(Mark One)
|
||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2015
|
||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from ________ to ________
|
Nevada
|
26-2118480
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
PART I
|
||||
Item 1.
|
Business
|
|||
Item 1A.
|
Risk Factors
|
|||
Item 1B.
|
Unresolved Staff Comments
|
|||
Item 2.
|
Properties
|
|||
Item 3.
|
Legal Proceedings
|
|||
Item 4.
|
Submission of Matters to a Vote of Security Holders
|
|||
PART II
|
||||
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|||
Item 6.
|
Selected Financial Data
|
|||
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|||
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|||
Item 8.
|
Financial Statements and Supplementary Data
|
|||
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|||
Item 9A.
|
Controls and Procedures
|
|||
Item 9B.
|
Other Information
|
|||
PART III
|
||||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|||
Item 11.
|
Executive Compensation
|
|||
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|||
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|||
Item 14.
|
Principal Accounting Fees and Services
|
|||
PART IV
|
||||
Item 15.
|
Exhibits and Financial Statement Schedules
|
|||
Signatures
|
Retail. End users who would traditionally have to buy a kit or hire a credit management specialist to do this for them. The drawback to most self-help methods is that it usually doesn’t work, and in some cases makes the situation worse. Our software, along with video tutorials, makes it easy for a client to succeed. The process is the same for everyone, why would you pay hundreds or thousands if you could do it yourself for minimal expense.
|
Wholesale. Those who wish to offer as a complimentary service to existing and potential clients to close more sales in their particular business -- from real estate, automotive, loan originators, boat and RV facilities, to insurance professionals. All in an effort to build a client network of profitable sales.
|
The customer is provided with everything they need, that can be provided over the Internet, to manage their credit. This service is offered at a price that cannot be matched by anyone operating a traditional credit management firm because of the need for employees.
|
Our new phase II software, TurnScor / TurnScor Pro creates your own personalized home page and organizes your credit profile which is updated in real time and is accessible 24/7. The three major credit bureaus are hoping you get distracted, dejected, or simply give up and settle for a sub-par credit score. This means that credit card companies, banks and mortgage lenders can charge you a higher rate of interest, costing you thousands of dollars in wealth building capabilities
|
The wholesale division (ACT) also offers the processing of credit management to other firms that wish to offer this service or for those that do offer this service. ACT will increase their profit and reduce overhead.
|
We also offer private label websites allowing customers to use their store front to offer our services. In addition, we offer consulting services.
|
Year Ended
December 31,
2015
|
Year ended
December 31,
2014
|
|||||||
Statement of Operations Data:
|
||||||||
Revenue:
|
$
|
6,186
|
$ |
11,555
|
||||
Expenses:
|
||||||||
Operating expenses
|
402,309
|
200,150
|
||||||
Interest Expense
|
52,289 | 300 | ||||||
Total expenses
|
454,598
|
200,450
|
||||||
Net (income)
|
$
|
(447,26787)
|
$ |
(188,895)
|
||||
|
||||||||
Basic and diluted net income per share
|
$
|
(0.02)
|
$ |
(0.01)
|
||||
weighted average number of common shares outstanding
|
26,051,909
|
21,987,931
|
Balance Sheet Data:
|
As of
December 31,
2015
|
As of
December 31,
2014
|
||||||
Cash and cash equivalents
|
$
|
44,125
|
$
|
14,788
|
||||
Total assets
|
44,125
|
14,788
|
||||||
Total Short term liabilities
|
278,957
|
211,929
|
||||||
Total liabilities
|
278,957
|
211,929
|
||||||
Total shareholders’ deficit
|
234,832
|
197,142
|
Cash and cash equivalents
|
$
|
|||
Total assets
|
44,125
|
|||
Total liabilities
|
278,957
|
|||
Total shareholders’ deficit
|
234,832
|
|||
Total Liabilities and Deficit | 44,125 |
Advanced Credit Technologies, Inc
|
||||||||
Balance Sheets
|
||||||||
December 31,
|
December 31
|
|||||||
2015
|
2014
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash in bank
|
$
|
44,125
|
$
|
14,788
|
||||
Total Assets
|
$
|
44,125
|
$
|
14,788
|
||||
Liabilities and Stockholders' Deficit
|
||||||||
Current Libilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
62,024
|
$
|
16,145
|
||||
Loans payable – stockholders
|
191,400
|
195,784
|
||||||
Convertible notes -stockholders
|
25,533
|
-
|
||||||
Total Current Liabilities
|
278,957
|
211,929
|
||||||
Total Liabilities
|
278,957
|
211,929
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders' Deficit
|
||||||||
Common stock,$0.001 par value,36,342,747 shares authorized;
|
||||||||
22,061,498 shares issued and outstanding
