Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2013 | |
Document and Entity Information: | ||
Entity Registrant Name | Zaxis International Inc. | |
Document Type | S1 | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | false | |
Entity Central Index Key | 797,542 | |
Current Fiscal Year End Date | --12-31 | |
Entity Public Float | $ 45,000 | |
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 | 2,015 | |
Document Fiscal Period Focus | FY |
Zaxis International Inc. - Bala
Zaxis International Inc. - Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current assets: | ||||
Cash | $ 554,564 | $ 1,000 | $ 0 | |
Total current assets | 554,564 | 1,000 | 0 | |
Total Assets | 554,564 | 1,000 | 0 | |
Current Liabilities: | ||||
Accounts payable - trade | 0 | 7,500 | 0 | |
Accrued interest | 36,556 | 35,305 | 32,050 | |
Advances payable | 120,979 | 120,979 | 0 | |
Advances payable to related parties | 0 | 0 | 161,729 | |
Convertible notes payable to related parties | 0 | 0 | 85,000 | |
Total current liabilities | 157,535 | 163,784 | 278,779 | |
Long-term liabilities: | ||||
Notes payable | 37,375 | 22,375 | 0 | |
Total liabilities | $ 194,910 | $ 186,159 | $ 278,779 | |
Stockholders' deficiency: | ||||
Preferred stock | [1] | |||
Common stock | [2] | $ 455 | $ 455 | $ 42 |
Stock payable | 780,000 | 0 | 0 | |
Additional paid in capital | 390,210 | 388,450 | 121,373 | |
Accumulated deficit | (811,011) | (574,064) | (400,194) | |
Total Stockholders' Deficit | 359,654 | (185,159) | (278,779) | |
Total Liabilities and Stockholders' Deficit | $ 554,564 | $ 1,000 | $ 0 | |
[1] | $0.0001 par value; 10,000,000 shares authorized; none issued | |||
[2] | $0.0001 par value; 490,000,000 shares authorized; 4,550,602; 4,548,782 and 423,782 issued and outstanding at March 31, 2015; December 31, 2014 and 2013, respectively. |
Zaxis International Inc. - Stat
Zaxis International Inc. - Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statements of Operations | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses: | ||||
General and administrative | (43,936) | 7,750 | 28,125 | 41,200 |
Other epenses - advances to related parties | (190,000) | 0 | 0 | 0 |
Total expenses | (233,936) | 7,750 | 28,125 | 41,200 |
Loss from operations | (233,936) | (7,750) | (28,125) | (41,200) |
Interest expense | (3,011) | (2,371) | (20,745) | (10,200) |
Amortization of debt discount | 0 | 0 | (125,000) | 0 |
Financial income (expense) | (3,011) | (2,371) | (145,745) | (10,200) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (236,947) | $ (10,121) | $ (173,870) | $ (51,400) |
Basic net loss per share | $ (0.05) | $ (0.01) | $ (0.26) | $ (0.12) |
Weighted average shares outstanding - basic | 4,550,602 | 1,695,126 | 661,111 | 423,782 |
Zaxis International Inc. - Sta4
Zaxis International Inc. - Statement of Stockholders' Deficit | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock, Share | ||
Balance | 423,782 | 423,782 |
Imputed related party interest | ||
Stock issued upon conversion on notes payable | 4,125,000 | |
Discount on convertible notes | ||
Net loss year end | ||
Balance1 | 4,548,782 | 423,782 |
Common Stock, Amount | ||
Balance | 42 | 42 |
Imputed related party interest | ||
Stock issued upon conversion on notes payable | 413 | |
Discount on convertible notes | ||
Net loss year end | ||
Balance1 | 455 | 42 |
Additional Paid-In Capital | ||
Balance | 121,373 | 121,373 |
Imputed related party interest | 17,490 | |
Stock issued upon conversion on notes payable | 124,587 | |
Discount on convertible notes | 125,000 | |
Net loss year end | ||
Balance1 | 388,450 | 121,373 |
Accumulated Deficit | ||
Balance | (400,194) | (348,794) |
Imputed related party interest | ||
Stock issued upon conversion on notes payable | ||
Discount on convertible notes | ||
Net loss year end | (173,870) | (51,400) |
Balance1 | (574,064) | (400,194) |
Total Shareholders' Deficit | ||
Balance | (278,779) | (227,379) |
Imputed related party interest | 17,490 | |
Stock issued upon conversion on notes payable | 125,000 | |
Discount on convertible notes | 125,000 | |
Net loss year end | (173,870) | (51,400) |
Balance1 | (185,159) | (278,779) |
Zaxis International Inc. - Sta5
Zaxis International Inc. - Statements of Cash Flows | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash flows from operating activities: | ||||
Net loss | (236,947) | (10,121) | (173,870) | (51,400) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Expenses paid by related parties | 0 | 0 | 21,625 | 0 |
Fair value of services provided by related party | 0 | 0 | 0 | 36,000 |
Imputed interest | 1,760 | 0 | 17,490 | 0 |
Amortization of debt discount | 0 | 0 | 125,000 | 0 |
Increase (decrease) in accounts payable | $ (7,500) | $ 0 | $ 7,500 | $ 0 |
Increase (decrease) in accrued liabilities | 1,251 | 7,621 | 3,255 | 9,450 |
Cash flows used by operating activities | (241,436) | (2,500) | 1,000 | (5,959) |
Cash flows from investing activities: | ||||
Cash used in investing activities | $ 0 | $ 0 | $ 0 | $ 0 |
