Nevada
|
88-0409170
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
2520 St. Rose Parkway, Suite 319, Henderson, NV
|
89074
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☑
|
· |
the lack of liquidity of our common stock;
|
· |
the availability of capital and sufficiency of our working capital;
|
· |
our ability to identify and acquire a viable business opportunity;
|
· |
our ability to recruit and retain skilled and qualified personnel;
|
· |
the strength and financial resources of our competitors;
|
· |
general economic conditions; and
|
· |
the securities or capital markets and other factors disclosed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this report.
|
Page
|
||
PART I
|
||
Item 1.
|
Business
|
|
Item 1A.
|
Risk Factors
|
4
|
Item 1B.
|
Unresolved Staff Comments
|
5
|
Item 2.
|
Properties
|
5
|
Item 3.
|
Legal Proceedings
|
5
|
Item 4.
|
Mine Safety Disclosures
|
5
|
PART II
|
||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
6
|
Item 6.
|
Selected Financial Data
|
6
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
7
|
Item 7A.
|
Quantitative and Qualitative Disclosure About Market Risk
|
10
|
Item 8.
|
Financial Statements and Supplementary Data
|
10
|
Item 9.
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
22
|
Item 9A.
|
Controls and Procedures
|
22
|
Item 9B.
|
Other Information
|
23
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
23
|
Item 11.
|
Executive Compensation
|
25
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
29
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
29
|
Item 14.
|
Principal Accountant Fees and Services
|
30
|
PART IV
|
||
Item 15.
|
Exhibits, Financial Statement Schedules
|
31
|
Item 1. |
Business.
|
Item 1A. |
Risk Factors.
|
Item 1B. |
Unresolved Staff Comments.
|
Item 2. |
Properties.
|
Item 3. |
Legal Proceedings.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Bid Prices ($)
|
||
High
|
Low
|
|
2016 Fiscal Year:
|
||
March 31, 2016
|
$0.80
|
$0.10
|
June 30, 2016
|
$0.82
|
$0.20
|
September 30, 2016
|
$0.925
|
$0.11
|
December 31, 2016
|
$2.75
|
$0.70
|
2015 Fiscal Year:
|
||
March 31, 2015
|
$0.35
|
$0.20
|
June 30, 2015
|
$0.97
|
$0.20
|
September 30, 2015
|
$0.46
|
$0.26
|
December 31, 2015
|
$0.95
|
$0.28
|
Item 6. |
Selected Financial Data.
|
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 7A. |
Quantitative and Qualitative Disclosure About Market Risk.
|
Item 8. |
Financial Statements and Supplementary Data.
|
TRAILBLAZER RESOURCES, INC.
|
||||||||
BALANCE SHEETS
|
||||||||
December 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
349
|
$
|
2,310
|
||||
Total current assets
|
349
|
2,310
|
||||||
Total assets
|
$
|
349
|
$
|
2,310
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Convertible notes payable
|
$
|
400,000
|
$
|
550,000
|
||||
Accounts payable
|
36,436
|
20,573
|
||||||
Note payable
|
523,500
|
477,500
|
||||||
Advances from shareholders
|
344,562
|
327,062
|
||||||
Note payable to shareholder
|
26,688
|
15,263
|
||||||
Accrued expenses
|
239,527
|
222,032
|
||||||
Total current liabilities
|
1,570,713
|
1,612,430
|
||||||
Revolving convertible note, shareholder
|
-
|
-
|
||||||
Total liabilities
|
1,570,713
|
1,612,430
|
||||||
Stockholders' deficit:
|
||||||||
Common stock - $.001 par value; 100,000,000 shares
|
||||||||
authorized, 28,344,290 shares issued and outstanding at
|
||||||||
December 31, 2016 and December 31, 2015, respectively
|
28,344
|
28,344
|
||||||
Common stock payable
|
136,194
|
-
|
||||||
Additional paid-in capital
|
23,336,789
|
23,336,789
|
||||||
Accumulated deficit
|
(25,071,691
|
)
|
(24,975,253
|
)
|
||||
Total stockholders' deficit
|
(1,570,364
|
)
|
(1,610,120
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
349
|
$
|
2,310
|
TRAILBLAZER RESOURCES, INC.
|
||||||||
STATEMENTS OF OPERATIONS
|
||||||||
For the Year Ended December 31,
|
||||||||
2015
|
2016
|
|||||||
Revenue
|
$
|
-
|
$
|
-
|
||||
Operating expenses:
|
||||||||
General and administrative expenses
|
90,749
|
100,319
|
||||||
Total operating expenses
|
90,749
|
100,319
|
||||||
Loss from operations
|
(90,749
|
)
|
(100,319
|
)
|
||||
Gain on debt extinguishment
|
38,259
|
-
|
||||||
Interest expense
|
(43,948
|
)
|
(63,515
|
)
|
||||
(5,689
|
)
|
(63,515
|
)
|
|||||
Loss before income tax benefit
|
(96,438
|
)
|
(163,834
|
)
|
||||
Income tax benefit
|
-
|
-
|
||||||
Net loss
|
$
|
(96,438
|
)
|
$
|
(163,834
|
)
|
||
Net loss per common share - basic and diluted
|
$
|
-
|
$
|
(0.01
|
)
|
|||
Weighted average shares outstanding - basic
and diluted |
28,344,290
|
28,344,290
|
Common Stock
|
Additional
Paid-In |
Accumulated
|
Common Stock
|
Stockholders’
|
||||||||||||||||||||
Shares
|
Amount | Capital | Deficit | Payable | Deficit | |||||||||||||||||||
BALANCE
January 1, 2015
|
28,344,290
|
$
|
28,344
|
$
|
23,336,789
|
$
|
(24,811,419
|
)
|
$
|
-
|
$
|
(1,446,286
|
)
|
|||||||||||
Net loss for the year
ended December 31, 2015 |
-
|
-
|
-
|
(163,834
|
)
|
-
|
(163,834
|
)
|
||||||||||||||||
BALANCE –
December 31, 2015
|
28,344,290
|
$
|
28,344
|
$
|
23,336,789
|
$
|
(24,975,253
|
)
|
$
|
-
|
(1,610,120
|
)
|
||||||||||||
Convertible notes
converted into common stock |
-
|
-
|
-
|
-
|
136,194
|
136,194
|
||||||||||||||||||
Net loss for the year
ended December 31, 2016 |
-
|
-
|
-
|
(96,438
|
)
|
-
|
(96,438
|
)
|
||||||||||||||||
BALANCE –
December 31, 2016
|
28,344,290
|
$
|
28,344
|
$
|
23,336,789
|
$
|
(25,071,691
|
)
|
$
|
136,194
|
(1,570,364
|
)
|
TRAILBLAZER RESOURCES, INC.