|
36,343
|
22,061
|
||||||
Common stock subscribed
|
-
|
2,600
|
||||||
Additional paid in capital
|
1,269,291
|
871,396
|
||||||
Accumulated deficit
|
(1,540,466
|
)
|
(1,093,199
|
)
|
||||
Total stockholders' deficit
|
(234,832
|
)
|
(197,142
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
44,125
|
$
|
14,788
|
||||
See accompanying notes to financial statements
|
Advanced Credit Technologies, Inc
|
||||||||
Statements of Operations
|
||||||||
For the Years Ended
|
||||||||
December 31
|
||||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
6,186
|
$
|
11,550
|
||||
Consulting revenue
|
-
|
5
|
||||||
6,186
|
11,555
|
|||||||
Operating expenses
|
||||||||
Professional fee
|
25,881
|
42,370
|
||||||
Research and Development
|
192,610
|
67,425
|
||||||
Officer's compensation
|
166,221
|
83,814
|
||||||
Travel and entertainment
|
2,634
|
169
|
||||||
Rent
|
1,200
|
1,000
|
||||||
Computer and internet
|
3,106
|
825
|
||||||
Telephone
|
195
|
655
|
||||||
Office supplies and expenses
|
7,979
|
1,731
|
||||||
Other operating expenses
|
2,483
|
2,161
|
||||||
Total operating expenses
|
402,309
|
200,150
|
||||||
Loss from operations
|
(396,123
|
)
|
(188,595
|
)
|
||||
Interest expense
|
52,289
|
300
|
||||||
Other income
|
(1,145
|
)
|
-
|
|||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
$
|
(447,267
|
)
|
$
|
(188,895
|
)
|
||
Loss per common share-Basic and diluted
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
||
Weighted Average Number of Common
|
||||||||
Shares Outstanding Basic and diluted
|
26,051,909
|
21,987,931
|
||||||
See accompanying notes to financial statements
|
||||||||
Common
|
Additional
|
|||||||||||||||||||||||
Common Stock
|
Stock
|
Paid-In
|
Accmulated
|
|||||||||||||||||||||
Shares
|
Amount
|
Subscribed
|
Capital
|
Deficit
|
Total
|
|||||||||||||||||||
Balance, December 31, 2013
|
21,853,498
|
$
|
21,853
|
$
|
654
|
$
|
750,425
|
$
|
(904,304
|
)
|
$
|
(131,372
|
)
|
|||||||||||
Proceeds from issuance of common stock
|
-
|
-
|
1,600
|
82,900
|
-
|
84,500
|
||||||||||||||||||
Common stock issued for consulting
|
-
|
-
|
494
|
35,131
|
-
|
35,625
|
||||||||||||||||||
Shares issued for conversion of debts
|
60,000
|
60
|
2,940
|
3,000
|
||||||||||||||||||||
Shares issued for subscription
|
148,000
|
148
|
(148
|
)
|
-
|
-
|
-
|
|||||||||||||||||
Net loss for the year ended December 31, 2014
|
-
|
-
|
-
|
-
|
(188,895
|
)
|
(188,895
|
)
|
||||||||||||||||
Balance, December 31, 2014
|
22,061,498
|
$
|
22,061
|
$
|
2,600
|
$
|
871,396
|
$
|
(1,093,199
|
)
|
$
|
(197,142
|
)
|
|||||||||||
Proceeds from issuance of common stock
|
1,127,164
|
1,127
|
-
|
46,373
|
-
|
47,500
|
||||||||||||||||||
Shares issued for conversion of debts
|
10,555,000
|
10,555
|
-
|
249,445
|
-
|
260,000
|
||||||||||||||||||
Shares issued for subscription
|
2,599,085
|
2,600
|
(2,600
|
)
|
-
|
-
|
-
|
|||||||||||||||||
Capital contribution for profit sharing and warrant
|
-
|
-
|
-
|
90,000
|
-
|
90,000
|
||||||||||||||||||
Beneficial Conversion
|
-
|
-
|
-
|
3,498
|
-
|
3,498
|
||||||||||||||||||
Stock option issued for service
|
-
|
-
|
-
|
8,580
|
-
|
8,580
|
||||||||||||||||||
Net loss for the year ended December 31, 2015
|
-
|
-
|
-
|
-
|
(447,267
|
)
|
(447,267
|
)
|
||||||||||||||||
Balance, December 31, 2015
|
36,342,747
|
$
|
36,343
|
$
|
-
|
$
|
1,269,291
|
$
|
(1,540,466
|
)
|
$
|
(234,832
|
)
|
Advanced Credit Technologies, Inc
|
||||||||
STATEMENTS OF CASH FLOWS
|
||||||||
For the Years Ended
|
||||||||
December 31
|
||||||||
2015
|
2014
|
|||||||
Operating Activities
|
||||||||
Net loss
|
$
|
(447,267
|
)
|
$
|
(188,895
|
)
|
||
Adjustments to reconcile net loss to
|
||||||||
net cash used in operating activities
|
||||||||
Stock issued for consulting service
|
-
|
35,625
|
||||||
Stock option issued for service
|
8,580
|
|||||||
Amortization of discount on notes payable
|
2,040
|
-
|
||||||
Accounts receivable
|
-
|
1,000
|
||||||
Accounts payable and accrued expenses
|
45,879
|
-
|
||||||
Net cash used in operating activities
|
(390,768
|
)
|
(152,270
|
)
|
||||
Financing Activities
|
||||||||
Proceeds from common stock issuance
|
47,500
|
84,500
|
||||||
Stockholder loans
|
255,616
|
83,585
|
||||||
Convertible notes
|
26,990
|
(3,000
|
)
|
|||||
Capital contribution for profit sharing and warrant
|
90,000
|
-
|
||||||
Net cash provided by financing activities
|
420,106
|
165,085
|
||||||
Net increase (decrease) in cash and equivalents
|
29,337
|
12,815
|
||||||
Cash and equivalents at beginning of the period
|
14,788
|
1,973
|
||||||
Cash and equivalents at end of the period
|
$
|
44,125
|
$
|
14,788
|
||||
Supplemental cash flow information:
|
||||||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
●
|
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.
|
1.
|
Pay the investor monthly residuals of 4.25% 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 investor a residual in perpetuity on 2% to 5% of all "sub platform" revenue generated.
|
3.