Cash flows from financing activities: | ||||
Advances from related parties | 0 | 2,500 | 0 | 5,950 |
Issuance of non-convertible note | 15,000 | 0 | 0 | 0 |
Proceed from sale of common stock | 780,000 | 0 | 0 | 5,950 |
Cash generated by financing activities | 795,000 | 2,500 | 0 | 5,950 |
Change in cash | $ 553,564 | $ 0 | $ 1,000 | $ 0 |
Cash - beginning of period | 1,000 | 0 | 0 | 0 |
Cash - end of period | 554,564 | 0 | 0 | 0 |
Supplemental cash flow disclosure: | ||||
4,125,000 shares of common stock issued upon debt conversion | 0 | 0 | 125,000 | 0 |
BCF of debt discount on convertible notes | 0 | 0 | 0 | 0 |
Related party advances converted to convertible note payable | 0 | 0 | 40,000 | 0 |
Related party debt transferred to unrelated party | 0 | 0 | 120,979 | 0 |
Note 1. The Company
Note 1. The Company | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 1. The Company | Note 1. The Company Organizational Background: Basis of Presentation: Significant Accounting Policies Use of Estimates: Cash and Cash Equivalents: Property and Equipment: Valuation of Long-Lived Assets: Stock Based Compensation: Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: Fair Value of Financial Instruments: Fair Value Measurements: Level 1: Level 2: Level 3: The assets or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on March 31, 2015 and the year then ended on a recurring basis: Fair Value Measurements at March 31, 2015 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended March 31, 2015 and December 31, 2014, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Earnings per Common Share: Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. Uncertain Tax Positions: Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. We are not under examination by any jurisdiction for any tax year. At March 31, 2015 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. | Note 1. The Company and Significant Accounting Policies. Organizational Background: Basis of Presentation: Significant Accounting Policies Use of Estimates: Cash and Cash Equivalents: Property and Equipment: Valuation of Long-Lived Assets: Stock Based Compensation: Accounting For Obligations And Instruments Potentially To Be Settled In The Companys Own Stock: We account for obligations and instruments potentially to be settled in the Companys stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Companys own stock. Fair Value of Financial Instruments: Fair Value Measurements: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The assets or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognized at fair value on December 31, 2014 and the year then ended on a recurring basis: Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2013 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended December 31, 2014 and 2013, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Earnings per Common Share: ASC 260, Earning per Share Income Taxes: Accounting for Income Taxes We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than expected ultimate assessment. ASC 740 requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. Uncertain Tax Positions: Accounting for Uncertain Income Tax Positions Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. We are not under examination by any jurisdiction for any tax year. At December 31, 2014 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. |
Note 2. Going Concern
Note 2. Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 2. Going Concern | Note 2. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses, has negative operational cash flows and has no revenues. The future of the Company is dependent upon Management success in its efforts and limited resources to pursue and effect a business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. | Note 2. Going Concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Note 3. Stockholders' Equity
Note 3. Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 3. Stockholders' Equity | Note 3. Stockholders' Equity On January 8, 2015 the shareholders approved a resolution to increase the authorized common shares from 100,000,000 to 490,000,000 shares. All other provisions of the common shares remain unchanged. Also on that date, the Company declared a reverse split of common stock at the ration of 1:4. The stock split was effective January 8, 2015 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred at January 1, 2012. Recent Issuances of Common Stock During the period ended December 31, 2014 we issued 4,125,000 shares of our common stock (16,500,000 pre-reverse stock split) in exchange for converting $125,000 of promissory notes. Between January 15, 2015 and March 15, 2015 the Company sold a total of 2,052,000 units for cash consideration of $780,000 at a price of $0.40 (the "Units"), each unit comprised of one share of common stock and one Class A warrant exercisable at $0.80 per share with a term 24 month. The relative fair value of the stock with embedded warrants was $351,419 for the common stock and $428,581 for the class A warrants. The warrants were valued using the Black-Scholes model with 216% volatility and discount rates ranging between 0.44% to 0.7%. The cash consideration is reflected in stock payable as shares will be issued after reverse merger is completed. | Note 3. Stockholders' Equity. On January 8, 2015 the shareholders approved a resolution to increase the authorized common shares from 100,000,000 to 490,000,000 shares. All other provisions of the common shares remain unchanged. Also on that date The Company declared a reverse split of common stock at the ration of 1:4. The stock split was effective January 8, 2015 for holders of record as of that date. