Nevada
|
98-0335555
|
(State of Incorporation)
|
(IRS Employer Identification No.)
|
|
|
|
|
1070 Commerce Drive
|
|
Building II, Suite 303
|
|
Perrysburg, OH
|
43551
|
(Address of principal executive office)
|
(Zip Code)
|
LD Holdings, Inc.
|
||||||||
Consolidated Balance Sheets
|
||||||||
June 30,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
15,949
|
$
|
9,738
|
||||
Prepaid expenses
|
7,719
|
15,543
|
||||||
Total Current Assets
|
23,668
|
25,281
|
||||||
Liabilities and Stockholder's Impairment
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
2,143,421
|
$
|
2,153,675
|
||||
Accrued interest payable
|
177,119
|
165,734
|
||||||
Accrued interest payable - related parties
|
719,003
|
685,677
|
||||||
Liabilities to be settled in stock
|
132,500
|
-
|
||||||
Promissory notes payable
|
147,897
|
147,897
|
||||||
Promissory notes payable - related parties
|
2,154,704
|
2,106,076
|
||||||
Total Current Liabilities
|
5,474,644
|
5,259,059
|
||||||
Convertible promissory notes, net of unamortized discount
|
244,959
|
238,802
|
||||||
Total Liabilities
|
5,719,603
|
5,497,861
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders' Impairment
|
||||||||
Series A, convertible preferred stock, par value $0.001; 974,156 shares authorized, issued and outstanding
|
974
|
974
|
||||||
Common stock, par value $0.001; 25,840,351 shares authorized, 25,840,351 shares issued and 25,280,351 shares outstanding | 25,820 |
25,820
|
||||||
Additional paid in capital
|
4,670,338
|
4,670,338
|
||||||
Accumulated deficit
|
(10,392,527
|
)
|
(10,169,172
|
)
|
||||
Total Stockholders' Impairment
|
(5,695,935
|
)
|
(5,472,580
|
)
|
||||
Total Liabilities and Stockholders' Impairment
|
$
|
23,668
|
$
|
25,281
|
LD Holdings, Inc.
|
||||||||||||||||
Consolidated Statements of Operations
|
||||||||||||||||
(unaudited)
|
||||||||||||||||
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Sales - related party
|
$
|
15,000
|
$
|
15,000
|
$
|
30,000
|
$
|
30,000
|
||||||||
Cost of Sales
|
4,683
|
4,800
|
7,420
|
9,600
|
||||||||||||
Gross Profit
|
10,317
|
10,200
|
22,580
|
20,400
|
||||||||||||
Selling, General &
|
||||||||||||||||
Administrative Expenses
|
89,244
|
84,207
|
196,940
|
212,153
|
||||||||||||
Operating Loss
|
(78,927
|
)
|
(74,007
|
)
|
(174,360
|
)
|
(191,753
|
)
|
||||||||
Other Income (Expense)
|
||||||||||||||||
Interest expense
|
(25,078
|
)
|
(19,356
|
)
|
(48,995
|
)
|
(37,333
|
)
|
||||||||
Total Other Income (Expense)
|
(25,078
|
)
|
(19,356
|
)
|
(48,995
|
)
|
(37,333
|
)
|
||||||||
Loss from continuing operations
|
(104,005
|
)
|
(93,363
|
)
|
(223,355
|
)
|
(229,086
|
)
|
||||||||
Net Loss
|
$
|
(104,005
|
)
|
$
|
(93,363
|
)
|
$
|
(223,355
|
)
|
$
|
(229,086
|
)
|
||||
Loss from continuing operations
|
$
|
-
|
$
|
-
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||||||
Loss per share, basic and diluted
|
$
|
-
|
$
|
-
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
||||||
Weighted Average Common Shares Outstanding
|
25,280,351
|
25,280,351
|
25,280,351
|
25,198,129
|
LD Holdings, Inc.
