, Value | [1] | 2,000 | 2,000 | |||
Common stock issued for cash, Shares | [1] | 2,000,000 | ||||
Forgiveness of amounts due to related party, Value | [2] | 12,080 | 12,080 | |||
Forgiveness of amounts due to related party, Shares | [2] | |||||
Net loss for the year | -29,825 | -29,825 | ||||
Balance, Value at Dec. 31, 2013 | 4,000 | 12,080 | -38,914 | -22,834 | ||
Balance, Shares at Dec. 31, 2013 | 4,000,000 | |||||
Common stock issued for cash, Value | [3] | 3,220 | 28,980 | 32,200 | ||
Common stock issued for cash, Shares | [3] | 3,220,000 | ||||
Forgiveness of amounts due to related party, Value | [4] | 32,848 | 32,848 | |||
Forgiveness of amounts due to related party, Shares | [4] | |||||
Net loss for the year | -173,600 | -173,600 | ||||
Common stock issued for cash payable, Value | [5] | 8,000 | 1,992,000 | -2,000,000 | ||
Common stock issued for cash payable, Shares | [5] | 8,000,000 | ||||
Historic costs | -454,672 | -454,672 | ||||
Balance, Value at Dec. 31, 2014 | $15,220 | $1,611,236 | ($2,000,000) | ($212,514) | ($586,058) | |
Balance, Shares at Dec. 31, 2014 | 15,220,000 | |||||
[1] | September 30, 2013 at $0.001 per share | |||||
[2] | 1-Dec-13 | |||||
[3] | Issued in February and March, 2014 for cash at $0.001 per share | |||||
[4] | 29-Oct-14 | |||||
[5] | Issued on October 29, 2014 for cash payable at $0.25 per share |
WORLD_MEDIA_TECHNOLOGY_CORP_St2
WORLD MEDIA & TECHNOLOGY CORP. - Statements of Cash Flows (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Cash Flows from Operating Activities: | ||||
Net Loss | ($173,600) | ($29,825) | ||
Loss from discontinued operations | 42,160 | 29,825 | ||
Changes in operating assets and liabilities: | ||||
Deposit with suppliers, increase decrease | -237,000 | |||
Accounts payable and accrued liabilities, increase decrease | -950 | |||
Net cash used in operating activities- continuing operations | -369,390 | |||
Net cash used in operating activities- discontinued operations | 49,500 | -14,585 | ||
Net cash used in operating activities | -418,890 | -14,585 | ||
Investing Activities: | ||||
Net cash (used in) provided by investing activities | ||||
Financing Activities: | ||||
Payable to Related Party | 367,490 | [1] | [1] | |
Net cash provided by financing activities- continuing operations | 367,490 | |||
Net cash provided by financing activities- discontinued operations | 48,248 | 2,000 | ||
Net cash provided by financing activities | 415,738 | 2,000 | ||
Net increase (decrease) in cash and cash equivalents | -3,152 | -12,585 | ||
Cash, Beginning of Period | 3,206 | 15,791 | ||
Cash, End of Period | 54 | 3,206 | ||
Supplemental Information: | ||||
Cash paid for interest | ||||
Cash paid for taxes | ||||
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||||
Gain on forgiveness of debt by related parties- discontinued operations | 32,848 | 12,080 | ||
Acquisition: | ||||
Deposit with Supplier | 103,226 | [2] | [2] | |
Reimbursement of certain historic costs incurred | 454,672 | [3] | [3] | |
Payable to Company | $557,898 | [1] | [1] | |
[1] | Payable to World Assurance Group Inc. | |||
[2] | Acquisition of the SPACE Technology business and assets from World Assurance Group, Inc. | |||
[3] | Reimbursement of certain historic costs incurred in developing Space technology charged to additional paid in capital |
Note_1_Organization_and_Operat
Note 1 - Organization and Operations | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 1 - Organization and Operations | Note 1 – Organization and Operations |
World Media & Technology Corp. (formerly Halton Universal Brands, Inc.) (“WRMT”, the “Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on October 22, 2010 (“Inception”). The Company was originally a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage services for manufacturers of grocery, specialty food and health supplements. | |
On October 29, 2014, World Assurance Group, Inc. (“WDAS”) acquired 7,095,000 shares of the Company’s outstanding common stock, representing approximately 98% of the Company’s issued and outstanding share capital that resulted in a change of control of the Company and with it a change in the Company’s business plan. Effective October 29, 2014 the Company discontinued its brokerage and brand consultancy business and acquired the Space technology business and related asset from WDAS and is now focused on the design, manufacture and marketing of wearable technology products and services. | |
Acquisition of the Space Technology Business and related assets | |
Effective October 29, 2014, WDAS sold its SPACE technology business and certain related assets to the Company. In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from WDAS to the Company at the carrying value of such assets within the financial statements of WDAS at the time of transfer. Accordingly, the sole asset recorded by the Company as a result of this acquisition was a supplier deposit for $103,226 as all other assets transferred had a carrying value of $0. As a condition of the acquisition, the Company agreed to reimburse WDAS for the supplier deposit and certain costs, totaling $454,672 incurred by WDAS in the development of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to WDAS in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($557,898) over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control. | |
In November 2014, the board of directors and majority stockholder, WDAS, authorized a name change of the Company from Halton Universal Brands, Inc. to World Media & Technology Corp. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies |
Basis of Presentation | |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
Development Stage Company | |
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. | |
The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company. | |
Use of Estimates and Assumptions | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions 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. | |
The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. | |
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. | |
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. | |
Actual results could differ from those estimates. | |
Cash Equivalents | |
The Company considers all highly liquid investments with maturity of three months or less to be cash and cash equivalents. | |
Fair value of financial instruments | |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. | |
To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |
Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date | |