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred at January 1, 2012. Recent Issuances of Common Stock During the year ended December 31, 2014 we issued 4,125,000 shares of our common stock (16,500,000 pre-reverse stock split) in exchange for converting $125,000 of promissory notes. |
Note 4. Related Party Transacti
Note 4. Related Party Transactions Not Disclosed Elsewhere | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 4. Related Party Transactions Not Disclosed Elsewhere. | Note 7. Advances to Related Party On February 3, 2015 and March 23, 2015, $90,000 and $100,000, respectively, were advanced to a company that Zaxis is in merger discussions with. These loans shall bear interest at the rate of one (1%) percent per annum (the "Interest Rate") and shall be due and payable ninety (90) days from the date of the Loan (the "Maturity Date"). Since collectability is not reasonably assured this amount is being expensed in the statement of operations. The ability of the third party loanee Emerald Medical Applications Ltd to repay the loans as a standalone company is highly in doubt since it used the loan proceeds for ongoing business operations. If, for any reason, the merger with Zaxis, which is in advance stages of closing, does not close Emerald Medical Applications Ltd will not have sufficient funds to repay the loan. | Note 4. Related party transactions not disclosed elsewhere. On March 25, 2014, our President and principal shareholder assigned accumulated advances and accruals totaling $124,229, to an unaffiliated third party. The advances carry no specific terms of repayment. On December 15, 2015, $22,375 of the then outstanding balance was converted to a promissory note (see Note 4 below). A summary of transactions is as follows: 2014 2013 Beginning balance $ 161,729 $ 119,779 Increase due to payments made on behalf of the company $ 21,625 $ 41,950 Less March 24, 2014 conversion to convertible note $ (40,000) $ - Less December 15, 2014 conversion to promissory note $ (22,375) $ - Obligation transferred to unrelated party $ (120,979) $ - Total - 161,729 Less current portion - (161,729) Due after one year $ - $ - There was no stated term of interest associated with this obligation. Accordingly, the company imputed interest at an appropriate rate estimated at 8% as prescribed under FASB ASC 835. The resultant charge of $11,210 to interest expense was considered a contribution of capital. |
Note 5. Notes Payable
Note 5. Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 5. Notes Payable | Note 5. Notes Payable Convertible Notes Payable On October 2, 2009, we issued to our former President and principal shareholder a convertible promissory note in the principal amount of $35,000 bearing interest of 12% per annum (the "2009 Note") in consideration of cash advances made to the Company. The 2009 Note provided had an initial conversion price of $0.10 per share. On March 24, 2014, the board authorized a reduction of the interest rate from 12% per annum to 1% per annum and an adjustment of the conversion rate from $0.10 per share to $0.01 per share. The maturity date was extended from December 31, 2014 to July 1, 2016. On March 24, 2014, our former President and principal shareholder transferred and assigned the 2009 Note and its related accrued interest to five unaffiliated parties each of which have the same interest rate and conversion price. On August 1, 2011, we issued to our former President and principal shareholder a convertible promissory note in the principal amount of $50,000 bearing interest of 12% per annum (the "2011 Note") in consideration of cash advances made to the Company. The 2011 Note provided for an initial conversion price of $0.03 per share. On March 24, 2014, the board authorized a reduction of the interest rate from 12% per annum to 1% per annum and an adjustment of the conversion price from $0.03 per share to $0.01 per share. The maturity date was extended from December 31, 2014 to July 1, 2016. On March 24, 2014, our former President and principal shareholder transferred and assigned the 2011 Note and its related accrued interest to five unaffiliated parties, each of which have the same interest rate and conversion price. On March 24, 2014, we