|
Issue the investor 1,000,000 common stock purchase warrants (500,000 one year warrants with $0.05 exercise price; 250,000 two year warrants with $0.05 exercise; 250,000 three year warrants with $0.1 exercise price)
|
1. | Pay the service provider monthly residuals of 20% 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 service provider a residual in perpetuity on 5% to 10% of all "sub platform" revenue generated. |
|
December 31, 2015
|
December 31, 2014
|
||||||
Liabilities
|
||||||||
Due to related parties
|
$
|
160,900
|
$
|
150,000
|
||||
Notes payable to related parties
|
$
|
30,500
|
$
|
30,500
|
|
For the Year Ended
December 31,
|
|||||||
|
2015
|
2014
|
||||||
Federal income tax benefit attributable to:
|
||||||||
Current operations
|
$
|
152,071
|
$
|
64,224
|
||||
Less: valuation Allowance
|
(152,071
|
)
|
(64,224
|
)
|
||||
Net provision for Federal income taxes
|
$
|
-
|
$
|
-
|
|
December 31
|
December 31
|
||||||
|
2015
|
2014
|
||||||
Deferred tax assets attributable to:
|
||||||||
Net operating loss carryover
|
$
|
523,758
|
$
|
371,688
|
||||
Less: valuation Allowance
|
(523,758
|
)
|
(371,688
|
)
|
||||
Net deferred tax assets
|
$
|
-
|
$
|
-
|
·
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
·
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
·
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Office
|
Since
|
Chris Jackson
|
51
|
Chief Operating Officer, President, Director
|
Inception
|
Enrico Giordano
|
57
|
Treasurer, Director
|
Inception
|
1.
|
any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;
|
2.
|
any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
3.
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:
|
i.
|
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
ii.
|
engaging in any type of business practice; or
|
iii.
|
engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
4.
|
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;
|
5.
|
being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
6.
|
being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
7.
|
being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
i.
|
any Federal or State securities or commodities law or regulation; or
|
ii.
|
any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
iii.
|
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
8.
|
being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||
|
|||||||||||||||||||
Chris Jackson, COO, Director
|
2015
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
67,671 |
67,671
|
||||||||||
|
|||||||||||||||||||
Enrico Giordano, Treasurer, Director
|
2015
|
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
98,550 |
98,550
|
Name of beneficial owner
|
Amount of
beneficial
ownership
|
Percent
Owned
|
||
Chris Jackson, President, Chief Operating Officer
871 Venetia Bay Blvd Suite #220-230 Venice, FL. 34285
|
5,500,000
|
15.134%
|
||
Enrico Giordano, Treasurer
871 Venetia Bay Blvd Suite #220-230 Venice, FL. 34285
|
5,000,000
|
13.758%
|
||
All officers and directors as a group (2)
|
10,500,000
|
28.892%
|
·
|
The Officers and Directors;
|
|
|
·
|
Any person proposed as a nominee for election as a director;
|
·
|
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
|
|
·
|
Any relative or spouse of any of the foregoing persons who have the same house as such person.
|
2014
|
2015
|
|||||||
Audit Fees
|
$
|
10,035
|
$
|
7,500
|
||||
Audit-Related Fees
|
||||||||
Tax Fees
|
||||||||
All Other Fees
|
||||||||
Total Audit and Audit-Related Fees
|
$
|
10,035
|
$
|
7,500
|
Item 15. Exhibits.
|
(a)
|
Exhibits
|
Exhibit No.
|
Description
|
|||
3
|
.1
|
Articles of Incorporation, as currently in effect*
|
||
3
|
.2
|
Bylaws, as currently in effect*
|
||
4
|
.1
|
Specimen common stock certificate*
|
||
23 | .1 | Auditor Consent | ||
31
|
.1
|
302 Certification – Chris Jackson (filed herewith)
|
||
32
|
.1
|
906 Certification – (filed herewith)
|
*
|
Previously filed with the SEC as exhibits on the registrant’s Form S-1for Registration of Securities on 10/26/2010.
|
ADVANCED CREDIT TECHNOLOGIES, INC.
|
|||
By:
|
/s/ Chris Jackson
|
||
Chris Jackson
|
|||
President and Chief Operating Officer
|
|||
Signature
|
Title
|
||
/s/ Chris Jackson
|
Principal Executive Officer
|
||
Chris Jackson
|
Principal Financial Officer
Principal Accounting Officer and Director
|
||
/s/ Enrico Giordano
|
Treasurer and Director
|
||
Enrico Giordano
|
|||
Exhibits
|
||||
3
|
.1
|
Articles of Incorporation, as currently in effect
|
||
3
|
.2
|
Bylaws, as currently in effect
|
||
4
|
.1
|
Specimen common stock certificate
|
||
23 | .1 | Auditor Consent | ||
31
|
.1
|
302 Certification – Chris Jackson (filed herewith)
|
||
32
|
.1
|
906 Certification – (filed herewith)
|
1.
|
I have reviewed this annual report on Form 10-K of Advanced Credit Technologies, Inc.;
|
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 registrant as of, and for, the periods presented in this report;
|
4.
