NOTES
TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
and Nature of Business
ACRT
(“th
e Company’s TurnScor® and CyberloQ™ products
”,
“We” or the “Company”) is a development-stage technology company focused on fraud prevention and credit
management. The Company was incorporated in the State of Nevada on February 25, 2008.
The Company offers a proprietary software
platform branded as CyberloQ™ . While previously the Company licensed CyberloQ, in the third quarter of 2017, the Company
acquired the CyberloQ technology and is now the exclusive owner of CyberloQ.
CyberloQ is a banking fraud prevention
technology that is offered to institutional clients in order to combat fraudulent transactions and unauthorized access to customer
accounts. Through the use of a customer’s smart-phone, CyberloQ uses a multi-factor authentication system to control access
to a bank card, transaction type or amount, website, database or digital service. The mobile applications for CyberloQ have been
built, and the Company is currently beta-testing the technology in the banking ecosystem.
In addition to CyberloQ, the Company
offers a web-based proprietary software platform under the brand name Turnscor® which allows customers to monitor and manage
their credit from the privacy of their own homes. Although individuals can sign-up for Turnscor on their own, the Company also
intends to market Turnscor to certain institutional clients, where appropriate, in conjunction with CyberloQ as a value-added benefit
to offer their customers.
On March 30, 2017 the Company
entered into an Agreement with Swiss Venture Trust, a subsidiary of XCELL Security House, S.A. of Lausanne, Switzerland whose President,
Lynnwood Farr, is a member of the Company’s Board of Directors. The equity exchange and revenue sharing agreements entered
into between the two companies are currently in the process of being renegotiated, and the renegotiated terms of such contracts
will be disclosed when finalized.
On June 15, 2017, the Company
created a private limited company in the United Kingdom named CyberloQ Technologies LTD. CyberloQ Technologies LTD is a wholly-owned
subsidiary of the Company, and any business that the Company has in Europe will be transacted through CyberloQ Technologies
LTD. However, to date CyberloQ Technologies LTD has not had any operating activity or generated any revenue for the Company.
Basis
of Presentation
The financial statements of the Company
have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United
States of America and are presented in U.S. dollars. The Company has adopted a December 31 fiscal year end.
Certain information and note disclosures
normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have
been condensed or omitted. These consolidated financial statements should be read in conjunction with a reading of the financial
statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed
with the U.S. Securities and Exchange Commission.
Principles of Consolidation –
The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries.
All intercompany accounts and transactions have been eliminated.
Reclassification
Certain reclassifications
have been made to conform previously reported data to the current presentation. These reclassifications have no effect on our net
income (loss) or financial position as previously reported.
Use of Estimates
In
preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and
liabilities in the balance sheets and revenues and expenses during the year reported. Actual results may differ from these estimates.
The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences
between the estimates and the actual results, future results of operations will be affected.
Cash
and Cash Equivalents
Cash
equivalents are comprised of certain highly liquid investments with maturities of three months or less when purchased. The Company
maintains its cash in bank deposit accounts, which at times, may exceed federally insured limits.
Research
and Development, Software Development Costs, and Internal Use Software Development Costs
Software
development costs are accounted for in accordance with ASC Topic No. 985. Software development costs are capitalized once technological
feasibility of a product is established and such costs are determined to be recoverable. For products where proven technology exists,
this may occur very early in the development cycle. Factors we consider in determining when technological feasibility has been
established include (i) whether a proven technology exists; (ii) the quality and experience levels of the individuals
developing the software; (iii) whether the software is similar to previously developed software which has used the same or
similar technology; and (iv) whether the software is being developed with a proven underlying engine. Technological feasibility
is evaluated on a product-by-product basis. Capitalized costs for those products that are canceled or abandoned are charged immediately
to cost of sales. The recoverability of capitalized software development costs is evaluated on the expected performance of the
specific products for which the costs relate.
Internal
use software development costs are accounted for in accordance with ASC Topic No. 350 which requires the capitalization of certain
external and internal computer software costs incurred during the application development stage. The application development stage
is characterized by software design and configuration activities, coding, testing and installation. Training costs and maintenance
are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result
in additional functionality.
In accounting
for website software development costs, we have adopted the provisions of ASC Topic No. 350. ASC Topic No. 350 provides that certain
planning and training costs incurred in the development of website software be expensed as incurred, while application development
stage costs are to be capitalized. During the periods ending September 30, 2018 and 2017, we expensed $27,092 and $0 in expenditures
on research and development, respectively. Of the $27,092 paid in 2018, none was paid to related parties.