issued a convertible promissory note in the amount of $40,000 to an unaffiliated party in consideration for past services provided to the Company. The Note bears interest at the rate of 1% per annum, is due and payable on March 24, 2015 and is convertible at a price of $0.005 per share. On March 24, 2014, the holder of the 2014 Note transferred and assigned the 2014 Note to five unaffiliated parties bearing the same interest rate and conversion price. In connection with the transfer and assignment of the 2014 Note, the Company agreed to extend the maturity date from March 24, 2015 to July 1, 2016. On December 10, 2014, upon the request of all fifteen note holders, all convertible promissory notes in the aggregate principal amount of $125,000 were converted into 4,125,000 shares (16,500,000 pre-reverse stock split) consistent with the provisions of the notes. Related accrued interest of $35,295 was not included in the conversion and remains unpaid at March 31, 2015. In accordance to ASC #815, Accounting for Derivative Instruments and Hedging Activities, we evaluated the holder's non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the Note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted for as derivative financial instruments. Additionally, since the conversion price of the two notes represented the fair market value of the Company's common stock at the time of issuance, no beneficial conversion feature exists. We believe that the Company's shares of common stock is and have been very thinly traded during the last 3 years and that the fair value of the stock price was deemed not to be a fair value. Management decided that because the Company's ability to continue as a going concern was in question and that it has no revenue sources that the conversion price was a better measure of fair market value. Based on that decision, no beneficial conversion feature was reflected in the financial statements. Non-Convertible Payable On December 15, 2014, we issued a promissory note in the amount of $22,375 to an unaffiliated party in consideration for payments made on behalf of the Company for service provided to the Company (the "December 2014 Note"). The December 2014 Note bears interest at the rate of 1% per annum, is due and payable on January 15, 2016 and is not convertible to common stock. On January 14 and 16, 2015, we issued two promissory notes in the amount of $15,000 each to two different unaffiliated party in consideration for cash transferred to the Company (the "January 2015 Notes"). The January 2015 Notes bears interest at the rate of 1% per annum, are due and payable on January 14 and 16, 2016 and are not convertible to common stock. One of the notes was repaid in full during the quarter with interest due waived the by the debtor, with the second note shown in notes payable balance. We concluded that these notes have a stated rate of interest that is different from the rate of interest that is appropriate for this type of debt at the date of the transaction. Accordingly, the company imputed interest at an appropriate rate estimated at 8% as prescribed under FASB ASC 835. The resultant charge of $6,280 for the period ending December 31, 2014 and $1,760 for the period ending March 31, 2015 to interest expense was considered a contribution of capital. For the periods ending March 31, 2015 and December 31, 2014 the Company has recognized $1,251 and $3,255 respectively in accrued interest expense related to the stated interest rate on the notes and has recognized $1,760 and $17,490 in imputed interest expense. | Note 5. Notes Payable. Convertible Notes Payable On October 2, 2009, we issued to our former President and principal shareholder a convertible promissory note in the principal amount of $35,000 bearing interest of 12% per annum (the "2009 Note") in consideration of cash advances made to the Company. The 2009 Note provided for an initial conversion price of $0.10 per share. On March 24, 2014, the board authorized a reduction of the interest rate from 12% per annum to 1% per annum and an adjustment of the conversion rate from $0.10 per share to $0.01 per share. The maturity date was extended from December 31, 2014 to July 1, 2016. On March 24, 2014, our former President and principal shareholder transferred and assigned the 2009 Note and its related accrued interest to five unaffiliated parties each of which have the same interest rate and conversion price. On August 1, 2011, we issued to our former President and principal shareholder a convertible promissory note in the principal amount of $50,000 bearing interest of 12% per annum (the "2011 Note") in consideration of cash advances made to the Company. The 2011 Note provided for an initial conversion price of $0.03 per share. On March 24, 2014, the board authorized a reduction of the interest rate from 12% per annum to 1% per annum and an adjustment of the conversion price from $0.03 per share to $0.01 per share. The maturity date was