|
I am 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 registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 registrant’s disclosure controls and procedures and presented in this report my 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
|
Dated October 17, 2016
|
By:
|
Chris Jackson
President, Chief Operating Officer
Principal Executive Officer
|
|
Principal Financial Officer and Director |
Dated: October 17, 2016
|
|||
By:
|
Chris Jackson
|
||
President, Chief Operating Officer
Principal Executive Officer
Principal Financial Officer and Director
|
|||
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
Document and Entity Information - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Mar. 19, 2015 |
|
Document And Entity Information | ||
Entity Registrant Name | ADVANCED CREDIT TECHNOLOGIES INC | |
Entity Central Index Key | 0001437517 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 8,337,716 | |
Entity Common Stock, Shares Outstanding | 36,342,747 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2015 |
Balance Sheets - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Current Assets | ||
Cash in Bank | $ 44,125 | $ 14,788 |
Total assets | 44,125 | 14,788 |
Current liabilities | ||
Accounts and accrued expenses | 62,024 | 16,145 |
Loans Payable- stockholders | 191,400 | 195,784 |
Convertible Notes- stockholders | 25,533 | |
Total liabilities | 278,957 | 211,929 |
Stockholders' deficit | ||
Common stock 100,000,000, $.001 par value shares Issued and outstanding 36,342,747 Shares - December 31, 2015 and 22,061,498 Shares - December 31, 2014 | 36,343 | 22,061 |
Common stock subscribed | 2,600 | |
Additional paid-in capital | 1,260,711 | 871,396 |
Accumulated deficit | (1,531,886) | (1,093,199) |
Total stockholders' deficit | (234,832) | (197,142) |
Total liabilities and stockholders' deficit | $ 44,125 | $ 14,788 |
Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock - par value | $ 0.001 | $ 0.001 |
Common stock - shares authorized | 100,000,000 | 100,000,000 |
Common stock - shares issued | 36,342,747 | 22,061,498 |
Common stock - shares outstanding | 36,342,747 | 22,061,498 |
Statements of Operations - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Statement [Abstract] | ||
Revenues | $ 6,186 | $ 11,550 |
Consulting revenue | 5 | |
Gross margin | 6,186 | 11,555 |
Operating expenses | ||
Professional fee | 17,301 | 42,370 |
Research and Development | 192,610 | 67,425 |
Officer's compensation | 166,221 | 83,814 |
Travel and entertainment | 2,634 | 169 |
Rent | 1,200 | 1,000 |
Computer and internet | 3,106 | 825 |
Telephone | 195 | 655 |
Office supplies and expenses | 7,979 | 1,731 |
Other operating expenses | 2,483 | 2,161 |
Total operating expenses | 393,729 | 200,150 |
Loss from operations | (387,543) | (188,595) |
Interest expense | 52,289 | 300 |
Other income | (1,145) | |
Provision for income taxes | ||
Net loss | $ (438,687) | $ (188,895) |
Earnings per share Weighted Average | $ (0.02) | $ (0.01) |
Weighted average shares outstanding | 26,051,909 | 21,987,931 |
Statements of Cash Flows - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Operating Activities | ||
Net loss | $ (438,687) | $ (188,895) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock issued for consulting service | 35,625 | |
Amortization of discount on notes payable | 2,040 | |
Accounts receivable | 1,000 | |
Accounts payable and accrued expenses | 45,879 | |
Net cash used in operating activities | (390,768) | (152,270) |
Financing Activities | ||
Proceeds from common stock issuance | 47,500 | 84,500 |
Stockholder loans | 255,616 | 83,585 |
Convertible notes | 26,990 | (3,000) |
Capital contribution for profit sharing and warrant | 90,000 | |
Net cash provided by financing activities | 420,106 | 165,085 |
Net increase (decrease) in cash and equivalents | 29,337 | 12,815 |
Cash and equivalents at beginning of the period | 14,788 | 1,973 |
Cash and equivalents at end of the period | 44,125 | 14,788 |
Supplemental cash flow information: | ||
Interest paid | ||
Income taxes paid |
Summary of Significant Accounting Policies |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||
Accounting Policies [Abstract] | |||||||
Summary of Significant Accounting Policies | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Business
On February 25, 2008, Advanced Credit Technologies, Inc. (the “Company”) was incorporated in the State of Nevada.
Advanced Credit Technologies, Inc. provides a state of the art credit management platform that is a web based delivery system. Industries that benefit from the Company’s technology include realtors, auto dealers and loan originators.
Basis of Presentation
Our
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of
America. (US GAAP)
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. The Company has not
experienced any losses related to this concentration of risk. As of December 31, 2015 and 2014 the Company
had $0 in deposits in excess of federally-insured limits.
Research and Development, Software Development Costs, and Internal Use Software Development Costs
Research and development costs are charged to operations as incurred.
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 years ending December 31, 2015 and 2014, we expensed $192,610 and $67,425 expenditure on research and development for the years ending December 31, 2015 and 2014, respectively.
During
the years ending December 31, 2015 and 2014, we have
capitalized external and internal use software and website development costs totaling $-0- and $-0-, respectively.
The estimated useful life of costs capitalized is evaluated for each specific project and ranges from one to three
years.
Advertising Expenses
Advertising costs are expensed as incurred. Advertising expenses included in the Statement of Operations for the years ending December 31, 2015 and 2014 is $0 and $0, respectively.
Fixed 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 3 to 5 years.
Intangible and Long-Lived Assets
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 years ending December 31, 2015 and 2014, the Company had not experienced impairment losses on its long-lived assets.
Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed and determinable, and collectability is reasonably assured. Determining whether some or all of these criteria have been met involves assumptions and judgments that can have a significant impact on the timing and amount of revenue the Company reports.
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:
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 as of period ending December 31, 2015 and 2014. 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.
Net 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
December 31, 2015 and 2014, no potentially dilutive shares were 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.
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.