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. | |
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. | |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. | |
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. | |
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. | |
It is not however practical to determine the fair value of advances from stockholders, if any, due to their related party nature. | |
Related parties | |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |
Pursuant to Section 850-10-20 the Related parties include: (a). affiliates of the Company; (b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d). principal owners of the Company; (e). management of the Company; (f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a). the nature of the relationship(s) involved; (b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. | |
Commitments and contingencies | |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Revenue Recognition | |
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |
The Company derives its revenues from sales of products and services to end users via distribution partners, with revenues being generated upon delivery of the products and/or the services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. | |
Sales, Marketing and Advertising | |
We use a variety of marketing, sales and support activities to generate and cultivate ongoing customer demand for our products and services, acquire new customers. We currently sell exclusively through indirect channels. As a result our sales supports efforts are limited to training the indirect channels on the merits of our products over competitive options. We incur promotional costs by way of distributor conferences and sponsoring distributor events with their downstream retail channels and end customers. We will closely track and monitor customer acquisition costs to assess how we are deploying our marketing, sales and customer support spending. | |
Marketing. We track and measure our marketing costs closely across all channels so that we can acquire customers in a cost-efficient manner. | |
Indirect Sales. Our indirect sales channel will operate through a number of direct sales organizations that help broaden the adoption of our services without the need for a large direct field sales force. | |
Customer Support. While our intuitive and easy-to-use user interface serves to reduce our customers’ need for support, we provide online and phone customer support as well as post-sale implementation support, to help customers configure and use our solution. We track and measure our customer satisfaction and our support costs closely across all channels to provide a high level of customer service in a cost-efficient manner. Customer support is outsourced to specialist service providers who already experience economies of scale from providing such services to multiple organizations. | |
Research and Development | |
During the period from inception of the SPACE wearable technology and Lumina glasses business in May 2014 through to December 31, 2014, a total of $522,388 has been incurred in research and development costs. Of this balance, $454,672 was incurred while the SPACE business was owned by WDAS prior to its transfer to the Company on October 29, 2014 and $69,216 was incurred by the Company after it had acquired the business on October 29, 2014. | |
In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from WDAS to the Company at the carrying value of such assets within the financial statements of WDAS at the time of transfer. The carrying value of the research and development work that had been performed by WDAS at October 29, 2015 was $0 and such costs were expensed in full as incurred. Accordingly, no value was assigned to the transfer of the completed research and development from WDAS to the Company. However, as a condition of the acquisition, the Company agreed to reimburse WDAS for the research and development work performed by WDAS on the SPACE technology prior to October 29, 2014. Consequently, as a result of the acquisition, the Company recorded an intercompany payable to WDAS in the amount and a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($454,672) over carrying value of the research and development assumed ($0) as a result of this being a transaction between entities under common control. | |
The $69,216 research and development incurred by the Company after its acquisition of the SPACE technology business was expensed as incurred. | |
Our research and development has been primarily focused on bringing the first product Lumina Glasses to market in 2015. The research and development expenses throughout 2014 include the design, parts sourcing and prototyping of the Lumina Glasses. We expect that research and development expenses will increase throughout 2015 as the next generation of the Lumina and other SPACE products are continuously improved and additional products and feature types are added. We expect to continue to outsource the main development activities and use expert consultants where required to ensure consistent iterations of products and related services. | |
Intellectual Property | |
Our success and ability to compete effectively are dependent in part upon our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other contractual restrictions, to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationships, we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology. | |
To date, we do not have any federally registered trademarks but do plan to initiate such registrations during 2015. | |
We do not currently have any patents or patent applications in process. Any future patent applications with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to affix copyright notices on our product literature in order to assert copyright protection for these works. | |
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to duplicate aspects of our products or to obtain and use information that we regard as proprietary. Our steps to protect our proprietary technology may not be adequate to prevent misappropriation of such technology, and may not preclude competitors from independently developing products with functionality or features similar to our products. If we fail to protect our proprietary technology, our business, financial condition and results of operations could be harmed significantly. | |