Fixed Assets,
Intangibles and Long-Lived Assets
The Company
records its fixed assets at historical cost. The Company expenses maintenance and repairs as incurred. Upon disposition of fixed
assets, the gross cost and accumulated depreciation are written off and the difference between the proceeds and the net book value
is recorded as a gain or loss on sale of assets. The Company depreciates its fixed assets over their respective estimated useful
lives ranging from three to fifteen years.
The Company
follows FASB ASC 360-10,
"Property, Plant, and Equipment,"
which established a "primary asset"
approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting
for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived
asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition
of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
For the periods ending September 30, 2018 and December 31, 2017 the Company had not experienced impairment losses on its long-lived
assets.
Revenue
Recognition
Effective January 1, 2018, the Company adopted the
requirements of ASU No. 2014-09,
Revenue from Contracts with Customers: Topic 606
(ASU 2014-09 or ASC 606). The
adoption of ASC 606 resulted in changes to the Company’s accounting policies for revenue recognition previously recognized
under ASC 605 (Legacy GAAP), as detailed below.
Revenue Recognition Policy
Under
ASC 606 the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount
that reflects the consideration the Company expects to receive in exchange for those products or services. To achieve the core
principle of ASC 606, the Company performs the following steps
:
1) Identify
the contract(s) with a customer;
2) Identify
the performance obligations in the contract;
3) Determine
the transaction price;
4) Allocate
the transaction price to the performance obligations in the contract; and
5) Recognize
revenue when (or as) we satisfy a performance obligation.
The
Company derives its revenue from two sources: (1) subscription revenues, which are comprised of subscription fees from
customers accessing the Company’s
TurnScor® and CyberloQ™
products
and from customers purchasing additional support beyond the standard support
that is included in the basic subscription fees; and (2) related professional services and other revenue, which consists
primarily of services related to development, set-up, ingestion, consulting and training fees. The Company’s
subscription arrangements provide customers the right to access the Company’s hosted software applications. Customers
do not have the right to take possession of the Company’s software during the hosting arrangement.
As of September 30, 2018, the Company has a contract
asset of $35,000 as a receivable amount from a customer’s non-refundable service contract, as well as a contract liability
of $35,000 to perform on that contract. Note that a contract liability of $10,833 currently exists on the balance sheet related
to the same contract, but no contract asset is related to that portion.
Fair
Value Measurements
For certain
financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and
notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
The Company
has adopted FASB ASC 820-10,
"Fair Value Measurements and Disclosures."
FASB ASC 820-10 defines fair
value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements
for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities
each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between
the origination of such instruments and their expected realization and their current market rate of interest. The three levels
of valuation hierarchy are defined as follows:
·
Level
1 inputs to the valuation methodology are quoted prices 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.
·
Level
3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company
did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair
value in accordance with FASB ASC 815.
In February
2007, the FASB issued FAS No. 159,
"The Fair Value Option for Financial Assets and Financial Liabilities,"
now
known as ASC Topic 825-10
"Financial Instruments."
ASC Topic 825-10 permits entities to choose to measure
many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option
has been elected are reported in earnings. FASB ASC 825-10 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2007. The Company has adopted FASB ASC 825-10. The Company chose not to elect the option to measure the
fair value of eligible financial assets and liabilities.
Segment
Reporting
FASB
ASC 280,
"Segment Reporting"
requires use of the "management approach" model for segment reporting.
The management approach model is based on the way a company's management organizes segments within the company for making operating
decisions and assessing performance. The Company determined it has one operating segment.
Income
Taxes
Deferred
income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences
and operating loss and tax credit carry forwards, and deferred tax liabilities are
recognized
for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all-of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of the changes in tax laws and rates of the date of enactment.
When
tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions
that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent
likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax
positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in
the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities
upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income
taxes in the statements of operations. The Company is not aware of uncertain tax positions.
Earnings
(Loss) Per Share
Earnings
per share is calculated in accordance with the FASB ASC 260-10, "Earnings Per Share." Basic earnings (loss) per share
is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the assumption
that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury
stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time
of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during
the period.
At
September 30, 2018 and December 31, 2017 the Company has 1,125,000 and 1,750,000 warrants as well as 1,000,000 and 0 options, issued
(respectively) that can be exercised and could be dilutive to the existing number of shares issued and outstanding. However, due
to the Company’s periods of losses, the basic weighted average is equal to the diluted weighted average shares outstanding
.
The computation
of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial
statements.
Stock
Based Compensation
The Company
adopted FASB ASC Topic 718 – Compensation – Stock Compensation (formerly SFAS 123R), which establishes the use
of the fair value-based method of accounting for stock-based compensation arrangements under which compensation cost is determined
using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which
the related services are rendered. For stock-based compensation the Company recognizes an expense in accordance with
FASB ASC Topic 718 and values the equity securities based on the fair value of the security on the date of grant. Stock
option awards are valued using the Black-Scholes option-pricing model.