As there is no trading history during the periods of February 2008 through December 31, 2012 and the Company securities were not offered to the public, the Company had determined that the fair value of its stock is the price paid when it raises funds. There were no shares issued for services for the year 2015.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU No. 2015-14, which amended ASU No. 2014-09 as to effective date. The ASU, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard's stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle the ASU includes provisions within a five step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) an entity satisfies a performance obligation. The standard also specifies the accounting for some costs to obtain or fulfill a contract with a customer and requires expanded disclosures about revenue recognition. The standard provides for either full retrospective adoption or a modified retrospective adoption by which it is applied only to the most current period presented. For the Company, the ASU, as amended, is effective January 1, 2018. The Company is currently assessing this standard's impact on the Company's results of operations and financial condition.
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, and in August 2015 issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Under ASU 2015-03, debt issuance costs reported on the consolidated balance sheet would be reflected as a direct deduction from the related debt liability rather than as an asset. While ASU 2015-03 addresses costs related to term debt, ASU No. 2015-15 provides clarification regarding costs to secure revolving lines of credit, which are, at the outset, not associated with an outstanding borrowing. ASU No. 2015-15 provides commentary that the SEC staff would not object to an entity deferring and presenting costs associated with line-of-credit arrangements as an asset and subsequently amortizing them ratably over the term of the revolving debt arrangement. For the Company, ASU No. 2015-03 is effective January 1, 2016. The Company is currently assessing this standard's impact on the Company's results of operations and financial condition.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs), along with any related valuation allowance, as noncurrent in a balance sheet. This ASU eliminates current guidance requiring deferred taxes for each jurisdiction to be presented as a net current asset or liability and a net noncurrent asset or liability. As a result, each jurisdiction would have one net noncurrent DTA or DTL balance. The ASU does not change the existing requirement that only permits offsetting DTAs and DTLs within a particular jurisdiction. For the Company, this standard is effective January 1, 2017. The Company is currently assessing this standard's impact on the Company's results of operations and financial condition.
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. The Company is currently assessing this ASU's impacts on the Company's consolidated results of operations and financial condition. |
Going Concern |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN
The Company has incurred losses since Inception resulting in an accumulated deficit of $1,531,886 as of December 31, 2015 that includes loss of $438,687 for the year ended December 31, 2015. and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The 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. |
Stockholders Deficit |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders Deficit | NOTE 3 – STOCKHOLDERS' DEFICIT
Common Stock
The Company has 100,000,000 shares of $.001 par value Common stock authorized as of December 31, 2015 and 2014. There were 36,342,747 and 24,560,583 shares outstanding as of December 31, 2015 and 2014, respectively. |
Commitments |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||
Commitments | NOTE 4 – COMMITMENTS
The Company rents office space for its main office at 871 Venetia Bay Blvd Suite #220-230 Venice, FL 34285 Monthly rent for this space is $50.00. All conditions have been met and paid by the company.
In 2015, the Company signed "Investor and Royalty and Agreement" with 3 individuals. With the capital contributed by the 3 individuals, the Company agrees to
|
Related Party Transactions |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS
Related Party Loans Payable
The following is a summary of related party loans payable:
Note Payable to Related Parties
On December 29, 2014, the Company, the Company entered into a promissory note with a shareholder in the amount of $35,000. The promissory notes is with flat interest of $9,500 payable on maturity date and $167 a day after maturity date. The maturity date is 120 days after issuance of the note. The note is currently default on December 31, 2015. The unpaid principle of the note is $30,500 on December 31, 2015 and 2014. Interest expense of the note is $50,249 and $0 for the years ended December 31, 2015 and 2014, respectively.
The Company also issued stock option to the note holder to purchase 250,000 shares of the Company's common stock at $0.25 per share one year from the issuance date of the promissory note. The fair value of the option grant estimated on the date of grant is $0 based on the Black-Scholes option-pricing model.
Due to Related Parties
Officer and shareholder of the Company advanced to the Company for operating use. The total amount owed as of December 31, 2015 and December 31, 2014 are $191,400 and $195,784, respectively... |
Convertible Notes - Stockholders |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 – CONVERTIBLE NOTES-STOCKHOLDERS
On September 14, 2015, the Company issued a $10,000 convertible notes due on March 12, 2016 to its stockholder. The note bears no interest and is convertible to 125,000 shares at the rate of $0.08 per share per the terms of the note. There was a beneficial conversion feature associated with the note. The value of beneficial conversion feature is $1,250 and book as additional paid in capital. The interest resulting from amortization of discount on notes is 729 for the year ended December 31, 2015
On September 18, 2015, the Company issued a $8,990 convertible notes due on March 16, 2016 to its stockholder. The note bears no interest and is convertible to 112,375 shares at the rate of $0.08 per share per the terms of the note. There was a beneficial conversion feature associated with the note. The value of beneficial conversion feature is $2,248 and book as additional paid in capital. The interest resulting from amortization of discount on notes is 1,311 for the year ended December 31, 2015
On October 14, 2015, the Company issued a $8,000 convertible notes due on April 11, 2016 to its stockholder. The note bears no interest and is convertible to 80,000 shares at the rate of $0.1 per share per the terms of the note. |
Income Taxes |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | NOTE 7 – INCOME TAXES
At December 31, 2015, the Company had available federal and state net operating loss carry forwards to reduce future taxable income. The amount available was approximately$1,531,886 federal and state purposes. The federal and state net operating loss carry forwards begin to expire in 2028. Given the Company's history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the net operating loss carry forwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit.
FASB ASC Topic 740 – Income Taxes (formerly SFAS 109) requires that the Company establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with net operating loss carry forwards, the utilization of the Company's net operating loss carry forwards will likely be limited as a result of cumulative changes in stock ownership. The Company has not recognized a deferred asset and, as a result, the change in stock ownership will not result in any change to the valuation allowances. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carry forwards and will recognize a deferred tax asset at that time.