Consumer technology markets have been characterized by substantial litigation regarding patent and other intellectual property rights. Litigation, which could result in substantial cost to and diversion of our efforts, may be necessary to enforce trademarks issued to us or to determine the enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us to costs related to changing names and a loss of established brand recognition. | |
Income Tax Provision | |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. | |
Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry- forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. | |
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |
Uncertain Tax Positions | |
The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2014 and 2013. | |
Net income (loss) per common share | |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | |
There were no potentially dilutive shares issued or outstanding during the fiscal years ended December 31, 2013 and 2012. | |
Cash flows reporting | |
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | |
The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification . | |
Subsequent events | |
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. | |
Reclassification | |
Certain amounts from prior periods may have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders’ deficit as a result of these reclassifications. | |
Recently issued 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 the results of its operations. |
Note_3_Going_Concern
Note 3 - Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 3 - Going Concern | Note 3 – Going Concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. | |
As reflected in the accompanying financial statements, the Company had a deficit accumulated at December 31, 2014 and 2013. | |
While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. | |
Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. | |
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
Note_4_Acquisition_of_The_Spac
Note 4 - Acquisition of The Space Technology Business | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Notes | ||||||||
Note 4 - Acquisition of The Space Technology Business | Note 4 – Acquisition of the SPACE Technology Business | |||||||
On October 29, 2014, the Company’s new parent company, World Assurance Group (WDAS) and two of WDAS’s wholly owned subsidiaries, World Global Group, Inc. (now named World Global Network Corp.) (“WGG”) and World Global Assets, Pte. Ltd. ("WGA"), entered into a Purchase And Intercompany License Agreement with the Company whereby WGA licensed certain intellectual property related to WGA’s ‘SPACE’ technology and brand to the Company pursuant to a License Agreement in exchange for a fee of $100 for each SPACE Computer unit produced and sold by the Company. | ||||||||
Subsequently, on January 30, 2015, the Company executed an Asset Purchase Agreement, which replaced and superseded the previous Purchase and Intercompany License Agreement effective as of October 29, 2014 and is retroactively effective as of October 29, 2014, whereby (i) WGA sold all of the SPACE technology and related asset, including certain intellectual property related to WGA’s ‘SPACE’ technology and brand/trademarks, to the Company, (ii) the Company repaid certain expenses and assumed liabilities in the total amount of approximately $550,000 (iii) WDAS agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock. | ||||||||
The SPACE technology business commenced in May 2014 and the results of its operations while owned by WDAS for the period from its inception in May 2014 to the date of its transfer to the Company effective October 28, 2014 were as follows: | ||||||||
SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM MAY 2014 TO OCTOBER 29, 2014 | ||||||||
Revenues | - | |||||||
Cost of revenues | - | |||||||
Gross profit (loss) | - | |||||||
Operating expenses | ||||||||
Sales and general administrative | 1,500 | |||||||
Research and development expenses | 453,172 | |||||||
Net (loss) | -454,672 | |||||||
Effective October 29, 2014, WDAS sold its SPACE technology business and certain related assets to the Company. In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from WDAS to the Company at the carrying value of such assets within the financial statements of WDAS at the time of transfer. Accordingly, the sole asset recorded by the Company as a result of this transaction was a supplier deposit for $103,226 as all other assets transferred had a carrying value of $0. As a condition of the acquisition, the Company agreed to reimburse WDAS for the supplier deposit and certain costs, totaling $454,672, incurred by WDAS in the development of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to WDAS in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred $(557,898) over carrying value of the assets assumed $(103,226) as a result of this being a transaction between entities under common control. | ||||||||
On a pro forma basis, assuming the Company had owned the SPACE technology business since its inception in May 2014, the Company’s’ financial results for the year ended December 31, 2014 would have been as follows: | ||||||||
SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM MAY 2014 TO OCTOBER 29, 2014 | SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM OCTOBER 29, 2014 TO DECEMBER 31, 2014. | DIS-CONTINUED OPERATIONS | PRO FORMA STATEMENT OF OPERATIONS | |||||
Revenues | - | - | - | - | ||||
Cost of revenues | - | - | - | - | ||||
Gross profit (loss) | - | - | - | - | ||||
Operating expenses | ||||||||
Sales and general administrative | 1,500 | 62,224 | - | 63,724 | ||||
Research and development expenses | 453,172 | 69,216 | - | 522,388 | ||||
Net loss from continuing operations | (454,672) | -131,440 | - | -586,112 | ||||
Loss from discontinued operation | - | - | -42,160 | -42,160 | ||||
Proforma net loss | (454,672) | (131,440) | (42,160) | (628,272) |
Note_5_Discontinued_Operations
Note 5 - Discontinued Operations | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes | |||
Note 5 - Discontinued Operations | Note 5 – Discontinued Operations | ||
Effective October 29, 2014, the Company ceased all activities relating to its brokerage and brand consultancy business. The operations relating to that business prior to October 29, 2014 are reported as discontinued in the statement of operations for the years ended December 31, 2014 and 2013. | |||
The components of the discontinued operations are as follows: | |||
For the twelve months | |||
December 31, 2014 | December 31, 2013 | ||
Revenues | $17,300 | $19,800 | |