|
||||||||
Consolidated Statements of Cash Flows
|
||||||||
(unaudited)
|
||||||||
Six Months Ended
|
||||||||
June 30,
|
||||||||
2016
|
2015
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net Loss
|
$
|
(223,355
|
)
|
$
|
(229,086
|
)
|
||
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities
|
||||||||
Operating Activities:
|
||||||||
Shares issued for services
|
-
|
78,340
|
||||||
Amortization of debt discount-beneficial conversion features
|
1,657
|
611
|
||||||
Changes in Operating Assets and Liabilities
|
||||||||
Prepaid Expense
|
7,824
|
(12,176
|
)
|
|||||
Accounts payable and accrued expenses
|
(10,254
|
)
|
43,727
|
|||||
Accrued interest payable
|
11,385
|
3,068
|
||||||
Accrued interest payable - related parties
|
33,326
|
33,963
|
||||||
Net Cash (Used) by Operating Activities
|
(179,417
|
)
|
(81,553
|
)
|
||||
Cash Flows From Financing Activities
|
||||||||
Proceeds from Notes Payable
|
4,500
|
92,500
|
||||||
Proceeds from Common Stock Subscriptions
|
132,500
|
-
|
||||||
Advances (repayments) from related party - Net
|
48,628
|
(6,378
|
)
|
|||||
Net Cash Provided by Financing Activities
|
185,628
|
86,122
|
||||||
Net Increase/(Decrease) in Cash and Equivalents
|
6,211
|
4,569
|
||||||
Cash and Equivalents at Beginning of Year
|
9,738
|
151
|
||||||
Cash and Equivalents at End of Year
|
$
|
15,949
|
$
|
4,720
|
||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||
Cash paid during the year for:
|
||||||||
Interest
|
$
|
2,627
|
$
|
-
|
||||
Income taxes
|
$
|
-
|
$
|
-
|
||||
Non Cash Financing and Investing Activities
|
||||||||
Recognition of debt discount from beneficial conversion features
|
$
|
-
|
$
|
4,367
|
LD Holdings, Inc.
|
Notes to the Consolidated Financial Statements
|
LD Holdings, Inc.
|
Notes to the Consolidated Financial Statements
|
|
1*
|
There will be a need for Marketing, Sales and other Business Services to prepare the businesses for sale.
|
|
|
|
|
2*
|
There will be a need for buyers for these businesses.
|
|
|
|
|
3*
|
There will be a need for entrepreneur managers to manage these businesses.
|
|
|
|
|
4*
|
There will be a need for the financing of these businesses.
|
Item 6.
|
Exhibits
|
|
|
31.1
|
Rule 13a-14(a) Certification
|
|
|
32
|
Rule 13a-14(b) Certification
|
|
|
101.ins
|
XBRL Instance
|
|
|
101.xsd
|
XBRL Schema
|
|
|
101.cal
|
XBRL Calculation
|
|
|
101.def
|
XBRL Definition
|
|
|
101.lab
|
XBRL Label
|
|
|
101.pre
|
XBRL Presentation
|
|
LD Holdings, Inc.
|
|
|
Date: August 15, 2016
|
/s/ John R. Ayling
|
|
John R. Ayling,
|
|
Chairman/Chief Executive Officer/Chief Accounting Officer
|
Date: August 15, 2016
|
/s/ John R. Ayling
|
|
John R. Ayling
|
|
Chairman/Chief Executive Officer/Chief Accounting Officer
|
Date: August 15, 2016
|
/s/ John R. Ayling
|
|
John R. Ayling
|
|
Chairman/Chief Executive Officer/Chief Accounting Officer
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Aug. 15, 2016 |
|
Entity Registrant Name | LD Holdings, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Trading Symbol | ldhl | |
Amendment Flag | false | |
Entity Central Index Key | 0001131089 | |
Current Fiscal Year End Date | --12-31 | |
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 | 2016 | |
Document Fiscal Period Focus | Q2 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 25,280,351 | |
Preferred Class A | ||
Entity Common Stock, Shares Outstanding | 974,156 |
Consolidated Balance Sheets Parenthetical - $ / shares |
Jun. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Consolidated Balance Sheets Parenthetical | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 974,156 | 974,156 |
Preferred stock shares issued | 974,156 | 974,156 |
Preferred stock shares outstanding | 974,156 | 974,156 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 25,840,351 | 25,840,351 |
Common stock shares issued | 25,840,351 | 25,840,351 |
Common stock shares outstanding | 25,280,351 | 25,280,351 |
Consolidated Statements of Operations - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Consolidated Statements of Operations | ||||
Sales - related party | $ 15,000 | $ 15,000 | $ 30,000 | $ 30,000 |
Cost of Sales | 4,683 | 4,800 | 7,420 | 9,600 |
Gross Profit | 10,317 | 10,200 | 22,580 | 20,400 |
Selling, General & Administrative Expenses | 89,244 | 84,207 | 196,940 | 212,153 |
Operating Loss | (78,927) | (74,007) | (174,360) | (191,753) |
Other Income (Expense) | ||||
Interest expense | (25,078) | (19,356) | (48,995) | (37,333) |
Total Other Income (Expense) | (25,078) | (19,356) | (48,995) | (37,333) |
Loss from continuing operations | (104,005) | (93,363) | (223,355) | (229,086) |
Net Loss | $ (104,005) | $ (93,363) | $ (223,355) | $ (229,086) |
Loss per share, Loss from continuing operations | $ (0.01) | $ (0.01) | ||
Loss per share, basic and diluted | $ (0.01) | $ (0.01) | ||
Weighted Average Common Shares Outstanding | 25,280,351 | 25,280,351 | 25,280,351 | 25,198,129 |