extended from December 31, 2014 to July 1, 2016. On March 24, 2014, our former President and principal shareholder transferred and assigned the 2011 Note and its related accrued interest to five unaffiliated parties, each of which have the same interest rate and conversion price. On March 24, 2014, we issued a convertible promissory note in the amount of $40,000 to an unaffiliated party in consideration for past services provided to the Company. The Note bears interest at the rate of 1% per annum, is due and payable on March 24, 2015 and is convertible at a price of $0.005 per share. On March 24, 2014, the holder of the 2014 Note transferred and assigned the 2014 Note to five unaffiliated parties bearing the same interest rate and conversion price. In connection with the transfer and assignment of the 2014 Note, the Company agreed to extend the maturity date from March 24, 2015 to July 1, 2016. In accordance to FASB ASC 815, Accounting for Derivative Instruments and Hedging Activities, we evaluated the holders non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the Note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted for as derivative financial instruments. In accordance with FASB ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists because the effective conversion price was less than the quoted market price at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF of $125,000 has been recorded as a discount to the 2014 notes payable and a corresponding entry to Additional Paid-in Capital. We generally amortize this discount to expense over the stated term of the each note. On December 10, 2014, all fifteen convertible promissory notes in the aggregate principal amount of $125,000 converted to 4,125,000 shares (16,500,000 pre-reverse stock split) consistent with the provisions of the notes. Upon the conversion all remaining unamortized debt discount arising from the BCF was immediately accelerated. This resulted in $125,000 of amortization expense in 2014. Related accrued interest of $35,295 was not included in the conversion and remains unpaid at December 31, 2014. Note Payable - Not Convertible On December 15, 2014, we issued a promissory note in the amount of $22,375 to an unaffiliated party in consideration for payments made to outside service providers of the Company. The Note bears interest at the rate of 1% per annum, is due and payable on January 15, 2016 and is not convertible to common stock. We concluded that these notes have a stated rate of interest that is different from the rate of interest that is appropriate for this type of debt at the date of the transaction. ay Accordingly, the company imputed interest at an appropriate rate estimated at 8% as prescribed under FASB ASC 835. The resultant charge of $6,280 to interest expense was considered a contribution of capital. For the period ended December 31, 2014 the Company has recognized $3,255 in accrued interest expense related to the stated interest rate on the notes and has recognized $17,490 in imputed interest expense. Interest expense in 2013 consisted of $10,200 in accrued interest at the stated rate. |
Note 6. Income Taxes
Note 6. Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 6. Income Taxes | Note 6. Income Taxes We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2014 considered available to reduce future income taxes were reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c). We have a current operating loss carry-forward of $449,064 resulting in deferred tax assets of $0. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization. March 31, 2015 December 31, 2014 Individual components giving rise to the deferred tax assets are as follows: $ $ Future tax benefit arising from net operating loss carryovers 449,064 157,172 Less valuation allowance (449,064) (157,172) Net deferred asset $ - $ - The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. | Note 6. Income Taxes. We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2014 considered available to reduce future income taxes were reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c). We have a current operating loss carry-forward of $449,064 resulting in deferred tax assets of $0. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset. Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization. December 31 2014 2013 Individual components giving rise to the deferred tax assets are as follows: $ $ Future tax benefit arising from net operating loss carryovers 157,172 140,068 Less valuation allowance (157,172) (140,068) Net deferred asset $ - $ - The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. |
Note 7. Advances To Related Par