Cost of revenue | 1,920 | 8,500 | |
Gross margins | $15,380 | $11,300 | |
Operating expenses: | |||
Sales and general administrative | 52,260 | 32,325 | |
Compensation - officers | 5,280 | 8,800 | |
Total operating expenses | 57,540 | 41,125 | |
Net Loss | $ (42,160) | $ (29,825) | |
Note_6_Stockholders_Deficit
Note 6 - Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 6 - Stockholders' Deficit | Note 6 – Stockholders’ Deficit |
Shares Authorized | |
Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per | |
Common stock | |
During the year ended December 31, 2014, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective on January 28, 2014. The Company sold 3,220,000 shares of common stock to 31 investors pursuant to this registration statement for $32,200 in cash. | |
On October 29, 2014, the Company sold 8,000,000 shares of its common stock at $0.25 per share for $2,000,000 to its parent company WDAS. The stock subscription had not been received by the Company prior to December 31, 2014 but has been received subsequent to year end. | |
Subscription due from Parent | |
The $2,000,000 proceeds from the sale of the 8,000,000 shares had not been received at December 31, 2014 and has been recorded in equity as due from parent. | |
The proceeds have subsequently been received during March 2015. | |
Additional Paid in Capital | |
On October 29, 2014, the former President and stockholders of the Company forgave advances of $16,048 and accrued compensation of $16,800 or $32,848 in aggregate. The gain on the forgiveness of these liabilities with related parties has been recorded as contributions to additional paid in capital. | |
On October 29, 2014, WDAS transferred its SPACE technology business and related to the Company for purchase consideration of $557,898. As the transaction was between entities under common control, the excess of liabilities incurred ($557,898) on the acquisition over carrying value of the assets assumed ($103,226) has been recognize as a reduction of additional paid in capital of $454,672. |
Note_7_Related_Party_Transacti
Note 7 - Related Party Transactions | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes | |||
Note 7 - Related Party Transactions | Note 7 – Related Party Transactions | ||
On October 29, 2014 the Company’s Parent Company, World Assurance Group (WDAS) and two of WDAS’s wholly owned subsidiaries, World Global Group, Inc. (now named World Global Network Corp.) (“WGG”) and World Global Assets, Pte. Ltd. ("WGA"), entered into a Purchase And Intercompany License Agreement with the Company whereby (i) WGA licensed certain intellectual property related to WGA’s ‘SPACE’ technology and brand to the Company pursuant to a License Agreement in exchange for a fee of $100 for each SPACE Computer unit produced and sold by the Company, (ii) WGG subleased certain real estate to the Company, and (iii) WGA agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock. | |||
As at December 31, 2014, the proceeds from the sale of the shares had not been received and have been recorded as ‘Due from Parent’ in Shareholders Deficit. The proceeds have subsequently been received during March 2015. | |||
Subsequently, on January 30, 2015, the Company executed an Asset Purchase Agreement, which replaced and superseded the previous Purchase and Intercompany License Agreement effective as of October 29, 2014 and is retroactively effective as of October 29, 2014, whereby (i) WGA sold all of the SPACE technology and related asset, including certain intellectual property related to WGA’s ‘SPACE’ technology and brand/trademarks, to the Company, (ii) the Company repaid certain expenses and assumed liabilities in the total amount of approximately $550,000 (iii) WDAS agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock. | |||
In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from WDAS to the Company at the carrying value of such assets within the financial statements of WDAS at the time of transfer. Accordingly, the sole asset recorded by the Company as a result of this transaction was a supplier deposit for $103,226 as all other assets transferred had a carrying value of $0. As a condition of the acquisition, the Company agreed to reimburse WDAS for the supplier deposit and certain costs, totaling $454,672, incurred by WDAS in the development of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to WDAS in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($557,898) over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control. | |||
90% of WDAS is beneficially owned and controlled by Fabio Galdi, our CEO and the CEO of WDAS. | |||
The Company subleases facilities with WGG and under its real estate sublease with WGG will be recharged rent and a cost allocation for the property at a fixed rate of $5,000 per month. In December of 2014, WGG was sold by WDAS to World Capital Holding (FZC), a company beneficially owned and controlled by Fabio Galdi, the Company’s CEO. The terms and conditions of the sublease from WGG to the Company remain in full force and effect. The Company recognized $10,000 of rental expense in respect of this lease during the year ended December 31, 2014. | |||
Consulting services from former President, Chief Executive Officer, Secretary and Treasurer and former Chief Financial Officer | |||
During the year ended December 31, 2014, $5,260 in officers’ compensation to the former President was recorded within Loss from Discontinued Operations. During the year ended December 31, 2013, $13,800 in officers’ compensation was recorded within Loss from Discontinued Operations. | |||
For the twelve months | |||
December 31, 2014 | December 31, 2013 | ||
Former President, Chief Executive Officer(s) | 5,260 | 9,000 | |
Former Chief Financial Officer, Secretary and Treasurer | - | 4,800 | |
$ 5,260 | $ 13,800 | ||
Payable to Related Parties | |||
Balance due to Directors and Officers | |||
As at December 31, 2014 and 2013 the Company owed its directors and officers $0 and $9,600 respectively. These amounts represent unpaid consulting fees, cash advances and expenses incurred on behalf of the Company. | |||
Balance due to WDAS | |||
As at December 31, 2014 and 2013 the Company owed WDAS $925,338 and $0 respectively. | |||
The balance at December 31, 2014 represented $557,898 payable as consideration for the transfer of the SPACE technology business and related asset from WDAS to the Company and the provision by WDAS of $367,490 working capital in payment of the Company’s operating expenses and deposits with suppliers in the period from October 29, 2014 to December 31, 2014. | |||