In accordance
with ASC Topic 505, the Company accounts for stock issued to non-employees where the value of the stock compensation is based upon
the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which
the necessary performance to earn the equity instruments is complete.
Recent
Accounting Pronouncements
In July 2018,
the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. The amendments expand the scope of ASC
718, Compensation – Stock Compensation, to include share-based payment transactions for acquiring goods and services from
nonemployees and to supersede the guidance in ASC 505-50, Equity-Based Payments to Non-Employees. The accounting for nonemployee
awards will now be substantially the same as current guidance for employee awards. ASU 2018-07 impacts all entities that issue
awards to nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations, as well
as to nonemployees of an equity method investee that provide goods or services to the investee that are used or consumed in the
investee’s operations. ASU 2018-07 aligns the measurement-date guidance for employee and nonemployee awards using the current
employee model, meaning that the measurement date for nonemployee equity-classified awards generally will be the grant date, while
liability-classified awards generally will be the settlement date. ASU 2018-07 is effective for public business entities for fiscal
years beginning after December 15, 2018, including interim periods within that fiscal year. The Company is considering the effect
of this adoption to its financial reports.
In January
2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises
the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation
of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements
associated with the fair value of financial instruments. The new guidance requires the fair value measurement of investments in
equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures
and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for
under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities
will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance
as available for sale in other comprehensive income (OCI). They also will no longer be able to use the cost method of accounting
for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do
not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception
and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). The ASU also
establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial
liabilities for which the fair value option (FVO) has been elected. Under this guidance, an entity would be required to separately
present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting
the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value
attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current
guidance. For the Company, this standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning
retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied
prospectively. This adoption has not affected the financial statements.
In March 2016, the FASB issued ASU 2016-08,
“Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus
Net)”. The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance
on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative
examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the
effective date and transition of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. Public entities
should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting
periods therein. The Company has adopted this standard and is reporting gross revenue and agent
considerations as separate line items upon revenue receipt.
In March 2016, the FASB issued
ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which modifies certain accounting aspects for share-based
payments to employees including, among other elements, the accounting for income taxes and forfeitures, as well as classifications
in the statement of cash flows. With respect to income taxes, under current guidance, when a share-based payment award such as
a stock option or restricted stock
unit (RSU) is granted to an employee,
the fair value of the award is generally recognized over the vesting period. However, the related deduction from taxes payable
is based on the award’s intrinsic value at the time of exercise (for an option) or on the fair value upon vesting of the
award (for RSUs), which can be either greater (creating an excess tax benefit) or less (creating a tax deficiency) than the compensation
cost recognized in the financial statements. Excess tax benefits are recognized in additional paid-in capital (APIC) within equity,
and tax deficiencies are similarly recognized in APIC to the extent there is a sufficient APIC amount (APIC pool) related to previously
recognized excess tax benefits. Under the new guidance, all excess tax benefits/deficiencies would be recognized as income tax
benefit/expense in the statement of income. The new ASU’s income tax aspects also impact the calculation of diluted earnings
per share by excluding excess tax benefits/deficiencies from the calculation of assumed proceeds available to repurchase shares
under the treasury stock method. Relative to forfeitures, the new standard allows an entity-wide accounting policy election either
to continue to estimate the number of awards that will be forfeited or to account for forfeitures as they occur. The new guidance
also impacts classifications within the statement of cash flows by no longer requiring inclusion of excess tax benefits as both
a hypothetical cash outflow within cash flows from operating activities and hypothetical cash inflow within cash flows from financing
activities. Instead, excess tax benefits would be classified in operating activities in the same manner as other cash flows related
to income taxes. Additionally, the new ASU requires cash payments to tax authorities when an employer uses a net-settlement feature
to withhold shares to meet statutory tax withholding provisions to be presented as financing activity (eliminating previous diversity
in practice). For the Company, this standard was adopted effective January 1, 2017, and has had no accounting effect to date.
In August 2016, the FASB issued ASU
No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice
in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance
in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after
a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees.
The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows.
For the Company, this ASU is effective January 1, 2018, with early adoption permitted. The standard requires application using
a retrospective transition method. The Company has adopted this standard however, currently this ASU has no impact on its results
of operations and financial condition.