The provision for Federal income tax consists of the following:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for five years after 2008. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOL's and tax credit carry forwards may be utilized in future periods, they remain subject to examination. |
Subsequent Events |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date financial statements were issued No events have occurred subsequent to December 31, 2015 that require disclosure or recognition in these financial statements. |
Summary of Significant Accounting Policies (Policies) |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||
Accounting Policies [Abstract] | |||||||
Organization and Nature of Business | Organization and Nature of Business
On February 25, 2008, Advanced Credit Technologies, Inc. (the "Company") was incorporated in the State of Nevada.
Advanced Credit Technologies, Inc. provides a state of the art credit management platform that is a web based delivery system. Industries that benefit from the Company's technology include realtors, auto dealers and loan originators. |
||||||
Basis of Presentation | Basis of Presentation
Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP"). |
||||||
Reclassification | 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 | 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 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. The Company has not experienced any losses related to this concentration of risk. As of December 31, 2015 and 2014, the Company had $0 in deposits in excess of federally-insured limits. |
||||||
Research and Development, Software Development Costs and Internal Use Software Development Costs | Research and Development, Software Development Costs, and Internal Use Software Development Costs
Research and development costs are charged to operations as incurred.
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 years ending December 31, 2015 and 2014, we expensed $192,610 and $67,425 expenditure on research and development for the years ending December 31, 2015 and 2014, respectively.
During the years ending December 31, 2015 and 2014, we have capitalized external and internal use software and website development costs totaling $-0- and $-0-, respectively. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from one to three years. |
||||||
Advertising Expenses | Advertising Expenses
Advertising costs are expensed as incurred. Advertising expenses included in the Statement of Operations for the years ending December 31, 2015 and 2014 is $0 and $0, respectively. |
||||||
Fixed Assets | Fixed 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 3 to 5 years.
|
||||||
Intangible and Long-Lived Assets | Intangible and Long-Lived Assets
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 years ending December 31, 2015 and 2014, the Company had not experienced impairment losses on its long-lived assets. |
||||||
Revenue Recognition | Revenue Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed and determinable, and collectability is reasonably assured. Determining whether some or all of these criteria have been met involves assumptions and judgments that can have a significant impact on the timing and amount of revenue the Company reports.
|
||||||
Fair Value Measurements |
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:
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 | 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 as of period ending December 31, 2015 and 2014. |
||||||
Income Taxes | 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.
|
||||||
Earnings per share | 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 December 31, 2015 and 2014, no potentially dilutive shares were 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 | 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.
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.
As there is no trading history during the periods of February 2008 through December 31, 2012 and the Company securities were not offered to the public, the Company had determined that the fair value of its stock is the price paid when it raises funds. There was 493,750 shares issued for compensation in 2014. There were no shares issued for services for the year 2015. |
||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, and in August 2015 issued ASU No. 2015-14, which amended ASU No. 2014-09 as to effective date. The ASU, as amended, provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard's stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle the ASU includes provisions within a five step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) an entity satisfies a performance obligation. The standard also specifies the accounting for some costs to obtain or fulfill a contract with a customer and requires expanded disclosures about revenue recognition. The standard provides for either full retrospective adoption or a modified retrospective adoption by which it is applied only to the most current period presented. For the Company, the ASU, as amended, is effective January 1, 2018. The Company is currently assessing this standard's impact on the Company's results of operations and financial condition.
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, and in August 2015 issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Under ASU 2015-03, debt issuance costs reported on the consolidated balance sheet would be reflected as a direct deduction from the related debt liability rather than as an asset. While ASU 2015-03 addresses costs related to term debt, ASU No. 2015-15 provides clarification regarding costs to secure revolving lines of credit, which are, at the outset, not associated with an outstanding borrowing. ASU No. 2015-15 provides commentary that the SEC staff would not object to an entity deferring and presenting costs associated with line-of-credit arrangements as an asset and subsequently amortizing them ratably over the term of the revolving debt arrangement. For the Company, ASU No. 2015-03 is effective January 1, 2016. The Company is currently assessing this standard's impact on the Company's results of operations and financial condition.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs), along with any related valuation allowance, as noncurrent in a balance sheet. This ASU eliminates current guidance requiring deferred taxes for each jurisdiction to be presented as a net current asset or liability and a net noncurrent asset or liability. As a result, each jurisdiction would have one net noncurrent DTA or DTL balance. The ASU does not change the existing requirement that only permits offsetting DTAs and DTLs within a particular jurisdiction. For the Company, this standard is effective January 1, 2017. The Company is currently assessing this standard's impact on the Company's results of operations and financial condition.