The balance is unsecured, due on demand and interest free. | |||
Forgiveness of Advances and Accrued Compensation from Former Officers | |||
On October 29, 2014, the Company settled amounts due to its former directors and officers, whereby the President and stockholders forgave advances of $16,048 and accrued compensation of $16,800 or $32,848 in aggregate. This amount was recorded as contributions to additional paid in capital. | |||
On December 1, 2013 the former President forgave advances of $680 and accrued compensation of $11,400, respectively or $12,080 in aggregate. This amount was recorded as a contribution to additional paid in capital. | |||
We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded $60,000. | |||
Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose her interest in a proposed transaction and will abstain from voting for or against the approval of such transaction. | |||
Family Relationships | |||
There are no family relationships among our officers and directors, other than Fabio Galdi and Alfonso Galdi, who are brothers. |
Note_8_Income_Tax
Note 8 - Income Tax | 12 Months Ended | ||
Dec. 31, 2014 | |||
Notes | |||
Note 8 - Income Tax | Note 8 – Income Tax | ||
Deferred Tax Assets | |||
At December 31, 2014, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of approximately $212,514 that may be offset against future taxable income through 2030 - 2034. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $72,255, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance. Following the change of ownership effective October 29, 2014, annual limitations may apply to the future use of these brought forward tax losses. | |||
Components of deferred tax assets at December 31, 2014 and 2013 are as follows: | |||
For the twelve months | |||
31-Dec-14 | 31-Dec-13 | ||
Net deferred tax assets – Non-current: | |||
Expected income tax benefit from NOL carry forwards | 72,255 | $ 5,837 | |
Less valuation allowances | -72,255 | -5,837 | |
Deferred tax assets, net of valuation allowance | $ - | $ - | |
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased approximately $66,418 and $4,474 for the fiscal years ended December 31, 2014 and 2013 respectively. | |||
Income Tax Provision in the Statements of Operations | |||
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: | |||
For the twelve months | |||
December 31, 2014 | December 31, 2013 | ||
Federal statutory income tax rate | 34% | 15% | |
Change in valuation allowance on net operating loss carry-forwards | -34% | -15% | |
Effective income tax rate | 0.00% | 0.00% |
Note_8_Subsequent_Events
Note 8 - Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 8 - Subsequent Events | Note 8 – Subsequent Events |
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were the following reportable subsequent events to be disclosed: | |
Receipt of proceeds from WDAS is return for issuance of 8,000,000 Common stock on October 29, 2014. | |
On March 23, 2015 the Company received $2,000,000 in cash due from World Assurance Group Inc. for the issuance of 8,000,000 common shares on October 29, 2014 pursuant to the Purchase And Intercompany License Agreement. | |
Unregistered Sales of Equity Securities | |
On March 25, 2015, the “Company” sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, at for $3,000,000 or $0.25 per share. Payment has been received for the sale of these shares. This represents a 44% beneficial ownership interest in the Company held directly by Mr. Fabio Galdi. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), provided by Section 4(2) of the Securities Act. | |
Entry into a Material Definitive Agreement. | |
On March 30, 2015, World Media & Technology Corp., a Nevada corporation (“WRMT” or the “Purchaser”), a majority owned subsidiary of World Assurance Group, Inc., a Nevada corporation (“WDAS” or “Parent”), PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”) entered into a Common Stock Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller, 350 shares of PayNovi’s common stock, which represents 35% of PayNovi’s total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMT’s common stock, which represents 5% of WRMT’s total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of WDAS’s common stock, which represents 5% of WDAS’s total issued and outstanding shares of the Closing Date, being issued to the Seller. The SPA provides for certain additional rights and obligations of the parties, including PayNovi agreeing to certain provisions relating to public disclosure, confidentiality, consents and filings, and transfer and additional issuance restrictions. The closing of the issuance of all of the shares occurred on March 31, 2015. The description of the SPA above is qualified in its entirety by reference to the full text of the SPA filed as Exhibit 10.4 hereto. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Basis of Presentation | Basis of Presentation |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies: Development Stage Company (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Development Stage Company | Development Stage Company |
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. | |
The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company. |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies: Use of Estimates and Assumptions (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions 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. | |
The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. | |
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. | |
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. | |
Actual results could differ from those estimates. |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies: Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Cash Equivalents | Cash Equivalents |
The Company considers all highly liquid investments with maturity of three months or less to be cash and cash equivalents. |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Fair Value of Financial Instruments | Fair value of financial instruments |
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. | |
To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |
Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date | |
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. | |
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. | |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. | |
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments. | |