|
||||||||
STATEMENTS OF CASH FLOWS
|
||||||||
Year Ended
|
||||||||
December 31,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(96,438
|
)
|
$
|
(163,834
|
)
|
||
Adjustments to reconcile net loss to net cash used in
|
||||||||
operating activities:
|
||||||||
Gain on extinguishment of debt
|
(38,259
|
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts payable
|
13,863
|
(33,820
|
)
|
|||||
Accrued expenses
|
43,948
|
63,514
|
||||||
Net cash used in operating activities
|
(76,886
|
)
|
(134,140
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Increase (decrease) in advances from shareholders, net
|
17,500
|
(15,000
|
)
|
|||||
Increase in short-term notes payable
|
46,000
|
477,500
|
||||||
Payments on note payable to shareholder
|
(25,213
|
)
|
(106,500
|
)
|
||||
Increase in short-term notes payable, shareholder
|
36,638
|
30,450
|
||||||
Payments on revolving convertible note, shareholder
|
-
|
(250,000
|
)
|
|||||
Net cash provided by financing activities
|
74,925
|
136,450
|
||||||
Net decrease in cash and cash equivalents
|
(1,961
|
)
|
2,310
|
|||||
Cash and cash equivalents:
|
||||||||
Beginning of period
|
2,310
|
-
|
||||||
End of period
|
$
|
349
|
$
|
2,310
|
||||
Supplemental cash flow information:
|
||||||||
Cash paid during the period for interest
|
$
|
-
|
$
|
-
|
||||
Non-cash investing and financing activities:
|
||||||||
Conversion of common stock and accrued interest into common stock
|
$
|
174,453
|
$
|
-
|
TRAILBLAZER RESOURCES, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
TRAILBLAZER RESOURCES, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
TRAILBLAZER RESOURCES, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
TRAILBLAZER RESOURCES, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
|
Years Ended December 31,
|
|||||||
|
2016
|
2015
|
||||||
Current
|
$
|
—
|
$
|
—
|
||||
Deferred
|
38,000
|
64,000
|
||||||
Subtotal
|
38,000
|
64,000
|
||||||
Change in valuation allowance
|
38,000
|
64,000
|
||||||
Income tax expense
|
$
|
—
|
$
|
—
|
TRAILBLAZER RESOURCES, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
|
December 31,
|
|||||||
|
2016
|
2015
|
||||||
|
||||||||
Net operating loss carry forwards
|
$
|
2,184,000
|
$
|
2,224,000
|
||||
Other
|
1,000
|
1,000
|
||||||
|
2,185,000
|
2,225,000
|
||||||
Valuation allowance
|
(2,185,000
|
)
|
(2,225,000
|
)
|
||||
Net deferred tax asset
|
$
|
—
|
$
|
—
|
|
Years Ended December 31,
|
|||||||
|
2016
|
2015
|
||||||
Expected statutory rate
|
(34.0
|
)%
|
(34.0
|
)%
|
||||
State income tax rate, net of Federal benefit
|
(5.3
|
)%
|
(5.3
|
)%
|
||||
Permanent differences
|
||||||||
Other
|
—
|
%
|
—
|
%
|
||||
|
(39.3
|
)%
|
(39.3
|
)%
|
||||
Valuation allowance
|
39.3
|
%
|
39.3
|
%
|
||||
|
—
|
%
|
—
|
%
|
TRAILBLAZER RESOURCES, INC.
|
NOTES TO FINANCIAL STATEMENTS
|
2016
|
2015
|
|||||||
Basic and diluted loss per share calculation:
|
||||||||
Net loss from continuing operations to common shareholders
|
$
|
(96,438
|
)
|
$
|
(163,834
|
)
|
||
Net loss to common shareholders
|
$
|
(96,438
|
)
|
$
|
(163,834
|
)
|
||
Weighted average common shares outstanding
|
28,334,290
|
28,334,290
|
||||||
Net loss per share from continuing operations
|
$
|
-
|
$
|
(0.01
|
)
|
|||
Basic and diluted net loss per common share
|
$
|
-
|
$
|
(0.01
|
)
|
Item 9. |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
|
Item 9A. |
Controls and Procedures.
|
· |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
|
· |
Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
· |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
· |
With the Company operating as a shell company, there is a lack of segregation of duties within the accounting and financial reporting process.
|
· |
Since we use external consultants to prepare our financial statements and provide sufficient documentation of such preparation and review procedures, our officers must rely on such documentation.
|
Item 9B. |
Other Information.
|
Item 10. |
Directors, Executive Officers and Corporate Governance.
|
Name
|
Age
|
Current Position with Company
|
Mark Huelskamp
|
61
|
Interim Chief Executive Officer and Director
|
Bob A. Varma
|
66
|
Interim Chief Financial Officer, Secretary and Director
|
Item 11. |
Executive Compensation.
