Notes to the Financial Statements
NOTE 1 – BASIS OF FINANCIAL STATEMENT
PRESENTATION
Klever Marketing, Inc. (the “Company”)
was created to develop, market and distribute an electronic shopping cart device for in-store advertising, promotion and media
content and retail shopper services and has not commenced its planned principal operations. The Company’s activities since
inception have consisted principally of developing various applications of its electronic shopping cart concept including its mobile
application for smart phones which the Company is currently testing in retail supermarkets, obtaining patents and trademarks related
to its technology, and raising capital. The Company’s activities are subject to significant risks and uncertainties including
failing to secure additional funding needed to finalize development of the Company’s technology and to commercialize its
product in a profitable manner.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies
consistently applied in the preparation of the accompanying financial statements are as follows:
Accounting Method
The Company’s financial statements are
prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and reflect all
adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation
of the financial statements.
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments
with maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents as of and for the
years ended December 31, 2016 and 2015.
Valuation of Long-Lived Assets
Long-lived assets such as capitalized software
development and licenses, office equipment and intangible assets with definite useful lives are reviewed for impairment when events
or changes in circumstances indicate that the carrying amount of the assets may not be recoverable or in the period in which the
held for sale criteria are met. For assets held and used, this analysis consists of comparing the asset’s carrying value
to the expected future cash flows to be generated from the asset on an undiscounted basis. If the carrying amount of the asset
is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market
values, discounted cash flows, or external appraisals, as applicable. Long-lived assets are reviewed for impairment at the individual
asset or the asset group level for which the lowest level of independent cash flows can be identified. The Company did record an
impairment loss for the years ended December 31, 2016 and 2015.
Property and Equipment
Property and equipment consisted of office
equipment with a cost of $3,350 and with accumulated depreciation of $3,350 and $3,254 as of December 31, 2016 and 2015, respectively.
Depreciation of office equipment is computed using the straight-line method over an estimated economic useful life of 3 years.
Depreciation expense was $96 and $732 for the years ended December 31, 2016 and 2015, respectively.
Upon sale or other disposition of property
and equipment, the cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss
is included in the determination of income or loss.
Expenditures for maintenance and repairs are
charged to expense as incurred. Major overhauls and betterments are capitalized and depreciated over their estimated economic useful
lives.
Intangible Assets
Intangible assets consist of capitalized software development costs
and patents and trademarks.
Capitalized Software Development
The Company capitalizes software development
costs incurred from the time technological feasibility has been obtained until the product is generally released to customers.
Amortization of capitalized software development costs begins when the products are available to customers and is computed using
the straight-line method over the remaining estimated economic life of the product. Currently, the Company anticipates amortization
of software development costs to commence in fiscal year 2017. The Company achieved technological feasibility with regard to its
mobile phone technology during the fourth quarter of 2010. As of December 31, 2016 and 2015, the Company had capitalized software
development costs of $552,503 and $535,023, respectively. No amortization expense was recorded for the years ended December 31,
2016 and 2015.
Patents and Trademarks
The Company capitalizes the cost of
patents and trademarks and amortizes the capitalized costs on a straight-line basis over 5 years from the date the patent or
trademark is issued. At December 31, 2016, patents and trademarks have a cost of $159,664, accumulated amortization of
$83,289, and had a net book value of $76,375. At December 31, 2015, patents and trademarks have a cost of $133,601,
accumulated amortization of $54,026, and had a net book value of $79,575. Amortization expense was $29,263 and $22,574 for
the years ended December 31, 2016 and 2015, respectively. Future amortization expense of the Company’s existing patents
and trademarks over their remaining lives will be $29,843 for 2017, $20,142 for 2018, $13,807 for 2019, $9,361 for 2020 and
$2,672 for 2021.
Intangible assets with indefinite lives are
tested for impairment on an annual basis or when the facts and circumstances suggest that the carrying amount of the assets may
not be recovered.
Revenue Recognition
The Company currently has no revenues from
its operations. We anticipate that revenues from product sales, net of estimated returns and allowances, will be recognized when
evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied,
title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured.
Concentration of Credit Risk
The Company has no significant concentrations
of credit risk.