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. | |
It is not however practical to determine the fair value of advances from stockholders, if any, due to their related party nature. |
Note_2_Summary_of_Significant_6
Note 2 - Summary of Significant Accounting Policies: Related Parties (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Related Parties | Related parties |
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. | |
Pursuant to Section 850-10-20 the Related parties include: (a). affiliates of the Company; (b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d). principal owners of the Company; (e). management of the Company; (f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. | |
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a). the nature of the relationship(s) involved; (b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies: Commitments and Contingencies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Commitments and Contingencies | Commitments and contingencies |
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. | |
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. |
Note_2_Summary_of_Significant_8
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Revenue Recognition | Revenue Recognition |
The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | |
The Company derives its revenues from sales of products and services to end users via distribution partners, with revenues being generated upon delivery of the products and/or the services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive. |
Note_2_Summary_of_Significant_9
Note 2 - Summary of Significant Accounting Policies: Sales, Marketing and Advertising (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Sales, Marketing and Advertising | Sales, Marketing and Advertising |
We use a variety of marketing, sales and support activities to generate and cultivate ongoing customer demand for our products and services, acquire new customers. We currently sell exclusively through indirect channels. As a result our sales supports efforts are limited to training the indirect channels on the merits of our products over competitive options. We incur promotional costs by way of distributor conferences and sponsoring distributor events with their downstream retail channels and end customers. We will closely track and monitor customer acquisition costs to assess how we are deploying our marketing, sales and customer support spending. | |
Marketing. We track and measure our marketing costs closely across all channels so that we can acquire customers in a cost-efficient manner. | |
Indirect Sales. Our indirect sales channel will operate through a number of direct sales organizations that help broaden the adoption of our services without the need for a large direct field sales force. | |
Customer Support. While our intuitive and easy-to-use user interface serves to reduce our customers’ need for support, we provide online and phone customer support as well as post-sale implementation support, to help customers configure and use our solution. We track and measure our customer satisfaction and our support costs closely across all channels to provide a high level of customer service in a cost-efficient manner. Customer support is outsourced to specialist service providers who already experience economies of scale from providing such services to multiple organizations. |
Recovered_Sheet1
Note 2 - Summary of Significant Accounting Policies: Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Research and Development | Research and Development |
During the period from inception of the SPACE wearable technology and Lumina glasses business in May 2014 through to December 31, 2014, a total of $522,388 has been incurred in research and development costs. Of this balance, $454,672 was incurred while the SPACE business was owned by WDAS prior to its transfer to the Company on October 29, 2014 and $69,216 was incurred by the Company after it had acquired the business on October 29, 2014. | |
In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from WDAS to the Company at the carrying value of such assets within the financial statements of WDAS at the time of transfer. The carrying value of the research and development work that had been performed by WDAS at October 29, 2015 was $0 and such costs were expensed in full as incurred. Accordingly, no value was assigned to the transfer of the completed research and development from WDAS to the Company. However, as a condition of the acquisition, the Company agreed to reimburse WDAS for the research and development work performed by WDAS on the SPACE technology prior to October 29, 2014. Consequently, as a result of the acquisition, the Company recorded an intercompany payable to WDAS in the amount and a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($454,672) over carrying value of the research and development assumed ($0) as a result of this being a transaction between entities under common control. | |
The $69,216 research and development incurred by the Company after its acquisition of the SPACE technology business was expensed as incurred. | |
Our research and development has been primarily focused on bringing the first product Lumina Glasses to market in 2015. The research and development expenses throughout 2014 include the design, parts sourcing and prototyping of the Lumina Glasses. We expect that research and development expenses will increase throughout 2015 as the next generation of the Lumina and other SPACE products are continuously improved and additional products and feature types are added. We expect to continue to outsource the main development activities and use expert consultants where required to ensure consistent iterations of products and related services. |
Recovered_Sheet2
Note 2 - Summary of Significant Accounting Policies: Intellectual Property (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Intellectual Property | Intellectual Property |
Our success and ability to compete effectively are dependent in part upon our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other contractual restrictions, to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationships, we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology. | |
To date, we do not have any federally registered trademarks but do plan to initiate such registrations during 2015. | |