|
Name and Principal Position
|
Fiscal Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards
($)
|
All Other
Compensation
($)
|
Total
($)
|
Mark Huelskamp,
Interim Chief Executive Officer
|
2016
|
-
|
-
|
-
|
-
|
-
|
-
|
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Samuel Fairchild,
Former Chief Executive Officer
|
2016
|
-
|
-
|
-
|
-
|
-
|
-
|
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Bob A. Varma,
Interim Chief Financial Officer
|
2016
|
-
|
-
|
-
|
-
|
-
|
-
|
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Name and Address of Beneficial Owners (1)
|
Amount and Nature of
Beneficial Ownership
|
Percent of Class for Vote (2)
|
Mark Huelskamp
|
218,428
|
0.8%
|
Bob A. Varma
|
0
|
--
|
Officers and directors as a group (2 persons)
|
218,428
|
0.8%
|
(1) |
To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, it is anticipated that each person named in the table will have sole voting and investment power with respect to the shares set forth opposite such person’s name.
|
(2) |
Based on 28,427,288 shares of common stock outstanding as of March 31, 2017.
|
Plan Category
|
Number of securities to be
issued upon exercise of outstanding options, warrants and rights |
Weighted average exercise
price of outstanding options, warrants and rights |
Number of securities
remaining available for future issuance |
Equity compensation
plans approved by security holders |
-0-
|
--
|
2,834,429
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence.
|
Item 14. |
Principal Accountant Fees and Services.
|
|
Year Ended December 31,
|
|||||||
|
2016
|
2015
|
||||||
Audit fees (1)
|
$
|
23,500
|
$
|
23,500
|
||||
Audit-related fees
|
-
|
-
|
||||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
-
|
-
|
||||||
Total fees
|
$
|
23,500
|
$
|
23,500
|
(1) |
The amount billed or to be billed to us for professional services related to the audit of our annual financial statements for the years ended December 31, 2016 and 2015 and included reviews of our quarterly reports on Form 10-Q.
|
Item 15. |
Exhibits, Financial Statement Schedules.
|
Regulation
S-K Number
|
Document
|
3.1
|
Amended and Restated Articles of Incorporation effective October 14, 2008 (1)
|
3.2
|
Amended and Restated Bylaws adopted October 14, 2008 (1)
|
3.3
|
Certificate of Amendment to Articles of Incorporation (2)
|
4.1
|
Form of Debenture (3)
|
4.2
|
Form of Warrant (3)
|
10.1
|
2008 Stock Incentive Plan (1)
|
10.2
|
Stock Purchase Agreement dated August 12, 2011 (4)
|
10.3
|
Revolving Convertible Promissory Note to Diversified Equities Partners, LLC dated February 21, 2013 (5)
|
16.1
|
Letter from BDO USA, LLP (6)
|
31.1
|
Rule 13a-14(a) Certification of Mark Huelskamp
|
31.2
|
Rule 13a-14(a) Certification of Bob A. Varma
|
32.1
|
Certification of Mark Huelskamp Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification of Bob A. Varma Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101*
|
Financial statements from the Annual Report on Form 10-K of Trailblazer Resources, Inc. for the fiscal year ended December 31, 2016, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Stockholders’ Deficit; (iv) the Statements of Cash Flows; and (v) the Notes to Financial Statements.
|
(1) |
Filed as an exhibit to the Current Report on Form 8-K dated October 14, 2008, filed October 17, 2008.
|
(2) |
Filed as an exhibit to the Current Report on Form 8-K dated October 21, 2011, filed October 27, 2011.
|
(3) |
Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 19, 2008.
|
(4) |
Filed as an exhibit to the Current Report on Form 8-K dated August 12, 2011, filed August 19, 2011.
|
(5) |
Filed as an exhibit to the Current Report on Form 8-K dated February 21, 2013, filed February 27, 2013.
|
(6) |
Filed as an exhibit to the Current Report on Form 8-K dated February 13, 2015, filed February 17, 2015
|
TRAILBLAZER RESOURCES, INC.
|
||
Dated: April 17, 2017
|
By:
|
/s/ Mark Huelskamp
|
Mark Huelskamp, Interim Chief Executive Officer and Director
|
Signature
|
Title
|
Date
|
|
/s/ Mark Huelskamp
|
Interim Chief Executive Officer
|
April 17, 2017
|
|
Mark Huelskamp
|
and Director
|
||
/s/ Bob A. Varma
|
Interim Chief Financial Officer
|
April 17, 2017
|
|
Bob A.Varma
|
and Director
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d) |
disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
Date: April 17, 2017
|
||
/s/ Mark Huelskamp
|
||
Mark Huelskamp
|
||
Interim Chief Executive Officer
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d) |
disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
Date: April 17, 2017
|
||
/s/ Bob A. Varma
|
||
Bob A. Varma
|
||
Interim Chief Financial Officer
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 17, 2017
|
||
/s/ Mark Huelskamp
|
||
Mark Huelskamp
|
||
Interim Chief Executive Officer
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 17, 2017
|
||
/s/ Bob A. Varma
|
||
Bob A. Varma
|
||
Interim Chief Financial Officer
|
Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Mar. 31, 2017 |
Jun. 30, 2016 |
|
Document And Entity Information | |||
Entity Registrant Name | TRAILBLAZER RESOURCES INC. | ||
Entity Central Index Key | 0001119807 | ||
Document Type | 10-K | ||
Trading Symbol | TBLZ | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 11,390,974 | ||
Entity Common Stock, Shares Outstanding | 28,427,288 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2016 |
BALANCE SHEETS - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Current assets: | ||
Cash | $ 349 | $ 2,310 |
Total current assets | 349 | 2,310 |
Total assets | 349 | 2,310 |
Current liabilities: | ||
Convertible notes payable | 400,000 | 550,000 |
Accounts payable | 36,436 | 20,573 |
Note payable | 523,500 | 477,500 |
Advances from shareholders | 344,562 | 327,062 |
Note payable to shareholder | 26,688 | 15,263 |
Accrued expenses | 239,527 | 222,032 |
Total current liabilities | 1,570,713 | 1,612,430 |
Revolving convertible note, shareholder | ||
Total liabilities | 1,570,713 | 1,612,430 |
Stockholders' deficit: | ||
Common stock - $.001 par value; 100,000,000 shares authorized, 28,344,290 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 28,344 | 28,344 |
Common stock payable | 136,194 | |
Additional paid-in capital | 23,336,789 | 23,336,789 |
Accumulated deficit | (25,071,691) | (24,975,253) |
Total stockholders' deficit | (1,570,364) | (1,610,120) |
Total liabilities and stockholders' deficit | $ 349 | $ 2,310 |
BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 28,344,290 | 28,344,290 |
Common stock, outstanding | 28,344,290 | 28,344,290 |
STATEMENTS OF OPERATIONS - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses: | ||
General and administrative expenses | 90,749 | 100,319 |
Total operating expenses | 90,749 | 100,319 |
Loss from operations | (90,749) | (100,319) |
Gain on debt extinguishment | 38,259 | |
Interest expense | (43,948) | (63,515) |
Nonoperating losses | (5,689) | (63,515) |
Loss before income tax benefit | (96,438) | (163,834) |
Income tax benefit | ||