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. The Company is currently assessing this ASU's impacts on the Company's consolidated results of operations and financial condition. |
Related Party Transactions (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||
Related Party loans payable |
|
Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Provision for income taxes |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets |
|
Summary of Significant Accounting Policies (Details 1) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Accounting Policies [Abstract] | ||
Research and Developement Costs | $ 192,610 | $ 67,425 |
Web Development Costs | 0 | 0 |
Deposits in Excess of federally-insured limits | 0 | 0 |
Advertising Expenses | 0 | $ 0 |
Stock based compensation | $ 493,750 |
Summary of Significant Accounting Policies (Details 2) |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life of Fixed Assets | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life of Fixed Assets | 5 years |
Summary of Significant Accounting Policies - Computation of Earnings per share of common stock (Details) - $ / shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Accounting Policies [Abstract] | ||
Basic and diluted EPS | $ (0.02) | $ (0.01) |
Going Concern (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (1,531,886) | $ (1,093,199) |
Net loss | $ (438,687) | $ (188,895) |
Stockholders Deficit (Details Narrative) - $ / shares |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Equity [Abstract] | ||
Common stock - par value | $ 0.001 | $ 0.001 |
Common stock - shares authorized | 100,000,000 | 100,000,000 |
Common stock - shares issued | 36,342,747 | 22,061,498 |
Commitments (Details Narrative) |
12 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
$ / shares
shares
| |
Monthly rent | $ | $ 50 |
Commitment #1 [Member] | |
Royalty Fee Minimum | 4.25% |
Royalty Fee Maximum | 5.00% |
Commitment #2 [Member] | |
Royalty Fee Minimum | 2.00% |
Royalty Fee Maximum | 5.00% |
Commitment #3 [Member] | |
Common stock purchase warrants | 1,000,000 |
Commitment #3 [Member] | One Year [Member] | |
Common stock purchase warrants | 500,000 |
Exercise price | $ / shares | $ 0.05 |
Commitment #3 [Member] | Two Year [Member] | |
Common stock purchase warrants | 250,000 |
Exercise price | $ / shares | $ 0.05 |
Commitment #3 [Member] | Three Year [Member] | |
Common stock purchase warrants | 250,000 |
Exercise price | $ / shares | $ 0.1 |
Related Party Transactions - Related Party loans payable (Details) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Related Party Transactions [Abstract] | ||
Due to related parties | $ 0 | $ 5,524 |
Notes payable to related parties | $ 30,500 | $ 30,500 |
Notes Payable to Related Parties (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Debt Instrument [Line Items] | ||
Loans Payable- stockholders | $ 191,400 | $ 195,784 |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Date of note | Dec. 29, 2014 | |
Promissory Note | $ 35,000 | |
Interest | $ 9,500 | |
Interest terms after maturity | $167 a day after maturity date |
|
Notes payable - related party | $ 30,500 | |
Interest Expense | $ 50,249 | $ 0 |
Stock options | 250,000 | |
Share price | $ 0.25 | |
Fair value of option grant | $ 0 |
Convertible Notes - Stockholders (Details) |
12 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
$ / shares
shares
| |
Beneficial Conversion Feature | $ 3,498 |
Convertible note 1 [Member] | |
Issue date | Sep. 14, 2015 |
Issue amount | $ 10,000 |
Maturity date | Mar. 12, 2016 |
Convertible shares | shares | 125,000 |
Convertible share price | $ / shares | $ 0.08 |
Beneficial Conversion Feature | $ 1,250 |
Interest expense | $ 729 |
Convertible note 2 [Member] | |
Issue date | Sep. 18, 2015 |
Issue amount | $ 8,990 |
Maturity date | Mar. 16, 2016 |
Convertible shares | shares | 112,375 |
Convertible share price | $ / shares | $ 0.08 |
Beneficial Conversion Feature | $ 2,248 |
Interest expense | $ 1,311 |
Convertible note 3 [Member] | |
Issue date | Dec. 14, 2015 |
Issue amount | $ 8,000 |
Maturity date | Apr. 11, 2016 |
Convertible shares | shares | 80,000 |
Convertible share price | $ / shares | $ 0.1 |
Income Tax Provision (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Income Tax Provision Details | ||
Federal income tax benefit attributable to: Current Operations | $ 149,154 | $ 64,224 |
Less: valuation Allowance | (149,154) | (64,224) |
Net provision for Federal income taxes |
Income Taxes - Deferred Tax Assets (Details) - USD ($) |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Deferred income tax asset: | ||
Net operating loss carryover | $ 520,841 | $ 371,688 |
Less: Valuation allowance | (520,841) | (371,688) |
Net deferred tax asset |
%_]K1F_3: P;#P5EU+J1?"
M(@]'WKEJ:"LJU@).+]M@!S<'F&F(0?RL:"\>QD G?V3L74^^G[=!I'.@-3U)
M'8*HQYT>:%WK2$KYMPOZJ:F)C^,A^E=3KDK_2 0]L/I7=9:ERC8*P)E>R*V6
M;ZS_1ET-B0YX8K4PO^!T$Y(U R4 #?FPSZHUS][^$R-'\Q.0(Z"1@/$D 3L"
M'@DP-I7:S$Q=7X@D1 43D-0
M'<&\,JG]'O#WES 0\H^O0X"P2#:) V2D_<-FCO+MCG7?Q*A)DOLR^AYE]'4,
MAE.SC&81?;E&[E8D*ECM,8)3:-EJ#:0@$[[A<;1%S^$"+8*-/8$$)E).-9FA
MP".A#G!6;*(%-$ZM(M?RD8AG8L5-8Q=?IE(?MBZ(_F"^2SG.VDT*8ZN^V\ZK
ME?62^&G[*4O=ZF?3%('KRX"* )OM:ZCB.TEXCK$&XXR@QX#E9M0U=?