We do not currently have any patents or patent applications in process. Any future patent applications with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to affix copyright notices on our product literature in order to assert copyright protection for these works. | |
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to duplicate aspects of our products or to obtain and use information that we regard as proprietary. Our steps to protect our proprietary technology may not be adequate to prevent misappropriation of such technology, and may not preclude competitors from independently developing products with functionality or features similar to our products. If we fail to protect our proprietary technology, our business, financial condition and results of operations could be harmed significantly. | |
Consumer technology markets have been characterized by substantial litigation regarding patent and other intellectual property rights. Litigation, which could result in substantial cost to and diversion of our efforts, may be necessary to enforce trademarks issued to us or to determine the enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us to costs related to changing names and a loss of established brand recognition. |
Recovered_Sheet3
Note 2 - Summary of Significant Accounting Policies: Income Tax Provision (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Income Tax Provision | Income Tax Provision |
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. | |
Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | |
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. | |
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry- forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. | |
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Recovered_Sheet4
Note 2 - Summary of Significant Accounting Policies: Uncertain Tax Positions (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Uncertain Tax Positions | Uncertain Tax Positions |
The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2014 and 2013. | |
Net income (loss) per common share | |
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. | |
There were no potentially dilutive shares issued or outstanding during the fiscal years ended December 31, 2013 and 2012. |
Recovered_Sheet5
Note 2 - Summary of Significant Accounting Policies: Cash Flows Reporting (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Cash Flows Reporting | Cash flows reporting |
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | |
The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification . |
Recovered_Sheet6
Note 2 - Summary of Significant Accounting Policies: Subsequent Events (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Subsequent Events | Subsequent events |
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recovered_Sheet7
Note 2 - Summary of Significant Accounting Policies: Reclassification (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Reclassification | Reclassification |
Certain amounts from prior periods may have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders’ deficit as a result of these reclassifications. |
Recovered_Sheet8
Note 2 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently issued 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 the results of its operations. |
Note_4_Acquisition_of_The_Spac1
Note 4 - Acquisition of The Space Technology Business: Schedule of Business Acquisitions, by Acquisition (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Tables/Schedules | ||
Schedule of Business Acquisitions, by Acquisition | ||
SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM MAY 2014 TO OCTOBER 29, 2014 | ||
Revenues | - | |
Cost of revenues | - | |
Gross profit (loss) | - | |
Operating expenses | ||
Sales and general administrative | 1,500 | |
Research and development expenses | 453,172 | |
Net (loss) | -454,672 |
Note_4_Acquisition_of_The_Spac2
Note 4 - Acquisition of The Space Technology Business: Business Acquisition, Pro Forma Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Tables/Schedules | ||||||||
Business Acquisition, Pro Forma Information | ||||||||
SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM MAY 2014 TO OCTOBER 29, 2014 | SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM OCTOBER 29, 2014 TO DECEMBER 31, 2014. | DIS-CONTINUED OPERATIONS | PRO FORMA STATEMENT OF OPERATIONS | |||||
Revenues | - | - | - | - | ||||
Cost of revenues | - | - | - | - | ||||
Gross profit (loss) | - | - | - | - | ||||
Operating expenses | ||||||||
Sales and general administrative | 1,500 | 62,224 | - | 63,724 | ||||
Research and development expenses | 453,172 | 69,216 | - | 522,388 | ||||
Net loss from continuing operations | (454,672) | -131,440 | - | -586,112 | ||||
Loss from discontinued operation | - | - | -42,160 | -42,160 | ||||
Proforma net loss | (454,672) | (131,440) | (42,160) | (628,272) |
Note_5_Discontinued_Operations1
Note 5 - Discontinued Operations: Disposal Groups, Including Discontinued Operations (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Disposal Groups, Including Discontinued Operations | |||
For the twelve months | |||
December 31, 2014 | December 31, 2013 | ||
Revenues | $17,300 | $19,800 | |
Cost of revenue | 1,920 | 8,500 | |
Gross margins | $15,380 | $11,300 | |
Operating expenses: | |||
Sales and general administrative | 52,260 | 32,325 | |
Compensation - officers | 5,280 | 8,800 | |
Total operating expenses | 57,540 | 41,125 | |
Net Loss | $ (42,160) | $ (29,825) |
Note_7_Related_Party_Transacti1
Note 7 - Related Party Transactions: Schedule of Related Party Transactions (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Related Party Transactions | |||
For the twelve months | |||
December 31, 2014 | December 31, 2013 | ||
Former President, Chief Executive Officer(s) | 5,260 | 9,000 | |
Former Chief Financial Officer, Secretary and Treasurer | - | 4,800 | |
$ 5,260 | $ 13,800 |
Note_8_Income_Tax_Schedule_of_
Note 8 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Deferred Tax Assets and Liabilities | |||
For the twelve months | |||
31-Dec-14 | 31-Dec-13 | ||
Net deferred tax assets – Non-current: | |||
Expected income tax benefit from NOL carry forwards | 72,255 | $ 5,837 | |
Less valuation allowances | -72,255 | -5,837 | |
Deferred tax assets, net of valuation allowance | $ - | $ - |
Note_8_Income_Tax_Schedule_of_1
Note 8 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Tables/Schedules | |||
Schedule of Effective Income Tax Rate Reconciliation | |||
For the twelve months | |||
December 31, 2014 | December 31, 2013 | ||
Federal statutory income tax rate | 34% | 15% | |