In November 2016, the FASB issued
ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement
of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of
cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents
and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the
statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted
cash/equivalents. For the Company, this ASU is effective January 1, 2018, with early adoption permitted. Entities are required
to apply the standard’s provisions on a retrospective basis. The Company has adopted this standard and this ASU has neither
a retrospective nor current material impact on the Company’s condensed results of operations and financial condition, as
the Company has no restricted cash.
NOTE
2 – GOING CONCERN
The Company
has incurred losses since Inception resulting in an accumulated deficit of $3,456,875 as of September 30, 2018 that includes a
loss of $559,990 for the year ended December 31, 2017. Further losses are anticipated in the development of its business. Accordingly,
there is substantial doubt about the entity’s ability to continue as a going concern within one year after the financial
statements are issued.
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 financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could
result from the outcome of this uncertainty.
The ability
to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining
the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come
due.
Management
anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses.
The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of
management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially
viable and continue as a going concern.
NOTE
3 – STOCKHOLDERS' DEFICIT
Common
Stock
The Company
has 100,000,000 shares of $.001 par value common stock authorized as of September 30, 2018 and December 31, 2017.
The Company
has an agreement to issue 3,333,333 common shares for $300,000 during the fiscal year 2018. Currently, the Company has collected
$100,000 towards that agreement, and is disclosing that amount and the related 1,111,111 common shares as “To be Issued”.
Once the remaining $200,000 is collected, the Company will issue the entire 3,333,333 common shares. This is anticipated to happen
before December 31, 2018.
During
the first nine months of 2018, the Company received $322,000 in payment for 3,203,334 shares of common stock; received $83,300
in services for 435,000 shares of common stock. Also during the same period, the Company issued 60,000 shares of common stock in
payment of $6,000 of accrued legal fees, recognizing a loss on settlement of debt of $12,000; and a conversion of $12,000 of
debt into 150,000 shares, these shares were previously recorded as “Shares to be Issued” in the Balance Sheet. There
were 65,830,515 shares of common stock issued and outstanding as of the period end.
In 2017,
the Company received $700,850 in payment for 12,677,000 shares of common stock. Also in 2017, the Company issued 4,000,000 shares
of common stock to acquire the Cyberloq™ technology, and 350,000 shares of common stock were issued as compensation for services.
Furthermore, the company issued 500,000 shares of common stock for the conversion of debt. There were 61,982,181 shares of common
stock issued and outstanding as of December 31, 2017.
Preferred
Stock
The Company did not have any preferred
stock prior to 2017. In April of 2017, the Company amended its articles of incorporation to create a new class of stock designated
Series A Super Voting Preferred Stock consisting of thirty-thousand (30,000) shares at par value of $0.001 per share. Certain rights,
preferences, privileges and restrictions were established for the Series A Preferred Stock as follows: (a) the amount to be represented
in stated capital at all times for each share of Series A Preferred Stock shall be its par value of $0.001 per share; (b) except
as otherwise required by law, holders of shares of Series A Preferred Stock shall vote together with the common stock as a single
class and the holders of Series A Preferred Stock shall be entitled to five-thousand (5,000) votes per share of Series A Preferred
Stock; and (c) in the event of any liquidation, dissolution or winding-up of the Company, either voluntary or involuntary, the
holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of assets of
the Corporation to the holders of the common stock, the original purchase price paid for the Series A Preferred Stock. All 30,000
shares of the Series A Super Voting Preferred Stock were issued in 2017.
NOTE 4 – COMMITMENTS
The Company rents office space
on a month to month basis for its main office at 871 Venetia Bay Blvd Suite #202 Venice, FL 34285. Monthly rent for this
space is $50. All conditions have been met and paid by the Company.
In 2015, in conjunction with a
proposed TurnScor Card platform, the Company signed three Investor Royalty and Warrant Agreements with four parties. In exchange
for the funds contributed by the four parties, the Company agreed to:
|
1.
|
Pay the investors monthly residuals of 2.0% to 5% per month on the gross revenue after expenses generated by the Company's primary platform in conjunction with the Company's TurnScor Card;
|
|
2.
|
Pay the investors a residual in perpetuity on 2% to 5% of all sub-platform revenue generated; and
|
|
3.
|
Issue warrants to investors all of which have either been exercised or expired except for one individual that has two unexercised warrants: one to purchase 250,000 shares of common stock at $0.15 per share that expires in November of 2018, and another to purchase 250,000 shares of common stock at $0.20 per share that expires in November of 2019.
|
The Company does not plan to proceed
with the TurnScor Card at this time.