Net loss | $ (96,438) | $ (163,834) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.01) | |
Weighted average shares outstanding - basic and diluted (in shares) | 28,344,290 | 28,344,290 |
STATEMENTS OF SHAREHOLDER DEFICIT - USD ($) |
Common Stock [Member] |
Additional Paid-In Capital [Member] |
Accumulated Deficit [Member] |
Common Stock Payable [Member] |
Total |
---|---|---|---|---|---|
Balance at beginning at Dec. 31, 2014 | $ 28,344 | $ 23,336,789 | $ (24,811,419) | $ (1,446,286) | |
Balance at beginning (in shares) at Dec. 31, 2014 | 28,344,290 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (163,834) | (163,834) | |||
Balance at ending at Dec. 31, 2015 | $ 28,344 | 23,336,789 | (24,975,253) | (1,610,120) | |
Balance at ending (in shares) at Dec. 31, 2015 | 28,344,290 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Convertible notes converted to common stock | 136,194 | 136,194 | |||
Net loss | (96,438) | (96,438) | |||
Balance at ending at Dec. 31, 2016 | $ 28,344 | $ 23,336,789 | $ (25,071,691) | $ 136,194 | $ (1,570,364) |
Balance at ending (in shares) at Dec. 31, 2016 | 28,344,290 |
Nature of Business and Significant Accounting Policies |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1. Nature of Business and Significant Accounting Policies Nature of Business Trailblazer Resources, Inc., (the “Company”), is a public shell company that is seeking a business opportunity. We currently have no on-going business operations. The Company formerly engaged in the manufacture, sale, installation and service of fiberglass tank and piping products through ECC Corrosion, Inc. (“ECC-C”), a former wholly owned subsidiary of the Company. On September 2, 2011, the Board of Directors of the Company, acting on the recommendation of its disinterested directors, approved the sale of all of the stock of ECC-C to Jamie and Jennifer Mancl and their affiliated entities who were the majority shareholders of the Company (the “Mancls”) in exchange for substantially all of the Mancls’ shares of the Company’s common stock pursuant to the terms of a Stock Purchase Agreement dated August 12, 2011 (the “ECC-C Sale”). On October 21, 2011, the Company completed the ECC-C Sale. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Concentrations of Risk The Company maintains its cash in high-quality financial institutions. The balances, at times, may exceed the federally insured limits. Cash and Cash Equivalents For purposes of balance sheet presentation, the Company considers all unrestricted demand deposits, money market funds, savings funds and investments with an original maturity of three months or less to be cash and cash equivalents. Income Taxes Income taxes are provided for using the asset and liability method of accounting. A deferred tax asset or liability is recorded for all differences between the reported amounts of assets and liabilities and their respective tax basis, and for tax credit carryforwards. 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 effect of changes in tax laws and rates on the date of enactment. The
Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) guidance. This
guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position
must be more-likely-than not to be sustained upon examination by taxing authorities. The Company believes its income tax filing
positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and
penalties has been recorded at December 31, 2016 and 2015. In accordance with the guidance, the Company has adopted
a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be
classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements
of operations. The Company’s remaining open tax years subject to examination include the years ended December 31,
2010 through 2016. Advertising Expense The Company expenses advertising costs as incurred. The Company had no advertising expense during the years ended December 31, 2016 and 2015, respectively. Fair Value of Financial Instruments The Company’s financial instruments included on the balance sheet include cash, accounts payable, and debt. Fair values of accounts payable and cash were assumed to approximate cost or carrying values. At December 31, 2016 and 2015, it is deemed impracticable to estimate the fair value of the Company’s debt, as (a) quoted market prices are not available, and (b) the debt involves a related party. A valuation model necessary to estimate the fair value has not been developed, and the cost of obtaining an independent valuation is deemed excessive in relation to the value of the debt held by the Company. Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss). Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities. For the years ended December 31, 2016 and 2015, there were no adjustments to net loss to arrive at comprehensive loss. Reclassifications Certain items previously reported were reclassified for consistency with the current presentation. Recent Accounting Pronouncements The Company has no operations during the periods presented. Therefore, no new accounting standards issued or effective during the year ended December 31, 2016 had or are expected to have a material impact on the Company’s results of operations, financial condition, or cash flows. |
Going Concern Uncertainty |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | Note 2. Going Concern Uncertainty The accompanying financial statements have been prepared in conformity with GAAP, assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2016, the Company had a working capital deficiency of $1,570,364 and an accumulated deficit of $25,071,691, and reported a net loss for the year then ended of $96,438. The Company has limited financial resources, has been unprofitable since its inception and currently has no source of revenue generating activities. These factors raise substantial doubt about its ability to continue as a going concern. Management plans to rely on advances from certain shareholders to fund its ongoing obligations; however, there is no guarantee that the Company will be able to obtain an adequate amount of funding. If the Company is unable to obtain the necessary funding, the Company may need to liquidate. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Convertible Notes Payable |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 3. Convertible Notes Payable In August 2008, the Company began a private placement offering of Units, each Unit consisting of (i) a 3-year, 6% convertible debenture with a conversion price of $2.50 (the “Conversion Price”) per share (subject to adjustment for stock splits and stock dividends) (the “Debentures”), and (ii) a number of warrants equal to the number of shares issuable upon conversion of the principal amount of the Convertible Debenture (the “Warrants”). The private placement was closed on December 14, 2008. Debentures in the aggregate principal amount of $6,370,000 were sold which included the issuance of 2,548,000 Warrants (expired). The Debentures are considered to be conventional convertible debt. All outstanding Debentures, totaling $400,000 and $550,000 at both December 31, 2016 and 2015, respectively, are past their maturity dates and are currently due on demand. The effective annual interest rate for both of the years ended December 31, 2016 and 2015 was 6%. In December 2016, certain debenture holders converted $150,000 in outstanding principal and $24,453 in accrued interest payable to 69,782 shares of common stock. The shares were issued in January 2017 and consequently recorded as common stock payable as of December 31, 2016. Accrued interest payable as of December 31, 2016 and 2015 amounted to $133,217 and $124,939, respectively. |