1. Nature of Organization |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Notes | |
1. Nature of Organization | 1. Nature of Organization
LD Holdings, Inc. (the Company), formerly Leisure Direct, Inc., was formed on January 1, 2000 under the name of ePoolSpas.com, Inc. The formation was effected by the issuance of 1,750,000 shares of the Companys common stock for the intangible assets of the former operating companies, Olympic Pools, Inc. and Preferred Concrete Placement, Inc. The Company is located in Perrysburg, Ohio. The Company plans to acquire companies in a three (3) state area and then eventually roll out nationally. In October 2010, as part of a broader plan, the Company opened the first of a series of diners it plans to open in the Midwest. It closed its diner in Monroe, Michigan at the end of August, 2011 and opened a new diner in Toledo, Ohio in October 2011. The diners catered to the baby boomer generation with a family orientation. In early 2014, the last of the diners closed. |
2. Summary of Significant Accounting Policies |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Notes | |
2. Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").
The condensed balance sheet at December 31, 2015 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2015.
Revenue Recognition
Revenue for consulting services is recognized at the time the service has been rendered.
Cash and Cash Equivalents
For the purpose of the Statements of Cash Flows, Cash Equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of the three (3) months or less.
Fair Value of Financial Instruments
The fair values of accounts payable and other short-term obligations approximate their carrying values because of the short-term maturity of these financial instruments.
Reclassifications
Certain prior year amounts have been reclassified for consistency with the current period adjustments.
Use of Estimates
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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
3. Going Concern |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Notes | |
3. Going Concern | 3. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred losses of $104,005 and $223,355 during the three and six months ended June 30, 2016, respectively. Also, as of June 30, 2016, the Company had $15,949 in cash, and current liabilities exceeded its current assets by $5,450,976. These matters raise substantial doubt about the Companys ability to continue as a going concern.
Management's plans include raising additional funding from debt and equity transactions that will be used to acquire point of sale outlets that should in turn increase sales. Also, the implementation of strong cost management practices and an increased focus on business development should result in the elimination of the operating losses suffered and improvement of cash flows; however, any results of the Company's plans cannot be assumed. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
4. Commitments and Contingencies |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Notes | |
4. Commitments and Contingencies | 4. Commitments and contingencies
The Company leases its office space from a related party, through common management and ownership, on a month-to-month basis. Rent expense was $7,500 and $7,500 for the three months ended June 30, 2016 and 2015, respectively, and was $15,000 and $15,000 for the six months ended June 30, 2016 and 2015, respectively.
A judgment creditor has obtained an order to issue corporation unissued shares. There are no unissued shares to issue at June 30, 2016. The Company believes it is contrary to law and will be reversed on appeal. The Company has accrued an amount of $200,000 in prior years toward this obligation and does not believe it will incur further exposure beyond this. |
5. Stockholders' Impairment |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Notes | |
5. Stockholders' Impairment | 5. Stockholders Impairment
During the second quarter of 2016 the company issued 320,000 common stock subscriptions for $0.10 per share. The total amount of common stock subscriptions through the six months ended June 30, 2016 was $1,325,000 for $0.10 per share. The total amount received for the subscriptions was $132,500. The $132,500 subscription received is classified as liabilities to be settled in stock until the underlying shares are authorized, and the portion that was reclassified out of equity was $100,500 in the second quarter.
During the first quarter of 2015 the company issued 820,000 shares to four (4) individuals as compensation for services rendered to the company. The total compensation was valued at $0.28 per share based on the commitment date share value. At June 30, 2015, a balance of $24,028 in these fees was recorded as a prepaid expense.