Income (Loss) Per Common Share
Basic net income (loss) per share of common
stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Diluted net income (loss) per share of common stock is computed by dividing net income (loss) by the sum of the weighted average
number of common shares outstanding and the dilutive potential common share equivalents than outstanding. Potential dilutive common
share equivalents consist of shares issuable upon exercise of outstanding stock options and the exercise of convertible preferred
stock.
For the years ended December 31, 2016
and 2015, the Company incurred net losses; therefore, common stock equivalents related to the conversion of stock options
and convertible preferred stock have not been included in the calculation of diluted loss per common shares because they
are anti-dilutive. Therefore, basic loss per common share is the same as diluted loss per common share for both years. For
the years ended December 31, 2016 and 2015, the Company has excluded a total of 30,368,773 and 27,902,393 common shares,
respectively, for exercisable options and potential conversion of convertible preferred stock.
Income Taxes
The Company accounts for income taxes pursuant
to ASC 740,
Income Taxes
(“ASC 740”). Under this accounting standard, deferred tax assets and liabilities are
determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting
purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets
and liabilities generating the differences. Given the Company’s history of losses, the Company maintains a full valuation
allowance with respect to any deferred tax assets.
ASC 740 requires a company to determine whether
it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.
If the more-likely-than-not threshold is met, a company must measure the uncertain tax position to determine the amount to recognize
in the financial statements. Our uncertain tax positions relate to certain state tax issues for which we have recorded an estimated
current liability for in the accompanying financial statements at December 31, 2016 and December 31, 2015. There has been no significant
change in the unrecognized tax benefit through December 31, 2016.
The Company includes interest and penalties
arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December
31, 2016 and 2015, the Company had $9,868 and $8,673 of accrued interest and penalties related to uncertain tax positions.
Research and Development
The Company continues to develop additional
technology which facilitates the use of in-store advertising and coupon services through various technologies. As time and technology
have progressed, the system being developed by the Company comprises mobile and other state of the art technology that facilitates
retailers and package good companies providing "product specific" point-of-purchase advertising to its customers using
proprietary software. The Company is currently developing mobile smart phone technology that will provide similar functionality
to the Klever-Kart System.
For the years ended December 31, 2016 and 2015,
the Company incurred research and development expenses of $1,343 and $2,840 respectively.
Fair Value of Financial Instruments
The FASB provides the framework for measuring
fair value. ASC 820-10-50,
Fair Value Measurements
, provides guidance that defines fair value, establishes a three-level
valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The
three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets; Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities
in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially
the full term of the financial instrument; and Level 3 inputs to valuation methodology are unobservable and significant to the
fair measurement.
In determining fair value, the Company utilizes
observable market data when available, or models that incorporate observable market data. In addition to market information, the
Company incorporates transaction-specific details that, in management’s judgment, market participants would take into account
in measuring fair value.
In arriving at fair-value estimates, the Company
utilizes the most observable inputs available for the valuation technique employed. If a fair-value measurement reflects inputs
at multiple levels within the hierarchy, the fair-value measurement is characterized based upon the lowest level of input that
is significant to the fair-value measurement.
The carrying amounts reported in the accompanying
balance sheets as of December 31, 2016 and 2015 for cash and current liabilities each qualify as financial instruments, which management
believes are a reasonable estimate of fair value because of the short period of time between the origination of such instruments
and expected realization and their current market rate of interest.
Recently Issued Accounting Pronouncements
In January 2017, the FASB issued Accounting
Standards Update (“ASU”) No. 2017-4, “Intangibles – Goodwill and Other (Topic 350): “Simplifying
the Test for Goodwill Impairment.” This update simplifies how an entity is required to test goodwill for impairment by eliminating
Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting
unit’s goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should
perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.
An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s
fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the
nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual
period and in the interim period within the first annual period when the entity initially adopts the amendments in this update.
A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill
impairment tests in fiscal years beginning after December 15, 2019. The Company is currently unable to determine the impact on
its financial statements of the adoption of this new accounting pronouncement.
In January 2017, the FASB issued ASU No. 2017-1,
“Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this update clarify
the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should
be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting
including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities
for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019.