Change in valuation allowance on net operating loss carry-forwards | -34% | -15% | |
Effective income tax rate | 0.00% | 0.00% |
Recovered_Sheet9
Note 2 - Summary of Significant Accounting Policies: Research and Development (Details) (USD $) | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Oct. 29, 2014 | Dec. 31, 2013 | |
Details | ||||
Research and development expenses | $522,388 | $69,216 | ||
Additional paid-in capital | $1,611,236 | $1,611,236 | $454,672 | $12,080 |
Note_4_Acquisition_of_The_Spac3
Note 4 - Acquisition of The Space Technology Business (Details) (USD $) | 3 Months Ended | |||
Jan. 30, 2015 | Dec. 31, 2014 | Oct. 29, 2014 | Dec. 31, 2013 | |
Details | ||||
Business Acquisition, Purchase Price Allocation, Liabilities Assumed | $550,000 | |||
Stock Issued During Period, Value, Acquisitions | 2,000,000 | |||
Stock Issued During Period, Shares, Acquisitions | 8,000,000 | |||
Deposits with suppliers | 340,226 | 103,226 | 1,512 | |
Reimbursement of Deposit | 454,672 | |||
TOTAL CURRENT ASSETS | 340,280 | 103,226 | 4,718 | |
Accounts Payable, Other, Current | 557,898 | |||
Reduction in Additional Paid in Capital | 454,672 | |||
Business Acquisition, Cost of Acquired Entity, Liabilities Incurred | -557,898 | |||
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net | ($103,226) |
Note_4_Acquisition_of_The_Spac4
Note 4 - Acquisition of The Space Technology Business: Schedule of Business Acquisitions, by Acquisition (Details) (USD $) | 8 Months Ended | 12 Months Ended | 2 Months Ended | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Oct. 29, 2014 | |
Revenues | |||||
Research and development expenses | 522,388 | 69,216 | |||
Historic costs | -454,672 | ||||
Space Technology Business | |||||
Selling, General and Administrative Expense | 62,224 | 1,500 | |||
Research and development expenses | 69,216 | 453,172 | |||
Historic costs | ($454,672) |
Note_4_Acquisition_of_The_Spac5
Note 4 - Acquisition of The Space Technology Business: Business Acquisition, Pro Forma Information (Details) (USD $) | 8 Months Ended | 12 Months Ended | 2 Months Ended | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Oct. 29, 2014 | |
Revenues | |||||
Research and development expenses | 522,388 | 69,216 | |||
Net loss from continuing operations | -131,440 | ||||
Loss from discontinued operations | -42,160 | -29,825 | |||
Space Technology Business | |||||
Selling, General and Administrative Expense | 62,224 | 1,500 | |||
Research and development expenses | 69,216 | 453,172 | |||
Net loss from continuing operations | -131,440 | -454,672 | |||
Business Acquisition, Pro Forma Net Income (Loss) | -131,440 | -454,672 | |||
Space Technology Business Discontinued Operations | |||||
Loss from discontinued operations | -42,160 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | -42,160 | ||||
Space Technology Business Pro Forma Statement of Operations | |||||
Selling, General and Administrative Expense | 63,724 | ||||
Research and development expenses | 522,388 | ||||
Net loss from continuing operations | -586,112 | ||||
Loss from discontinued operations | -42,160 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | ($628,272) |
Note_5_Discontinued_Operations2
Note 5 - Discontinued Operations: Disposal Groups, Including Discontinued Operations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | ||
TOTAL OPERATING EXPENSES | 131,440 | |
Net Loss | -173,600 | -29,825 |
Discontinued Operations | ||
Revenues | 17,300 | 19,800 |
Cost of revenue | 1,920 | 8,500 |
Gross profit | 15,380 | 11,300 |
Selling, General and Administrative Expense | 52,260 | 32,325 |
Salaries, Wages and Officers' Compensation | 5,280 | 8,800 |
TOTAL OPERATING EXPENSES | 57,540 | 41,125 |
Net Loss | ($42,160) | ($29,825) |
Note_6_Stockholders_Deficit_De
Note 6 - Stockholders' Deficit (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 29, 2014 | Dec. 31, 2013 | |
Details | |||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | |
Common Stock, Par Value | $0.00 | $0.25 | $0.00 |
Common Stock Shares Sold | 8,000,000 | ||
Proceeds from Issuance of Common Stock | $32,200 | ||
Proceeds from Sale of Common Stock | 2,000,000 | ||
Due from Related Parties, Current | 2,000,000 | ||
Due from Related Party, Shares | 8,000,000 | ||
Advance Forgiven | 16,048 | ||
Accrued Compensation | $16,800 |
Note_7_Related_Party_Transacti2
Note 7 - Related Party Transactions (Details) (USD $) | 11 Months Ended | 12 Months Ended | |
Dec. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Details | |||
Operating Leases, Rent Expense | $5,000 | ||
Officers' Compensation | 5,260 | 13,800 | |
Due to Officers or Stockholders, Current | 0 | 9,600 | |
Due to Affiliate, Current | 925,338 | 0 | |
Business Combination, Consideration Transferred | 557,898 | ||
Working Capital | 367,490 | ||
Accrued compensation officer forgiven and contributed to capital | $12,080 |
Note_7_Related_Party_Transacti3
Note 7 - Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Former President and CEO | ||
Salaries, Wages and Officers' Compensation | $5,260 | $9,000 |
Former Chief Financial Officer, Secretary and Treasurer | ||
Salaries, Wages and Officers' Compensation | 4,800 | |
Total | ||
Salaries, Wages and Officers' Compensation | $5,260 | $13,800 |
Note_8_Income_Tax_Details
Note 8 - Income Tax (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Operating Loss Carryforwards | $212,514 | |
Deferred Income Tax Assets, Net | 72,255 | |
Valuation Allowance, Amount | $66,418 | $4,474 |
Note_8_Income_Tax_Schedule_of_2
Note 8 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||
Deferred Tax Assets, Other Tax Carryforwards | $72,255 | $5,837 |
Deferred Tax Assets, Valuation Allowance, Current | ($72,255) | ($5,837) |
Note_8_Income_Tax_Schedule_of_3
Note 8 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Details | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 15.00% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | -34.00% | -15.00% |
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
Note_8_Subsequent_Events_Detai
Note 8 - Subsequent Events (Details) (USD $) | Dec. 31, 2014 | Oct. 29, 2014 | Dec. 31, 2013 | Mar. 23, 2015 | Mar. 25, 2015 |
Common Stock, Shares Issued | 15,220,000 | 4,000,000 | |||
Common Stock Shares Sold | 8,000,000 | ||||
Proceeds from Sale of Common Stock | $2,000,000 | ||||
World Assurance Group, Inc. | |||||
Due from Related Parties | 2,000,000 | ||||
Common Stock, Shares Issued | 8,000,000 | ||||
Fabio Galdi | |||||
Common Stock Shares Sold | 12,000,000 | ||||
Proceeds from Sale of Common Stock | $3,000,000 |