On December 1, 2014, LD Holdings, Inc. entered into an agreement with an Investment Banking firm and issued 75,000 shares as compensation. The total compensation was valued at $0.30 per share based on the commitment date share value. For the three months ended March 31, 2015, $5,623 was recorded as consulting expense. |
6. Convertible Notes |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Notes | |
6. Convertible Notes | 6. Convertible Notes
In the three and six months ended June 30, 2016, and for the year ended December 31, 2015, the Company issued a total of $2,500, $5,000 and $245,000, respectively, in promissory notes payable. The notes bear interest at 10% per year, compounded annually and payable quarterly. The 2016 notes mature December 31, 2018. The other notes mature on December 31, 2017. The Company may prepay the notes upon written notice to the holders. The notes are convertible at any time by the holder at a conversion price of $0.25 per share. Based on this fixed conversion ratio on the respective commitment dates, the Company recognized a debt discount of $8,373 for the beneficial conversion feature underlying these notes during 2015. Any accrued interest may also be converted at the fixed conversion price; therefore it represents a contingent beneficial feature. A total of $1,657 of the debt discount was amortized to interest expense during the six months ended June 30, 2016. A total of $6,131 of interest was accrued under these notes during the three months ended June 30, 2016. |
7. Recent Issued and Newly Adopted Accounting Pronouncements |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Notes | |
7. Recent Issued and Newly Adopted Accounting Pronouncements | 7. Recent Issued and Newly Adopted Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB voted to delay the effective date of ASU 2014-09 by one year to the first quarter of 2018 to provide companies sufficient time to implement the standards. Early adoption will be permitted, but not before the first quarter of 2017. Adoption can occur using one of two prescribed transition methods. In March and April 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing which provide supplemental adoption guidance and clarification to ASC 2014-09, ASU 2016-08 and ASU 2016-10 must be adopted concurrently with the adoption of ASU 2014-09. The Company is currently evaluating the impact of these new standards.
In June 2014, the FASB issued ASU No. 2014-12 Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments. When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation. As a result, the target is not reflected in the estimation of the awards grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company adopted the provision of this standard, but it did not have a material effect on its results of operations.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entitys Ability to continue as a Going Concern. The amendments require management to assess an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on the Companys financial position or results of operations.
ASU 2015-03 and ASU 2015-15 In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU No. 2015-03. The amendments of ASU No. 2015-03 were issued to reduce complexity in the balance sheet presentation of debt issuance costs. ASU No. 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. Additionally, in August 2015, the FASB issued ASU No. 2015-15, Interest Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or ASU 2015-15, as ASU No. 2015-03 did not specifically address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU No. 2015-15 allows an entity to defer issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance in ASU No. 2015-03 and ASU No. 2015-15 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted this standard at January 1, 2016, but it did not have a material effect on the accompanying financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for fiscal years beginning December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the new standard.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for employee share-based transactions for both public and nonpublic entities, including for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning December 15, 2018. Early adoption is permitted. The Company is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures.
We have reviewed all FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reporting financial position or results of operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
Management does not believe these would have been a material effect on the accompanying consolidated financial statements had any other yet effective accounting standards been adopted in the current period. |
2. Summary of Significant Accounting Policies: Basis of Presentation (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Policies | |
Basis of Presentation | Basis of Presentation
The accompanying financial statements included herein have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").
The condensed balance sheet at December 31, 2015 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these condensed financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These condensed financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These condensed financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-K for the year ended December 31, 2015. |
2. Summary of Significant Accounting Policies: Revenue Recognition (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Policies | |
Revenue Recognition | Revenue Recognition
Revenue for consulting services is recognized at the time the service has been rendered. |
2. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents
For the purpose of the Statements of Cash Flows, Cash Equivalents include time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of the three (3) months or less. |
2. Summary of Significant Accounting Policies: Reclassifications (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Policies | |
Reclassifications | Reclassifications
Certain prior year amounts have been reclassified for consistency with the current period adjustments. |
2. Summary of Significant Accounting Policies: Use of Estimates (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Policies | |
Use of Estimates | Use of Estimates
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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
7. Recent Issued and Newly Adopted Accounting Pronouncements: New Accounting Pronouncements, Policy (Policies) |
6 Months Ended |
---|---|
Jun. 30, 2016 | |
Policies | |
New Accounting Pronouncements, Policy | In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB voted to delay the effective date of ASU 2014-09 by one year to the first quarter of 2018 to provide companies sufficient time to implement the standards. Early adoption will be permitted, but not before the first quarter of 2017. Adoption can occur using one of two prescribed transition methods. In March and April 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net) and ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing which provide supplemental adoption guidance and clarification to ASC 2014-09, ASU 2016-08 and ASU 2016-10 must be adopted concurrently with the adoption of ASU 2014-09. The Company is currently evaluating the impact of these new standards.
In June 2014, the FASB issued ASU No. 2014-12 Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments. When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation. As a result, the target is not reflected in the estimation of the awards grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. The Company adopted the provision of this standard, but it did not have a material effect on its results of operations.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entitys Ability to continue as a Going Concern. The amendments require management to assess an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of managements plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on the Companys financial position or results of operations.
