Florida
|
26-4330545
|
|||
(State or Jurisdiction of Incorporation or Organization)
|
(IRS Employer ID No.)
|
433 Plaza Real, Suite 275, Boca Raton, Florida
|
33432
|
|
(Address of Principal Executive Office)
|
(Zip Code)
|
Page
No.
|
|||||
PART I
|
FINANCIAL INFORMATION (unaudited)
|
F-2 | |||
Item 1:
|
Consolidated Financial Statements
|
F-2 | |||
Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012
|
F-2 | ||||
Consolidated Statement of Operations – For the Three Months Ended March 31, 2013 and 2012 for the period from February 20, 2009 (Inception) through March 31, 2013
|
F-3 | ||||
Consolidated Statement of Equity for the period from February 20, 2009 (Inception) through March 31, 2013
|
F-4 | ||||
Consolidated Statement of Cash Flows – For the Three Months Ended March 31, 2013 and 2012 and for the period from February 20, 2009 (Inception) through March 31, 2013
|
F-5 | ||||
Notes to Financial Statements
|
F-6 | ||||
Item 2:
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
3 | |||
Item 3:
|
Quantitative and Qualitative Disclosure about Market Risk
|
6 | |||
Item 4:
|
Controls and Procedures
|
6 | |||
PART II
|
OTHER INFORMATION
|
7 | |||
Item 1:
|
Legal Proceedings
|
7 | |||
Item 1A:
|
Risk Factors
|
7 | |||
Item 2:
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
7 | |||
Item 3:
|
Defaults Upon Senior Securities
|
7 | |||
Item 4:
|
Submission of Matters to a Vote of Security Holders
|
7 | |||
Item 5:
|
Other Information
|
7 | |||
Item 6:
|
Exhibits
|
7 |
Contents
|
Page(s)
|
||
Consolidated Balance Sheets at March 31, 2013 (Unaudited) and December 31, 2012
|
F-2 | ||
Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012 and for the Period from February 20, 2009 (Inception) through March 31, 2013 (Unaudited)
|
F-3 | ||
Consolidated Statement of Equity for the Period from February 20, 2009 (Inception) through March 31, 2013 (Unaudited)
|
F-4 | ||
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 and for the Period from February 20, 2009 (Inception) through March 31, 2013 (Unaudited)
|
F-5 | ||
Notes to the Consolidated Financial Statements (Unaudited)
|
F-6 |
March 31, 2013
|
December 31, 2012
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$
|
41,270
|
$
|
3,154
|
||||
Total Current Assets
|
41,270
|
3,154
|
||||||
COMPUTER EQUIPMENT
|
||||||||
Computer equipment
|
8,897
|
8,897
|
||||||
Accumulated depreciation
|
(4,504
|
)
|
(3,934
|
)
|
||||
Computer Equipment, net
|
4,393
|
4,963
|
||||||
CAPITALIZED PILOT COSTS, net
|
292,931
|
292,931
|
||||||
DEPOSITS
|
-
|
2,214
|
||||||
TOTAL ASSETS
|
$
|
338,594
|
$
|
303,262
|
||||
LIABILITIES AND EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accrued expenses
|
$
|
158,337
|
$
|
186,218
|
||||
Advances from stockholders
|
61,597
|
60,797
|
||||||
Total Current Liabilities
|
219,934
|
247,015
|
||||||
TOTAL LIABILITIES
|
219,934
|
247,015
|
||||||
EQUITY
|
||||||||
BEICK TOP PRODUCTIONS, INC. STOCKHOLDERS' EQUITY
|
||||||||
Preferred stock: $0.0001 par value, 10,000,000 shares authorized; none issued or outstanding
|
-
|
-
|
||||||
Common stock: $0.0001 par value, 100,000,000 shares authorized; 29,777,000 and 29,692,000 shares issued and outstanding, respectively
|
2,977
|
2,969
|
||||||
Additional paid-in capital
|
1,106,138
|
1,021,146
|
||||||
Deficit accumulated during the development stage
|
(990,426
|
)
|
(967,859
|
)
|
||||
Total Brick Top Productions, Inc. Stockholders' Equity