The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to
determine the impact on its financial statements of the adoption of this new accounting pronouncement.
In August 2016, the FASB issued ASU No. 2016-15,
“Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU addresses
eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this ASU are
effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal
years. Early adoption is permitted. The Company is currently unable to determine the impact on its financial statements of the
adoption of this new accounting pronouncement.
Although there are several other new accounting
pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not
believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
As shown in the accompanying financial statements,
the Company generated a net loss of $268,951 during the year ended December 31, 2016. The Company did not generate any revenue
from product sales during the years ended December 31, 2016 or December 31, 2015. As of December 31, 2016, the Company’s
current and total liabilities exceeded its current assets by $931,617. As of December 31, 2016, the Company had $4,934 of
cash.
The Company will require additional funding
during the next twelve months to finance the growth of its current operations and achieve its strategic objectives. These factors,
as well as the uncertain conditions that the Company faces relative to capital raising activities, create substantial doubt as
to the Company’s ability to continue as a going concern. The Company is seeking to raise additional capital principally through
private placement offerings and is targeting strategic partners in an effort to finalize the development of its products and begin
generating revenues. The ability of the Company to continue as a going concern is dependent upon the success of future capital
offerings or alternative financing arrangements and expansion of its operations. The accompanying financial statements do not include
any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing
additional sources of financing sufficient to generate enough cash flow to fund its operations through calendar year 2017. However,
management cannot make any assurances that such financing will be secured.
NOTE 4 – ACCRUED LIABILITIES
Accrued liabilities consist of the following as of December 31:
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Compensation - officers and bookkeeper
|
|
$
|
472,625
|
|
|
$
|
330,125
|
|
Taxes
|
|
|
40,769
|
|
|
|
39,474
|
|
Accrued interest – related party
|
|
|
1,230
|
|
|
|
953
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
514,624
|
|
|
$
|
370,552
|
|
NOTE 5 – INCOME TAXES
The components of income tax expense are as
follows for the years ended December 31:
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
1,295
|
|
|
$
|
1,270
|
|
Deferred
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,295
|
|
|
$
|
1,270
|
|
Deferred tax assets are calculated using a
combined statutory tax rate of 39%. The Company’s deferred income tax asset and the related valuation allowance are as follows
at December 31:
|
|
2016
|
|
|
2015
|
|
Deferred tax assets - current:
|
|
|
|
|
|
|
|
|
Accrued compensation
|
|
$
|
184,324
|
|
|
$
|
128,749
|
|
Accrued interest – related party
|
|
|
480
|
|
|
|
372
|
|
|
|
|
184,804
|
|
|
|
129,121
|
|
Deferred tax assets - long-term:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
5,774,160
|
|
|
|
5,733,902
|
|
Amortization
|
|
|
20,914
|
|
|
|
16,851
|
|
Total deferred income tax assets
|
|
|
5,979,878
|
|
|
|
5,879,874
|
|
Valuation allowance
|
|
|
(5,979,878
|
)
|
|
|
(5,879,874
|
)
|
Total
|
|
$
|
–
|
|
|
$
|
–
|
|
A reconciliation of provision (benefit) for
income taxes provided at the federal statutory rate to actual provision for income taxes is as follows for the years ended December
31:
|
|
2016
|
|
|
2015
|
|
Benefit (provision) for income taxes computed at federal statutory rate
|
|
$
|
104,386
|
|
|
$
|
194,720
|
|
State income taxes, net of federal benefit
|
|
|
39
|
|
|
|
43
|
|
Other
|
|
|
(64,128
|
)
|
|
|
(143,559
|
)
|
Valuation allowance
|
|
|
(39,002
|
)
|
|
|
(49,934
|
)
|
Provision for Income taxes
|
|
$
|
1,295
|
|
|
$
|
1,270
|
|
Effective tax rate
|
|
|
-0.48%
|
|
|
|
-0.25%
|
|
As of December 31, 2016, the Company had net
operating loss carry-forwards for federal income tax reporting purposes of approximately $14.8 million that may be offset against
future taxable income through 2036. The Company has state net operating loss carry-forwards of $5.1 million that may be offset
against future taxable income through 2029. Current tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance that
the carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation
allowance of the same amount.