Note Payable |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 4. Note Payable On April 15, 2015, the Company established a promissory note in the amount of $250,000 with Global CashSpot Corp (GCS). Under the terms of the promissory note, GCS has agreed to advance the Company funds up to $250,000 to fund accounting, legal and other operating costs. The unsecured promissory note is non-interest bearing, and repayment is due within 60 days following notice of demand by GCS. In the event the Company enters into a business combination with GCS, the promissory note shall be deemed paid in full. In September 2015, the Company and GCS agreed to amend the promissory note, increasing its amount to $350,000. The borrowing amount was further increased to $515,000 and $523,500 in February and August 2016, respectively. During the years ended December 31, 2016 and 2015, GCS advanced $46,000 and $477,500 under the promissory note, respectively. |
Advances From Shareholders |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Receivables, Other, Related Parties and Retainage [Abstract] | |
Advances From Shareholders | Note 5. Advances From Shareholders Subsequent to the divestiture of the Company’s operating entity (ECC-C) on October 21, 2011, the Company’s operating expenses have been funded primarily by advances from certain shareholders. Going forward, the Company will continue to incur ongoing professional fees in connection with being a public company. At December 31, 2016 and 2015, $344,562 and $327,062, is owed to certain shareholders who have made unsecured advances to the Company to fund operations. Included in the balance in each year is a $125,000 advance bearing a 3.5% interest rate, and is due upon demand. The remaining shareholder advance balances at December 31, 2016 and 2015 are non-interest bearing and due upon demand. On February 21, 2013, the Company established a revolving convertible line of credit arrangement in the amount of $250,000 with DEP as described in Note 7, Revolving Convertible Note, Shareholder. During 2015, the Company repaid $50,000 of shareholder advances, funded entirely by the proceeds of the note payable from GCS, discussed in Note 4. Note Payable. During 2016 and 2015, $4,376 and $4,375, of interest expense was incurred on advances from shareholders, all of which was outstanding and included in accrued expenses at December 31, 2016. All advances are unsecured, non-interest bearing, and due on demand. |
Note Payable to Shareholder |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Notes and Loans Payable, Current [Abstract] | |
Note Payable to Shareholder | Note 6. Note Payable to Shareholder In July 2013, the Company entered into a revised consulting agreement with the Company's contract controller, JIMMAR Consulting, Inc. ("JIMMAR"), providing for consulting fees. The Company’s debt to JIMMAR, amounted to $26,668 and $15,263 at December 31, 2016 and 2015, respectively. The debt agreement required payment of the entire outstanding balance on or before December 31, 2013, with interest accruing at a rate of 15% per annum. Interest was to be paid in cash, or could, at the Company's option, be paid in common shares of the Company's stock, based on a conversion price of $0.37 per share. During the years ended December 31, 2016 and 2015, the Company made payments aggregating $25,213 and $106,500, respectively. Accrued interest on the note payable to shareholder was $36,026 and $29,183 at December 31, 2016 and 2015, respectively, and is included in accrued expenses. |
Revolving Convertible Note, Shareholder |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Revolving Convertible Note, Shareholder | Note 7. Revolving Convertible Note, Shareholder On February 21, 2013, the Company established an unsecured revolving convertible note in the amount of $250,000 with DEP. Under the terms of the note, DEP agreed to make loans to the Company during the three-year term of the revolving credit commitment period. Interest accrued on the unpaid principal balance at a rate of eight percent per annum and required quarterly payments beginning May 31, 2013; however, none of the interest has been paid as of December 31, 2016. DEP waived its right to call payment on the loan if all accrued interest was paid prior to February 21, 2016. During 2015, the entire $250,000 principal balance of the revolving note was repaid, funded entirely by the proceeds of the note payable from GCS, discussed in Note 4. Note Payable. Accrued expenses include $49,260 of interest due to shareholders relating to this revolving convertible note as of December 31, 2016 and 2015, respectively. Interest expense on the revolving convertible note, shareholder was $0 and $14,268 for the years ended December 31, 2016 and 2015, respectively, and is included in accrued expenses. |
Stockholders' Equity |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity Stock Issuances and Warrants There were no common stock or warrant issuances during the years ended December 31, 2016 and 2015. Converted Debt ~ Common Stock Payable There were no shares issued for conversions of debt to equity during the years ended December 31, 2016 and 2015. However, in December 2016, certain convertible debenture holders converted $150,000 in outstanding principal and $24,453 in accrued interest payable to 69,782 shares of common stock. The shares were issued in January 2017 and consequently recorded as common stock payable of $136,194 as of December 31, 2016. The Company recognized $38,259 of gain on extinguishment of debt during the years ended December 31, 2016. |
Income Taxes |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 9. Income Taxes
The income tax provision (benefit) consisted of the following for the years ended December 31, 2016 and 2015:
At December 31, 2016 and 2015, the Company reviewed all available evidence pertaining to the realization of the Company’s recorded deferred tax assets. The negative evidence available to the Company at December 31, 2016 and 2015 included the Company’s continued significant operating losses recorded through December 31, 2016 and 2015 and the divestiture of the Company’s only operating business on October 31, 2011. Based on the weighting of the evidence, the Company concluded that a full valuation allowance was needed as of December 31, 2016 and 2015.