|
118,689
|
56,256
|
||||||
NON-CONTROLLING INTEREST IN SUBSIDIARY
|
(29
|
)
|
(9
|
)
|
||||
Total Equity
|
118,660
|
56,247
|
||||||
TOTAL LIABILITIES AND EQUITY
|
$
|
338,594
|
$
|
303,262
|
For the three months
Ended
March 31, 2013
|
For the three months
Ended
March 31, 2012
|
For the Period from
February 20, 2009,
(Inception) through
March 31, 2013
|
||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||
Revenue earned during the development stage
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Operating expenses:
|
||||||||||||
Compensation
|
-
|
-
|
383,790
|
|||||||||
Professional fees
|
17,479
|
5,350
|
266,443
|
|||||||||
Marketing
|
-
|
-
|
41,777
|
|||||||||
Bad debt
|
-
|
-
|
99,000
|
|||||||||
Rent
|
2,332
|
2,917
|
87,250
|
|||||||||
General and administrative
|
1,764
|
2,267
|
111,183
|
|||||||||
Total operating expenses
|
21,575
|
10,534
|
989,443
|
|||||||||
Other (income) expenses:
|
||||||||||||
Interest expense
|
1,012
|
-
|
1,012
|
|||||||||
Total other (income) expense
|
1,012
|
-
|
1,012
|
|||||||||
Loss before income tax provision and non-controlling interest
|
(22,587
|
)
|
(10,534
|
)
|
(990,455
|
)
|
||||||
Income tax provision
|
-
|
-
|
-
|
|||||||||
Net loss before non-controlling interest
|
(22,587
|
)
|
(10,534
|
)
|
(990,455
|
)
|
||||||
Net loss attributable to non-controlling interest
|
(20
|
)
|
-
|
(29
|
)
|
|||||||
Net loss attributable to Brick Top Productions, Inc. stockholders
|
$
|
(22,567
|
)
|
$
|
(10,534
|
)
|
$
|
(990,426
|
)
|
|||
Net loss per common share, basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||||
Weighted average common shares outstanding, basic and diluted
|
29,694,383
|
29,643,500
|
DEFICIT
|
||||||||||||||||||||||||||||
ACCUMULATED
|
BRICK TOP
|
|||||||||||||||||||||||||||
ADDITIONAL
|
DURING THE
|
PRODUCTIONS, INC. |
NON-
|
|||||||||||||||||||||||||
COMMON STOCK: $0.0001 PAR VALUE |
PAID IN
|
DEVELOPMENT
|
STOCKHOLDERS'
|
CONTROLLING
|
TOTAL
|
|||||||||||||||||||||||
NO. OF SHARES |
AMOUNT
|
CAPITAL
|
STAGE
|
EQUITY
|
INTEREST
|
EQUITY
|
||||||||||||||||||||||
Founder's Stock, February 20, 2009
|
22,900,000
|
$
|
2,290
|
$
|
-
|
$
|
-
|
$
|
2,290
|
$
|
-
|
$
|
2,290
|
|||||||||||||||
Stock issued for consulting, February 2009
|
100,000
|
10
|
9,990
|
10,000
|
10,000
|
|||||||||||||||||||||||
Stock issued for cash at $0.10 per share, February through December 2009, net of costs of $15,240
|
6,250,000
|
625
|
609,135
|
609,760
|
609,760
|
|||||||||||||||||||||||
Stock issued for cash at $1.00 per share, in December 2009
|
10,000
|
1
|
9,999
|
10,000
|
10,000
|
|||||||||||||||||||||||
Net Loss
|
(354,362
|
)
|
(354,362
|
)
|
(354,362
|
)
|
||||||||||||||||||||||
Balance, December 31, 2009
|
29,260,000
|
2,926
|
629,124
|
(354,362
|
)
|
277,688
|
-
|
277,688
|
||||||||||||||||||||
Stock issued for cash at $1.00 per share, January through December 2010, net of costs of $35,029
|
208,500
|
21
|
173,450
|
173,471
|
173,471
|
|||||||||||||||||||||||
Net Loss
|
(160,495
|
)
|
(160,495
|
)
|
(9
|
)
|
(160,504
|
)
|
||||||||||||||||||||
Balance, December 31, 2010
|
29,468,500
|
2,947
|
802,574
|
(514,857
|
)
|
290,664
|
(9
|
)
|
290,655
|
|||||||||||||||||||
Stock issued for cash at $1.00 per share, June through December 2011, net of costs of $4,906
|
175,000
|
17
|
170,077
|
170,094
|
170,094
|
|||||||||||||||||||||||
Net Loss
|
(311,641
|
)
|
(311,641
|
)
|
(311,641
|
)
|
||||||||||||||||||||||