The Company files income tax returns in the
U.S. federal and Utah jurisdictions. Tax years 2012 to current remain open to examination by U.S. federal and state tax authorities.
NOTE 6 – PREFERRED STOCK
Authorized Shares
In accordance with the Company’s bylaws,
the Company has authorized a total of 2,000,000 shares of preferred stock, par value $0.01 per share, for all classes. As of December
31, 2016 and December 31, 2015, there were 468,688 and 427,168 total preferred shares issued and outstanding for all classes, respectively.
As of December 31, 2016, all of the Company’s outstanding preferred shares are owned by a Company that is controlled by the
Company’s CEO.
Preferred Stock Dividends
As of December 31, 2016, the Company had accrued
and unpaid preferred stock dividends totaling $7,909 relating to dividends for the three months ended December 31, 2016. As of
December 31, 2015, the Company had accrued and unpaid preferred stock dividends totaling $72,399 relating to dividends for the
three months ended December 31, 2015. Historically, all accrued dividends for preferred stock have been authorized for payment
through the issuance of preferred stock based on the ratios for each class of preferred stock described below. However, the Board
of Directors of the Company has authorized payment of preferred stock dividends through the issuance of common shares where no
authorized shares of preferred stock are available for issuance in a class.
Class A Voting Preferred Stock
The Company has 150,000 shares of “Class
A Voting Preferred Stock” (“Class A Shares”) authorized. As of December 31, 2016 and December 31, 2015, there
were 150,000 and 138,217 Class A Shares outstanding, respectively. The Class A Shares are convertible into 99.035 shares of common
stock. Holders of Class A Shares are entitled to receive dividends at the rate of $2.20 per share per annum, payable semi-annually. Dividends
are cumulative and may be paid in cash or in kind through the distribution of .0425 Class A Shares, Series 1, for each outstanding
Class A Share, on each dividend payment date. Class A Shares carry a liquidation preference of $26.00 per share plus any accrued
but unpaid dividends on such shares, if any, and adjusted for combinations, splits, dividends or distributions of shares of stock
with respect to such shares. Class A shares are redeemable by the Company, in whole or in part, at the option of the Board of Directors
of the Company, at any time.
Class B Voting Preferred Stock
The Company has 125,000 shares of “Class
B Voting Preferred Stock” (“Class B Shares”) authorized. As of December 31, 2016 and December 31, 2015, there
were 118,688 and 104,757 Class B Shares outstanding, respectively. The Class B Shares are convertible into 64.754 shares of common
stock. Holders of Class B Shares are entitled to receive dividends at the rate of $1.70 per share per annum, payable semi-annually.
Dividends are cumulative and may be paid in cash or in kind through the distribution of .0425 Class B Shares for each outstanding
Class B Share, on each dividend payment date. Class B Shares carry a liquidation preference of $17.00 per share plus any accrued
but unpaid dividends on such shares, if any, and adjusted for combinations, splits, dividends or distributions of shares of stock
with respect to such shares. Class B shares are redeemable by the Company, in whole or in part, at the option of the Board of Directors
of the Company, at any time.
Class C Voting Preferred Stock
The Company has 200,000 shares of “Class
C Voting Preferred Stock” (“Class C Shares”) authorized. As of December 31, 2016 and December 31, 2015, there
were 200,000 and 184,194 Class C Shares outstanding, respectively. The Class C Shares are convertible into 25.140 shares of common
stock. Holders of Class C Shares are entitled to receive dividends at the rate of $0.66 per share per annum, payable semi-annually. Dividends
are cumulative and may be paid in cash or in kind through the distribution of .0425 Class C Shares for each outstanding Class C
Share, on each dividend payment date. Class C Shares carry a liquidation preference of $6.60 per share plus any accrued but unpaid
dividends on such shares, if any, and adjusted for combinations, splits, dividends or distributions of shares of stock with respect
to such shares. Class C shares are redeemable by the Company, in whole or in part, at the option of the Board of Directors of the
Company, at any time.
NOTE 7 – COMMON STOCK
In accordance with the Company’s bylaws,
the Company has authorized a total of 250,000,000 shares of common stock, par value $0.01 per share. As of December 31, 2016 and
December 31, 2015, there were 59,731,567 and 57,240,446 common shares issued and outstanding.