Significant components of the Company’s estimated deferred tax assets and liabilities at December 31 are as follows:
As of December 31, 2016, the Company had federal net operating loss carryforwards of approximately $5,742,000 expiring in various years from 2028 through 2035. Due to the significant ownership change that occurred with the divestiture of ECC-C on October 21, 2011, these federal operating loss carryforwards will likely be severely limited after a U.S. Internal Revenue Code Section 382 study is performed if the Company becomes profitable in the future.
The reconciliation of the tax provision (benefit) compared at the statutory rate to the effective tax rate is as follows for the years ended December 31:
|
Related Party Transactions |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions During the year ended December 31, 2015, the Company reimbursed its Chief Financial Officer for $16,300 of miscellaneous expenses incurred on behalf of the Company. During 2015, the entire $250,000 principal balance of the revolving note was repaid, funded entirely by the proceeds of the note payable from GCS, discussed in Note 4. Note Payable. Accrued expenses include $49,260 of interest due to shareholders relating to this revolving convertible note as of December 31, 2016 and 2015, respectively. |
Commitments and Contingencies |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Legal Proceedings The Company may be subject to legal proceedings and claims arising in the ordinary course of business. As of the date hereof, we are not currently involved in any pending or threatened legal proceedings. |
Loss Per Share |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss Per Share | Note 12. Loss Per Share The Company computes earnings (loss) per share using two different methods, basic and diluted, and presents per share data for all periods in which statements of operations are presented. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock and common stock equivalents outstanding, so long as such equivalents are not anti-dilutive. The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share for the years ended December 31, 2016 and 2015:
The following common stock equivalents have been excluded from the diluted per share calculations because they are anti-dilutive: (1). At December 31, 2016 and 2015, there were outstanding convertible debentures equivalent to 160,000 and 220,000 common shares, respectively. (2). At December 31, 2016 and 2015, there were no outstanding warrant equivalents. (3). At December 31, 2016 and 2015, there were no outstanding option equivalents. (4). At December 31, 2016 and 2015, there were no outstanding revolving convertible note equivalents. (5). At December 31, 2016, there were 69,782 common shares payable to convertible debtholders. |
Subsequent Events |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events On December 8, 2016, the Company entered into a mutually binding letter of intent to acquire Global CashSpot Corp (“GCS”). Under the letter of intent, the Company will issue 37,809,039 newly issued shares of the Company in exchange for all outstanding shares of GCS. Both parties intended that the transaction would close within 60 days, unless extended by mutual agreement of both parties. On February 8, 2017, the parties agreed to extend the date by which closing would occur to March 31, 2017. As a condition precedent to closing, the Company will obtain all necessary shareholder authorizations to change its name to Global CashSpot Corp, and bring its SEC reporting obligations current. GCS is a financial technology company deploying a proprietary cross-border payment network that enables un-banked or self- banked consumers around the world to transfer money, via computer or mobile device from anywhere in the world using a branded prepaid debit card. In December 2016, eight of twelve of the Company’s convertible note holders consented to convert $275,000 of their notes payable in exchange for shares of the Company’s common stock at $2.50 per share. Five of these notes, aggregating to $150,000 have conversion dates in December 2016. For the remaining $125,000 of these notes, the noteholders consented to convert their notes upon closing of the GCS transaction. To further facilitate the GCS transaction, the Company's Board of Directors reinstated the original conversion price of $2.50 per share for all unpaid accrued interest payable on the convertible notes. The shares were issued on January 20, 2017 in conjunction with these conversions. The interest related to the converting debentures was $24,453, which, together with the principal of $150,000, translated to 69,782 shares of stock. Additionally, 13,216 shares were issued to pay $33,041 of accrued interest for non-converting debentures. In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2016 to the date of these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above. |
Nature of Business and Significant Accounting Policies (Policies) |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Trailblazer Resources, Inc., (the “Company”), is a public shell company that is seeking a business opportunity. We currently have no on-going business operations. The Company formerly engaged in the manufacture, sale, installation and service of fiberglass tank and piping products through ECC Corrosion, Inc. (“ECC-C”), a former wholly owned subsidiary of the Company. On September 2, 2011, the Board of Directors of the Company, acting on the recommendation of its disinterested directors, approved the sale of all of the stock of ECC-C to Jamie and Jennifer Mancl and their affiliated entities who were the majority shareholders of the Company (the “Mancls”) in exchange for substantially all of the Mancls’ shares of the Company’s common stock pursuant to the terms of a Stock Purchase Agreement dated August 12, 2011 (the “ECC-C Sale”). On October 21, 2011, the Company completed the ECC-C Sale. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. |
Concentrations of Risk | Concentrations of Risk The Company maintains its cash in high-quality financial institutions. The balances, at times, may exceed the federally insured limits. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation, the Company considers all unrestricted demand deposits, money market funds, savings funds and investments with an original maturity of three months or less to be cash and cash equivalents. |