Balance, December 31, 2011
|
29,643,500
|
2,964
|
972,651
|
(826,498
|
)
|
149,117
|
(9
|
)
|
149,108
|
|||||||||||||||||||
Stock issued for cash at $1.00 per share, September 2012
|
35,000
|
4
|
34,996
|
35,000
|
35,000
|
|||||||||||||||||||||||
Stock issued for cash at $1.00 per share, November 2012
|
13,500
|
1
|
13,499
|
13,500
|
13,500
|
|||||||||||||||||||||||
Net Loss
|
(141,361
|
)
|
(141,361
|
)
|
(141,361
|
)
|
||||||||||||||||||||||
Balance, December 31, 2012
|
29,692,000
|
2,969
|
1,021,146
|
(967,859
|
)
|
56,256
|
(9
|
)
|
56,247
|
|||||||||||||||||||
Stock issued for cash at $1.00 per share, January 2013
|
25,000
|
2
|
24,998
|
25,000
|
25,000
|
|||||||||||||||||||||||
Stock issued for cash at $1.00 per share, February 2013
|
37,500
|
4
|
37,496
|
37,500
|
37,500
|
|||||||||||||||||||||||
Stock issued for cash at $1.00 per share, March 2013
|
22,500
|
2
|
22,498
|
22,500
|
22,500
|
|||||||||||||||||||||||
Net Loss
|
(22,567
|
)
|
(22,567
|
)
|
(20
|
)
|
(22,587
|
)
|
||||||||||||||||||||
Balance, March 31, 2013
|
29,777,000
|
$
|
2,977
|
$
|
1,106,138
|
$
|
(990,426
|
)
|
$
|
118,689
|
$
|
(29
|
)
|
$
|
118,660
|
For the three months
Ended
March 31, 2013
|
For the three months
Ended
March 31, 2012
|
For the Period from
February 20, 2009,
(Inception) through
March 31, 2013
|
||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss before non-controlling interest
|
$
|
(22,587
|
)
|
$
|
(10,534
|
)
|
$
|
(990,455
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Stock compensation
|
-
|
-
|
12,290
|
|||||||||
Bad debt expense
|
-
|
-
|
99,000
|
|||||||||
Depreciation
|
570
|
584
|
4,505
|
|||||||||
Changes in operating assets and liabilitites:
|
||||||||||||
Prepaid expenses
|
-
|
(7,604
|
)
|
-
|
||||||||
Other current assets
|
-
|
-
|
(99,000
|
)
|
||||||||
Deposits
|
2,214
|
-
|
-
|
|||||||||
Accrued expenses
|
(27,881
|
)
|
(2,022
|
)
|
158,336
|
|||||||
Net cash used in operating activities
|
(47,684
|
)
|
(19,576
|
)
|
(815,324
|
)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Purchase of computer equipment
|
-
|
-
|
(8,897
|
)
|
||||||||
Capitalized pilot costs
|
-
|
-
|
(292,931
|
)
|
||||||||
Net cash used in investing activities
|
-
|
-
|
(301,828
|
)
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Cash proceeds from sale of stock, net of costs
|
85,000
|
-
|
1,096,825
|
|||||||||
Advances from stockholders
|
800
|
(202
|
)
|
61,597
|
||||||||
Net cash provided by financing activities
|
85,800
|
(202
|
)
|
1,158,422
|
||||||||
Net change in cash
|
38,116
|
(19,778
|
)
|
41,270
|
||||||||
Cash, beginning of period
|
3,154
|
54,400
|
-
|
|||||||||
CASH, END OF PERIOD
|
$
|
41,270
|
$
|
34,622
|
$
|
41,270
|
||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||||||
Interest paid
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Income tax paid
|
$
|
-
|
$
|
-
|
$
|
-
|
Name of consolidated
subsidiary or entity
|
State or other jurisdiction
of incorporation or
organization
|
Date of incorporation or
formation
(date of acquisition, if
applicable)
|
Attributable
interest
|
York Productions, LLC
|
The State of Florida
|
October 22, 2008
(June 1, 2010)
|
60%
|
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
·
|
Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
|
·
|
Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
|
·
|
Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the option and similar instruments.