During the year ended December 31, 2016, the
Company issued 1,445,000 shares of common stock to investors for $70,000 cash and 1,046,121 shares of common stock valued at $37,029
to a related party in payment of accrued preferred stock dividends.
During the year ended December 31, 2015, the
Company issued 3,549,403 shares of common stock to investors for $207,500 cash.
NOTE 8 – STOCK OPTIONS
The shareholders approved, by a majority vote,
the adoption of the 1998 Stock Incentive Plan (the “Plan”). As amended on August 11, 2003, the Plan reserves 20,000,000
shares of common stock for issuance upon the exercise of options which may be granted from time-to-time to officers, directors,
certain employees and consultants of the Company or its subsidiaries by the Board of Directors. The Plan permits the award of both
qualified and non-qualified incentive stock options.
During the year ended December 31, 2015, the
Company issued 100,000 options to an investor who simultaneously purchased common shares of the Company, 2,800,000 options to officers
and directors for services, and 500,000 options to a director in connection with a loan made to the Company. Stock-based compensation
expense included in general and administrative expenses was $162,911, and $13,170 was recorded to debt discount.
A summary of the Company’s stock
option awards as of December 31, 2016, and changes during the year then ended is as follows:
|
|
Shares
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contract Term
(Years)
|
|
|
Aggregate
Intrinsic
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
3,400,000
|
|
|
|
0.051
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(600,000
|
)
|
|
|
0.054
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
2,800,000
|
|
|
|
0.050
|
|
|
|
2.09
|
|
|
$
|
–
|
|
Granted
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable at December 31, 2016
|
|
|
2,800,000
|
|
|
$
|
0.050
|
|
|
|
1.08
|
|
|
$
|
–
|
|
The aggregate intrinsic value in the preceding
table represents the total pretax intrinsic value, based on our closing stock price of $0.0135 as of December 31, 2016, which would
have been received by the holders of in-the-money options had the option holders exercised their options as of that date.
NOTE 9 - LITIGATION AND CONTINGENT LIABILITIES
Various creditors of the Company have potential
claims against the Company for unpaid invoices relating to services provided to the Company. The amount of unpaid bills over 90
days old that exist within accounts payable on the balance sheet is $314,184 and $266,368 as of December 31, 2016 and 2015, respectively.
NOTE 10 – RELATED PARTY TRANSACTIONS
The Company periodically receives funding from
its CEO, CFO and directors to fund operating costs of the Company. Jerry Wright, a director, loaned the Company $30,000 during
the year ended December 31, 2015, which bears interest at the rate of 6% per annum. The related party note payable had a principal
balance of $25,500 as of December 31, 2016 and 2015, and accrued interest payable of $1,216 and $953 as of December 31, 2016 and
2015, respectively. The loan was to have been paid by June 30, 2016, and is currently in default.
PSF Inc., a company controlled by the Company’s
CEO, loaned the Company $6,000 during the year ended December 31, 2016, which bears interest at the rate of 4% per annum and matures
in June 2017. The related party note payable had a principal balance of $6,000 and accrued interest payable of $15 as of December
31, 2016.
The Company’s CEO and the bookkeeper
who is the wife of the CEO provide consulting services to the Company through companies controlled by the individuals. The Company
accrued $136,500 and $162,000 for compensation for the CEO during the years ended December 31, 2016 and 2015, of which $9,000 and
$4,375 were paid, respectively. Accrued compensation to the CEO totaled $445,625 and $318,125 as of December 31, 2016 and 2015,
respectively.
The bookkeeper earned $18,000 during the years
ended December 31, 2016 and 2015 for services provided to the Company of which $3,000 and $9,000 were paid, respectively. Accrued
compensation to the bookkeeper totaled $27,000 and $12,000 as of December 31, 2016 and 2015, respectively.
NOTE 11 – SUBSEQUENT EVENTS
On February 6, 2017, the Company sold 290,000
common shares to an investor for $10,150.
The Company has evaluated events subsequent
to period end pursuant to the requirements of ASC 855 and has determined that there are no additional events to disclose.