Note 7. Advances To Related Party | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 4. Related Party Transactions Not Disclosed Elsewhere. | Note 7. Advances to Related Party On February 3, 2015 and March 23, 2015, $90,000 and $100,000, respectively, were advanced to a company that Zaxis is in merger discussions with. These loans shall bear interest at the rate of one (1%) percent per annum (the "Interest Rate") and shall be due and payable ninety (90) days from the date of the Loan (the "Maturity Date"). Since collectability is not reasonably assured this amount is being expensed in the statement of operations. The ability of the third party loanee Emerald Medical Applications Ltd to repay the loans as a standalone company is highly in doubt since it used the loan proceeds for ongoing business operations. If, for any reason, the merger with Zaxis, which is in advance stages of closing, does not close Emerald Medical Applications Ltd will not have sufficient funds to repay the loan. | Note 4. Related party transactions not disclosed elsewhere. On March 25, 2014, our President and principal shareholder assigned accumulated advances and accruals totaling $124,229, to an unaffiliated third party. The advances carry no specific terms of repayment. On December 15, 2015, $22,375 of the then outstanding balance was converted to a promissory note (see Note 4 below). A summary of transactions is as follows: 2014 2013 Beginning balance $ 161,729 $ 119,779 Increase due to payments made on behalf of the company $ 21,625 $ 41,950 Less March 24, 2014 conversion to convertible note $ (40,000) $ - Less December 15, 2014 conversion to promissory note $ (22,375) $ - Obligation transferred to unrelated party $ (120,979) $ - Total - 161,729 Less current portion - (161,729) Due after one year $ - $ - There was no stated term of interest associated with this obligation. Accordingly, the company imputed interest at an appropriate rate estimated at 8% as prescribed under FASB ASC 835. The resultant charge of $11,210 to interest expense was considered a contribution of capital. |
Note 8. Subsequent Events
Note 8. Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes | ||
Note 8. Subsequent Events | Note 8. Subsequent Events The December 2014 note for December 2014 Note for 22,375 was paid back with the stated interest to note holder by the company on April 21, 2015 on the note. The second January 2015 Note for $15,000 was paid back to note holder by the company on April 21, 2015 and the stated interest due on the note was waived by debtor. | Note 7. Subsequent Events. During January 2015, the Company issued 750,000 restricted units each consisting of one share of common stock, par value $0.0001 ("Common Stock") and one warrant to purchase one additional share of Common Stock (the "Units") at a post-reverse price of US$0.40 per units. The sales were made without registration under the Securities Act of 1933, as amended (the "Act") in reliance upon the exemptions provided in Section 4(2) of the Act and Regulation S promulgated by the United States Securities and Exchange Commission (the "SEC") under the Act. On February 2, 2015, the Company entered into a Loan Agreement with Emerald Medical Applications Ltd, a private Israeli company ("Emerald"), pursuant to which the Company agreed to loan Emerald the principal sum of US$90,000 (the "Loan"). There were no other material subsequent events following the period ended December, 31, 2014 and throughout the date of the filing of Form 10-K. |
Note 1. The Company_ Use of Est
Note 1. The Company: Use of Estimates, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Use of Estimates, Policy | Use of Estimates: | Use of Estimates: |
Note 1. The Company_ Cash and C
Note 1. The Company: Cash and Cash Equivalents, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents: | Cash and Cash Equivalents: |
Note 1. The Company_ Property,
Note 1. The Company: Property, Plant and Equipment, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Property, Plant and Equipment, Policy | Property and Equipment: | Property and Equipment: |
Note 1. The Company_ Property17
Note 1. The Company: Property, Plant and Equipment, Basis of Valuation, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Property, Plant and Equipment, Basis of Valuation, Policy | Valuation of Long-Lived Assets: | Valuation of Long-Lived Assets: |
Note 1. The Company_ Compensati
Note 1. The Company: Compensation Related Costs, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Compensation Related Costs, Policy | Stock Based Compensation: Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock: | Stock Based Compensation: Accounting For Obligations And Instruments Potentially To Be Settled In The Companys Own Stock: We account for obligations and instruments potentially to be settled in the Companys stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Companys own stock. |
Note 1. The Company_ Fair Value
Note 1. The Company: Fair Value of Financial Instruments, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Fair Value of Financial Instruments, Policy | Fair Value of Financial Instruments: | Fair Value of Financial Instruments: |
Note 1. The Company_ Fair Val20