Income Taxes | Income Taxes Income taxes are provided for using the asset and liability method of accounting. A deferred tax asset or liability is recorded for all differences between the reported amounts of assets and liabilities and their respective tax basis, and for tax credit carryforwards. 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 effect of changes in tax laws and rates on the date of enactment. The Company accounts for income taxes pursuant to Financial Accounting Standards Board (“FASB”) guidance. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and penalties has been recorded at December 31, 2016 and 2015. In accordance with the guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company’s remaining open tax years subject to examination include the years ended December 31, 2010 through 2016. |
Advertising Expense | Advertising Expense The Company expenses advertising costs as incurred. The Company had no advertising expense during the years ended December 31, 2016 and 2015, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments included on the balance sheet include cash, accounts payable, and debt. Fair values of accounts payable and cash were assumed to approximate cost or carrying values. At December 31, 2016 and 2015, it is deemed impracticable to estimate the fair value of the Company’s debt, as (a) quoted market prices are not available, and (b) the debt involves a related party. A valuation model necessary to estimate the fair value has not been developed, and the cost of obtaining an independent valuation is deemed excessive in relation to the value of the debt held by the Company. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss). Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities. For the years ended December 31, 2016 and 2015, there were no adjustments to net loss to arrive at comprehensive loss. |
Reclassifications | Reclassifications Certain items previously reported were reclassified for consistency with the current presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has no operations during the periods presented. Therefore, no new accounting standards issued or effective during the year ended December 31, 2016 had or are expected to have a material impact on the Company’s results of operations, financial condition, or cash flows. |
Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of income tax provision (benefit) | The income tax provision (benefit) consisted of the following for the years ended December 31, 2016 and 2015:
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Schedule of components of deferred tax assets and liabilities | Significant components of the Company’s estimated deferred tax assets and liabilities at December 31 are as follows:
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Schedule of reconciliation of tax provision (benefit) | The reconciliation of the tax provision (benefit) compared at the statutory rate to the effective tax rate is as follows for the years ended December 31:
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Loss Per Share (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of basic and diluted earnings (loss) per share | The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share for the years ended December 31, 2016 and 2015:
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Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Accounting Policies [Abstract] | ||
Advertising expense | $ 0 | $ 0 |
Going Concern Uncertainty (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficiency | $ 1,570,364 | |
Accumulated deficit | (25,071,691) | $ (24,975,253) |
Net loss | $ (96,438) | $ (163,834) |
Convertible Notes Payable (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jul. 02, 2013 |
Dec. 14, 2007 |
Dec. 31, 2016 |
Aug. 31, 2008 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2013 |
|
Debenture interest rate | 15.00% | ||||||
Conversion price (in dollars per share) | $ 2.50 | $ 0.37 | |||||
Terms of conversion feature | The Company's Board of Directors amended the conversion price to be the average of the trading price of the shares for the 21 trading days preceding each quarterly interest payment date and retroactively adjusted all previously accrued interest conversions since the original maturity dates in 2011. |
||||||
Accrued interest payable | $ 133,217 | $ 133,217 | $ 124,939 | ||||
Convertible notes payable | $ 400,000 | $ 400,000 | $ 550,000 | ||||
Debt effective interest rate | 6.00% | 6.00% | 6.00% | ||||
Convertible Debt [Member] | |||||||
Debenture face amount | $ 6,370,000 | ||||||
Converted outstanding principal | $ 150,000 | $ 150,000 | |||||
Accrued interest payable | $ 24,453 | $ 24,453 | |||||
Convertible Debt [Member] | Warrant [Member] | |||||||
Number of warrant issued | 2,548,000 | ||||||
Private Placement [Member] | Convertible Debt [Member] | |||||||
Debenture term | 3 years | ||||||
Debenture interest rate | 6.00% | ||||||
Conversion price (in dollars per share) | $ 2.50 | ||||||
Terms of conversion feature | A number of warrants equal to the number of shares issuable upon conversion of the principal amount of the Convertible Debenture (the “Warrants”). |
Note Payable (Details Narrative) - USD ($) |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Apr. 15, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Aug. 31, 2016 |
Feb. 28, 2016 |
Sep. 30, 2015 |
|
Increase in short-term notes payable | $ 46,000 | $ 477,500 | ||||
Unsecured Promissory Note [Member] | Global CashSpot Corp (GCS) [Member] | ||||||
Debt face amount | $ 250,000 | $ 523,500 | $ 515,000 | $ 350,000 | ||
Maximum amount of funds advanced | $ 250,000 | 250,000 | ||||
Promissory note, terms | The unsecured promissory note is non-interest bearing, and repayment is due within 60 days following notice of demand by GCS. | |||||
Increase in short-term notes payable | $ 46,000 | $ 477,500 |
Advances From Shareholders (Details Narrative) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2013 |
Feb. 21, 2013 |
|
Unsecured advances | $ 344,562 | $ 327,062 | ||
Interest rate | 15.00% | |||
Revolving convertible line of credit | ||||
Interest expense | 4,376 | $ 4,375 | ||