M-EHRZ $U6,1DG-0V&.6+!89-T$((YW$(0@C#7YIZ<:/W202"J=%Y]INLL;=O
M[QZN1%_\].._BM&'=^^&[[\7=V_%Z/J;V^NWUQ?#VPAW[30^MI%$_8WF%PBF.4Q4NVR.]\:(V-IKYA V9)
M17[[0VMN-/4A&S#1/^8)'WI30_G5]&P!3NS62MN:QM7Q7K SW3/\A!=Y1Z[T
M!^'7JA7@R*3JD*:171B35"40O20!*-7-99S4]"+U,%-C;GNYG4C6#5>3\7Y4
M_ 502P,$% @ O&)125[_'&^P @ -@H !@ !X;"]W;W)K
%*5]WXZZT.7:_K4XCOU<4;'LMF/![Q'RXHS![ *("= \ =P"F
M7P+&T@6H;%S7MZ(OLGFKCUZW+X:[#?<&;X\3Q-TPC7 ?!"J6-7U(-
MUJ&:*90H_I96H>,ZIC^_LHEVF9!/A/P#@:5&T>8==[PL#([$]CR
%^'%:3+.,\'=?Q[ZXE!7XR[4J@/3NWTEZ9877HB)M(7^O1^E9U2MO8;C%E
MT>$3_,+\U+0"[9A43<[2-C$A19\)9ZJ%:]?)@0.$H]S-68V_9F)Y)UUV8]
M_&.4_P%02P,$% @ O&)12016*H#+ 0 V00 !D !X;"]W;W)K
0,9#60R
M1,\-\6B(/QFP)W-U?:&:%KD4 U(]M1\[VAFYM"$F&9EBE'E/+E.Z-U7DUR+:
M9CF^VJ '#7&:@]>0944Y*K:3!!N 60KR2.$G7XBG(,G_ ^+'@,0'Q"X@V3PR
M=DZR\55X2;@*PVA95
M+FW0X #GU(H>P\Z-:T+L;@#)[)T>0?F97AO)G$_-GMC1 .LB20J24_J-
M2,85;NI8>S%-K0].< 4O!MF#E,S\>02AIPW.\*GPRO>#"P72U&3A=5R"LEPK
M9*#?X(=LW98!$0%O'"9[%J/@?:OU>TB>N@VFP0((V+F@P/QPA!:$"$)^X=^S
MYK\E _$\/JG_B-UZ]UMFH=7B%^_
1!SL?> 7-_8.NY5'.
WMSM1?./>QLF/=,>+YVON
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MN_\E^P6@ ;^NIXY^J:$.=HM^WO5O\D_3?()7'<72>Q=Z/W\7X4B1/-FVZX51 W
M *04"&^A9"
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M](C O;2A
M:W.
MHP[D??F6PKS2 ._#=/ Q57A_)9UA^GCQ$"<+LCE0Y<]^&[PKF! :HLNI.W4,
M'^$%\PTD^E]P^<-^U$587OU#'$NJW/K EI@P#8^F:I3*?)'*E:6VZ\@Q'\(%
M2^$P#]T$E\.P.LM686SZ6=9_%^"K%56%'0$'U,I+7$;# >"S^ GF'ZR+.09KA>*:BY
M4A'4O*ZWCKG1TNE[LCPLMC=,Z,KO (^@J8;VN^2/%'Y"=T0Q#AP:+R 9:ZA5
M5C:;0^!9C$MK
\C4/>5LD2,HB;8F!2K#7.
M:--LDJ!0%SHV$90*,_,*GD#9+Y=8%?ZB>:4)[;>+?0*KYW&@$4TXO,L07=IV
M1+,*@\Q"7BT:G8'K0X>=S?9WS&-:YBO##]%#0;XQI>7)JT.M"9D!^2=RUI
M'<1O1K!#8=(OI9J6R3L]30+#B\8:N%VO% U+]J/64X8)<^*2@3#(E#5>EKD!
M71B7?E;Z:01+$F.1$XZKTNPM69K6SMQ&&W8(W8="^!Q7[4):YO-,1]Z+JE@V
MA!UMH8I38+J0K$I'M0'](G6@]BKXU%OO_C5]?9M\95
9!7]44V-]T*5&U<#RZW%C*L*)M4UD\@=>ZAK7J,L[@%L!?
M*MDBEX<$]TS1LK?=AI4SP-MI>DMZT0( &5KJW)#[I'3-,32)MQUV%'JV'*,J
MN';O070CTDQ;@JM^:"H%WGTG/3FV]JBQB@L'D,K'(G356E2+(N+?AK=0VY/N
M/+Y1\2$2TIJ)/,*[4-,QM>(I1*J)!B
M#"!3KV0$T
,JS7'T2BXRN6%BPH@R@@L+\;(
M$3A&!,<+\EB@]3!4B2F)RT>"G%F,2L#+I8@X4"01"BK$-[4JA2N<3ZX2UY>!
M/;*(];BX&1L[/QC)E _8KI?L:B;(8SPZJ0<_X! A"J
G1X>?SO=]&V]ULRP@(%K- Y!&N#I@LCR$XGSA?FFC!1!H%:>
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MG!<^E/ATO!$\G$*V-\L
XUC4U:9]'\OT[-8HJAL;,[:,\Q
M$H.H]0QCV8TSS8#;'P[;@_LO&8N/@]9PD=58&.%L3?TN*W=V!_/Q\?HF;0UN
MHG7UNZQ=<>[=_Z"LME:)MKT9G+#>,:VX4*
A&>TU]7-/G@ ?KQ
ML^]389'LT +H\9*2!NQ4K@AY'4D3DH%/6V+-[BYI_H]='$0T]D[]^&FT"X&/
M[)<,V8S@1:4_4]]AI05Y!U,@.PXF-*P^[8SVUEA\'$+OTTY$E@*33;!T^GU)
M>P*VB((#5KTGKT@GUL1JC7(H'+A6<<93(>%+9;. /J-$%;!.T^&PC"")>*/$
ME ?G5:PH'8YU#)"1,][K/3OW(X$-31&4#52W;0NW93 V4D;BOED2;#:YV]ZPKK4K^_!/&@'..-\
M