Note 1. The Company: Fair Value Measurement, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Fair Value Measurement, Policy | Fair Value Measurements: Level 1: Level 2: Level 3: The assets or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on March 31, 2015 and the year then ended on a recurring basis: Fair Value Measurements at March 31, 2015 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended March 31, 2015 and December 31, 2014, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. | Fair Value Measurements: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology include: - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The assets or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognized at fair value on December 31, 2014 and the year then ended on a recurring basis: Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2013 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended December 31, 2014 and 2013, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. |
Note 1. The Company_ Earnings P
Note 1. The Company: Earnings Per Common Share, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Earnings Per Common Share, Policy | Earnings per Common Share: | Earnings per Common Share: ASC 260, Earning per Share |
Note 1. The Company_ Income Tax
Note 1. The Company: Income Taxes, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Income Taxes, Policy | Income Taxes: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. | Income Taxes: Accounting for Income Taxes We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than expected ultimate assessment. ASC 740 requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. |
Note 1. The Company_ Uncertain
Note 1. The Company: Uncertain Tax Positions, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Uncertain Tax Positions, Policy | Uncertain Tax Positions: Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. We are not under examination by any jurisdiction for any tax year. At March 31, 2015 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. | Uncertain Tax Positions: Accounting for Uncertain Income Tax Positions Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2011. We are not under examination by any jurisdiction for any tax year. At December 31, 2014 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FIN 48. |
Note 1. The Company_ Recent Acc
Note 1. The Company: Recent Accounting Pronouncements, Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Policies | ||
Recent Accounting Pronouncements, Policy | Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. | Recent Accounting Pronouncements On June 10, 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. |
Note 1. The Company_ Fair Val25
Note 1. The Company: Fair Value Measurement, Policy: Fair Value, Assets Measured on Recurring Basis (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Tables/Schedules | |
Fair Value, Assets Measured on Recurring Basis | Fair Value Measurements at March 31, 2015 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2014 Quoted Prices in Active Significant Other Significant Markets for Identical Assets Observable Inputs Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - |
Note 4. Related Party Transac26
Note 4. Related Party Transactions Not Disclosed Elsewhere: Schedule of Related Party Debt as March 31, 2015 (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Tables/Schedules | ||
Schedule of Related Party Debt as March 31, 2015 | March 31, 2015 December 31, 2014 Beginning balance $ - $ 161,729 Increase due to payments made on behalf of the company $ - $ 21,625 Less March 24, 2014 conversion to convertible note $ - $ (40,000) Less December 15, 2014 conversion to promissory note $ - $ (22,375) Obligation transferred to unrelated party $ - $ (120,979) Total - - Less current portion - - Due after one year $ - $ - | 2014 2013 Beginning balance $ 161,729 $ 119,779 Increase due to payments made on behalf of the company $ 21,625 $ 41,950 Less March 24, 2014 conversion to convertible note $ (40,000) $ - Less December 15, 2014 conversion to promissory note $ (22,375) $ - Obligation transferred to unrelated party $ (120,979) $ - Total - 161,729 Less current portion - (161,729) Due after one year $ - $ - |
Note 6. Income Taxes_ Schedule
Note 6. Income Taxes: Schedule of Deferred Tax Assets and Liabilities as of March 31, 2015 and December 31, 2014 (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Tables/Schedules | ||
Schedule of Deferred Tax Assets and Liabilities as of March 31, 2015 and December 31, 2014 | March 31, 2015 December 31, 2014 Individual components giving rise to the deferred tax assets are as follows: $ $ Future tax benefit arising from net operating loss carryovers 449,064 157,172 Less valuation allowance (449,064) (157,172) Net deferred asset $ - $ - | December 31 2014 2013 Individual components giving rise to the deferred tax assets are as follows: $ $ Future tax benefit arising from net operating loss carryovers 157,172 140,068 Less valuation allowance (157,172) (140,068) Net deferred asset $ - $ - |