Diversified Equities Partners, LLC ("DEP") [Member] | ||||
Shareholder advances | 50,000 | |||
3.5% Interest Rate Due On Demand [Member] | ||||
Unsecured advances | $ 125,000 | |||
Interest rate | 3.50% | |||
Revolving Convertible Note [Member] | Diversified Equities Partners, LLC ("DEP") [Member] | ||||
Revolving convertible line of credit | $ 250,000 |
Note Payable to Shareholder (Details Narrative) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2013 |
Jul. 02, 2013 |
|
Conversion price (in dollars per share) | $ 0.37 | $ 2.50 | ||
Amount of existing debt | $ 26,688 | $ 15,263 | ||
Interest rate | 15.00% | |||
Accrued interest | 239,527 | 222,032 | ||
Payments on note payable to shareholder | 25,213 | 106,500 | ||
JIMMAR Consulting, Inc [Member] | ||||
Amount of existing debt | 26,668 | 15,263 | ||
Accrued interest | $ 36,026 | $ 29,183 |
Revolving Convertible Note, Shareholder (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Feb. 21, 2013 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Revolving convertible line of credit | |||
Revolving Convertible Note [Member] | |||
Accrued interest due to shareholders | 0 | 14,268 | |
Fair value of the beneficial conversion feature | 250,000 | ||
Revolving Convertible Note [Member] | Global CashSpot Corp (GCS) [Member] | |||
Accrued interest due to shareholders | $ 49,260 | $ 49,260 | |
Diversified Equities Partners, LLC ("DEP") [Member] | Revolving Convertible Note [Member] | |||
Revolving convertible line of credit | $ 250,000 | ||
Debt instrument term | 3 years | ||
Interest rate accrued on the unpaid principal balance | 8.00% |
Stockholders' Equity (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | |
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Accrued interest payable | $ 239,527 | $ 239,527 | $ 222,032 |
Common stock payable | 136,194 | 136,194 | |
Gain on debt extinguishment | 38,259 | ||
Convertible Debt [Member] | |||
Converted outstanding principal | 150,000 | 150,000 | |
Accrued interest payable | $ 24,453 | $ 24,453 | |
Number of shares converted | 69,782 |
Income Taxes (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | 38,000 | 64,000 |
Subtotal | 38,000 | 64,000 |
Change in valuation allowance | 38,000 | 64,000 |
Income tax expense |
Income Taxes (Details 1) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Deferred tax assets: | ||
Net operating loss carry forwards | $ 2,184,000 | $ 2,224,000 |
Other | 1,000 | 1,000 |
Total deferred tax assets | 2,185,000 | 2,225,000 |
Valuation allowance | (2,185,000) | (2,225,000) |
Net deferred tax asset |
Income Taxes (Details 2) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Income Tax Disclosure [Abstract] | ||
Expected statutory rate | (34.00%) | (34.00%) |
State income tax rate, net of Federal benefit | (5.30%) | (5.30%) |
Permanent differences | ||
Other | ||
Effective income tax rate reconciliation | (39.30%) | (39.30%) |
Valuation allowance | 39.30% | 39.30% |
Effective income tax rate |
Income Taxes (Details Narrative) |
12 Months Ended |
---|---|
Dec. 31, 2016
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforwards | $ 5,742,000 |
Net operating loss carryforwards expired | 2028 through 2035 |
Related Party Transactions (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Apr. 15, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Unsecured Promissory Note [Member] | Global CashSpot Corp (GCS) [Member] | |||
Prinipal balance of revolving note | $ 250,000 | $ 250,000 | |
Revolving Convertible Note [Member] | |||
Accrued interest due to shareholders | $ 0 | 14,268 | |
Revolving Convertible Note [Member] | Global CashSpot Corp (GCS) [Member] | |||
Accrued interest due to shareholders | $ 49,260 | 49,260 | |
Mr.Bob A. Varma [Member] | |||
Reimbursement of miscellaneous expenses incurred | $ 16,300 |
Loss Per Share (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Basic and diluted loss per share calculation: | ||
Net loss from continuing operations to common shareholders | $ (96,438) | $ (163,834) |
Net loss to common shareholders | $ (96,438) | $ (163,834) |
Weighted average common shares outstanding (in shares) | 28,344,290 | 28,344,290 |
Net loss per share from continuing operations (in dollars per share) | $ (0.01) | |
Basic and diluted net loss per common share (in dollars per share) | $ (0.01) |
Loss Per Share (Details Narrative) - Convertible Debentures [Member] - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Number of anti-diluted common stock equivalents | 160,000 | 220,000 |
Common shares payable | 69,782 |
Subsequent Events (Details Narrative) - USD ($) |
1 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|
Dec. 08, 2016 |
Jul. 02, 2013 |
Dec. 31, 2016 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2013 |
Dec. 14, 2007 |
|
Description of conversion terms | The Company's Board of Directors amended the conversion price to be the average of the trading price of the shares for the 21 trading days preceding each quarterly interest payment date and retroactively adjusted all previously accrued interest conversions since the original maturity dates in 2011. |
||||||
Conversion price (in dollars per share) | $ 2.50 | $ 0.37 | |||||
Accrued interest payable | $ 133,217 | $ 133,217 | $ 124,939 | ||||
Convertible Debt [Member] | |||||||
Face amount | $ 6,370,000 | ||||||
Accrued interest payable | 24,453 | 24,453 | |||||
Converted outstanding principal | 150,000 | $ 150,000 | |||||
Number of shares converted | 69,782 | ||||||
Subsequent Event [Member] | |||||||
Description of conversion terms | Eight of twelve of the Company’s convertible note holders consented to convert $275,000 of their notes payable in exchange for shares of the Company’s common stock at $2.50 per share. |
||||||
Face amount | 275,000 | $ 275,000 | |||||
Number of shares issued non-converting debentures | 13,216 | ||||||
Value of shares issued for non-converting debentures | $ 33,041 | ||||||
Subsequent Event [Member] | Five Convertible Note [Member] | |||||||
Face amount | $ 150,000 | $ 150,000 | |||||
Subsequent Event [Member] | Global CashSpot Corp (GCS) [Member] | |||||||
Number of common stock issued to acquire | 37,809,039 | ||||||
Conversion price (in dollars per share) | $ 2.50 | $ 2.50 | |||||
Face amount | $ 125,000 | $ 125,000 |
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