ASU 2015-03 and ASU 2015-15 In April 2015, the FASB issued ASU No. 2015-03, Interest Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU No. 2015-03. The amendments of ASU No. 2015-03 were issued to reduce complexity in the balance sheet presentation of debt issuance costs. ASU No. 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. Additionally, in August 2015, the FASB issued ASU No. 2015-15, Interest Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or ASU 2015-15, as ASU No. 2015-03 did not specifically address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU No. 2015-15 allows an entity to defer issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance in ASU No. 2015-03 and ASU No. 2015-15 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted this standard at January 1, 2016, but it did not have a material effect on the accompanying financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for fiscal years beginning December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the new standard.
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for employee share-based transactions for both public and nonpublic entities, including for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning December 15, 2018. Early adoption is permitted. The Company is currently evaluating the standard and the impact on its consolidated financial statements and footnote disclosures.
We have reviewed all FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reporting financial position or results of operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
Management does not believe these would have been a material effect on the accompanying consolidated financial statements had any other yet effective accounting standards been adopted in the current period. |
3. Going Concern (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Details | ||||||
Net Income Loss | $ 104,005 | $ 93,363 | $ 223,355 | $ 229,086 | ||
Cash | 15,949 | $ 4,720 | 15,949 | $ 4,720 | $ 9,738 | $ 151 |
Working Capital | $ 5,450,976 | $ 5,450,976 |
4. Commitments and Contingencies (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Jun. 30, 2016 |
Jun. 30, 2015 |
|
Details | ||
Lease And Rental Expense - Capital First Management, Inc. | $ 7,500 | $ 7,500 |
5. Stockholders' Impairment (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Jun. 30, 2015 |
|
Common Stock Subscriptions | 320,000 | |||
Liabilities to be settled in stock | $ 132,500 | |||
Stock Issued During Period, Shares, Issued for Services | 820,000 | |||
Prepaid Expense, Current | $ 24,028 | |||
Agreement - December 1, 2014 | ||||
Consulting Expense | $ 5,623 | |||
Common Stock | Agreement - December 1, 2014 | ||||
Stock Issued During Period, Shares, Issued for Services | 75,000 |
6. Convertible Notes (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Jun. 30, 2016 |
Jun. 30, 2016 |
Jun. 30, 2015 |
Dec. 31, 2015 |
|
Details | ||||
Promissory Note Payable | $ 2,500 | $ 5,000 | $ 245,000 | |
Recognition of debt discount from beneficial conversion features | $ 4,367 | $ 8,373 | ||
Amortization of debt discount-beneficial conversion features | $ 1,657 | $ 1,657 | $ 611 |
KPVD3(F+
M+P&]G9U)T'Y&? _& 5(
MI7/
-^$=(I -Y!3B"<$<@?K%S'HJT&%<0TZB5.$*J[JUP4\
MH;U>+!SUZ2H']NA319*3FPYQ-JU'JRLIL(NL>L; @.?U>**5>0V$5[0[))BZI<" 8YF
M3]5]W<9QSX_Q&>]_L$&.\Y[055'-EX1>J/6IG!R[QKX+:!Q.T^@T3E;L;B#,
MC]H%O@^]W1>?,XP$%*_%:](Q1M(?;1_]M]6H,ZBN>^DZ&Q0,]Q7\0)BH[".=
MQZKK9+4%%*DMW"#8$^20I.=PE^@II78;L!1UC&^@9;C;J%9A8$@_W_4-X'V6
MWMUB8I-KR-0+[N]K)17,YW?- BW9O,649N0)I9S-/DJQ2".R2@-YC<31^N[H
M&#CT]<+0Z[2_&!UUTC#H;LX/:BH"GWSLUT:DU9J@99F:
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M;
N7NKJF"&A
M"E03HO7/?)8JMPZ;94M4GUH/G1B;(KCEV?)#?AI504Y@'9Q0OV%8"6@KKE
M.;.'0*2FFPEMMBLKL^(09L^=_C8_BL@U5\LC72>R1*]^C#G4
Q<+&9B#RHB-NL,NA(-0^0B
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MAL0)HT]5B%\-KL; LHV$+MBT>*Z8R94HG+/817QT3NB])C@
M@6PG$M$)0RHG&-+!M=0QQ/#B?'Q^0942_'Q0#BC?_Y%*.UE)0F .\K3HKE+Z
M;$4[(.F=6E/#0K<