NOTE 5 – RELATED PARTY TRANSACTIONS
Acquisition of Cyberloq™
During 2017, the Company acquired
the CyberloQ™ banking fraud prevention technology (the “Technology”). Pursuant to the asset purchase agreement,
the prior license agreement between the Company and CartenTech LLC was terminated, and the Company is now the exclusive owner of
the CyberloQ™ banking fraud prevention technology along with all intellectual property rights associated with the Technology
which is copyrighted with the United States Copyright Office. The owner of CartenTech LLC is Mark Carten, who is also a director
of ACRT and its Chief Technology Officer. On July 28, 2017, the Company purchased the Technology with a value of $720,000. As consideration
for the acquisition of and all rights to the Technology, CartenTech LLC received: (a) payment of $50,000, (b) a note for $150,000,
and (c) 4,000,000 shares of the Company’s common stock. The software is being depreciated over its useful life of six-years
in conjunction with the Company’s depreciation policy.
Issuance of Warrants/Options
In 2016 and 2017,
Rex Schuette, one of the Company’s directors, was issued two warrants to potentially acquire a total of
1,250,000 additional shares of common stock. One warrant to potentially acquire an additional 625,000 shares of common stock
expired on June 19, 2018, and the other warrant to potentially acquire an additional 625,000 shares of common stock expires
on June 28, 2019. Both warrants are exercisable at $0.20 per share. The Company revalued the warrants based on information
that has come forward that caused a recalculation of the 1,250,000 warrants value from the $51,592 (as disclosed in the
December 31, 2017 footnote) to the corrected amount $96,643. The Company has granted 1,200,000 non-qualified stock
option awards and 800,000 incentive stock option awards to an independent contractor. During 2017 and 2018, a total of
1,000,000 non-qualified stock option awards were issued to this contractor and none of the incentive stock option awards were
issued, which are subject to certain performance criteria. All options are exercisable at $0.15 per share and have a 5 year
life. All non-expired warrants are being expensed ratably through expiration; all
non-expired stock option awards are expensed as stock compensation as of the measurement date. As of September 30, 2018, the
remaining non-expired warrant to be expensed is $27,855; the amount expensed during the year for warrants was $68,788 and for
the stock option awards was $203,535. The total number of issued and outstanding warrants and stock option awards as of
September 30, 2018 is 1,125,000 and 1,000,000 respectively.
Related Party Loans Payable
The following is a summary of
related party loans payable:
|
|
For the Periods Ended
|
|
|
|
September 30,
2018
|
|
December 31, 2017
|
|
Loans payable - stockholders
|
|
$
|
45,000
|
|
|
$
|
50,000
|
|
|
Loans from related parties
|
|
$
|
0
|
|
|
$
|
145,000
|
|
Loans Payable - Stockholders
On December 29, 2014, the Company
entered into a partially-convertible promissory note with a shareholder in the amount of $35,000. In January of 2015, the shareholder
partially-exercised its conversion option, and in May of 2016 the shareholder exercised the remainder of its conversion option.
In December 2017, the remaining unpaid principal and interest due on the note was settled in full for a $50,000 note and the Company
recognized $151,324 in gain on settlement of debt. The current $45,000 note has a stated interest rate of 0% and an extended due
date of March 31, 2019.
On October 26, 2013 the Company
issued a promissory note of $150,000. The total amount owed as of September 28, 2017 was $160,900. On September 28,
2017 the total amount of $160,900 was converted to 500,000 shares of stock for a value of $150,000 and recorded other income gain
of $10,900 by the Company.
Loans from Related Parties
As set forth above, during
2017 the Company acquired the intellectual property and ownership rights to CyberloQ™ from Carten Tech, LLC. The owner was
the Company’s Chief Technology Officer, Mark Carten. The purchase included $50,000 in cash, a non-interest bearing note payable
of $150,000, and 4,000,000 shares of Common Stock. The note has been paid in full, the balance of this note payable as of September
30, 2018 is $0.
NOTE
6 – CONVERTIBLE NOTES-STOCKHOLDERS
On June
26, 2012 the company issued a note to a shareholder for $12,000. Principal and interest were not originally recognized on this
note in 2012. On December 29, 2017 this note was converted to 150,000 shares of common stock and the Company recognized the transaction
as stock compensation expense upon such conversion.
NOTE
7 – SUBSEQUENT EVENTS
As of
November 6, 2018, the Company has collected $150,000 of the total $300,000 related to a stock subscription for a total of 3,333,333
common shares. None of the shares have been issued at this time.
On October
1, 2018, the Company had 100,000 options for common stock vest. The term is five years and the option price is $0.15 per share.
November
1, 2018, the Company had 100,000 options for common stock vest. The term is five years and the option price is $0.15 per share.
Other
than the foregoing, the Company is not aware of any subsequent events through the date of this filing that require disclosure
or recognition in these financial statements.