|
·
|
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the option and similar instruments.
|
·
|
Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses the contractual term of the share options and similar instruments as the expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term..
|
·
|
Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
|
·
|
Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the option and similar instruments.
|
·
|
Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the option and similar instruments.
|
Estimated
Useful Life
(Years)
|
March 31,
2013
|
December 31,
2012
|
|||||||
Computer equipment
|
5
|
$
|
8,897
|
$
|
8,897
|
||||
Accumulated depreciation (i)
|
(4,504
|
)
|
(3,934
|
)
|
|||||
$
|
4,393
|
$
|
4,963
|
March 31, 2013
|
December 31,
2012
|
|||||||
Advances from chairman, chief executive officer and stockholder
|
$
|
61,597
|
$
|
60,797
|
||||
$
|
61,597
|
$
|
60,797
|
Three Months
Ended March 31,
|
Period from
February 20,
2009
(Inception)
to
March 31,
2013
|
|||||||||||
2013
|
2012
|
|||||||||||
Revenue
|
$
|
Nil
|
$
|
Nil
|
$
|
Nil
|
||||||
Operating expenses
|
$
|
(21,575)
|
$
|
(10,534)
|
$
|
(989,443)
|
||||||
Net Loss from Operations before non-controlling interest
|
$
|
(22,587)
|
$
|
(10,534)
|
$
|
(990,455)
|
||||||
Net Loss attributable to non-controlling interest
|
$
|
(20)
|
$
|
-
|
$
|
(29)
|
||||||
Net Loss attributable to Brick Top Productions’ stockholders
|
$
|
(22,567)
|
$
|
(10,534)
|
$
|
(990,426)
|
Three Months
Ended
March 31, 2103
|
Three Months
Ended
March 31, 2012
|
For the
Period from
February 20,
2009
(Inception) to
March 31, 2013
|
||||||||||
Net Cash (Used In) Provided by Operating Activities
|
$
|
(47,684)
|
$
|
(19,576)
|
$
|
(815,324)
|
||||||
Net Cash Used in Investing Activities
|
$
|
-
|
$
|
-
|
$
|
(301,828)
|
||||||
Net Cash (Used In) Provided by Financing Activities
|
$
|
85,800
|
$
|
(202)
|
$
|
1,158,422
|
||||||
Net Change in Cash
|
$
|
38,116
|
$
|
(19,778)
|
$
|
41,270
|
Exhibit
|
Title
|
31.1
|
Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS**
|
XBRL Instance
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
101.CAL**
|
XBRL Taxonomy Extension Calculation
|
101.DEF**
|
XBRL Taxonomy Extension Definition
|
101.LAB**
|
XBRL Taxonomy Extension Labels
|
101.PRE**
|
XBRL Taxonomy Extension Presentation
|
** XBRL
|
Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
BRICK TOP PRODUCTIONS, INC.
|
|||
Date: May 15, 2013
|
By:
|
/s/ Alexander Bafer
|
|
Alexander Bafer
|
|||
Chief Executive Officer and
|
|||
Chief Financial Officer
|
1.
|
I have reviewed this Report on Form 10-Q of Brick Top Productions, Inc. (the “registrant”);
|
||||
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-a15(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 controls over financial reporting that occurred during the registrant’s current 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 controls 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 controls.
|
May 15, 2013
|
/s/ Alexander Bafer
|
||||
Alexander Bafer
|
|||||
Chief Executive Officer and Chief Financial Officer
|
1.
|
I am the Chief Executive Officer and Chief Financial Officer of Brick Top Productions, Inc.
|
|||
2.
|
Attached to this certification is Form 10-Q for the three months ended March 31, 2013, a periodic report (the “periodic report”) filed by the issuer with the Securities Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), which contains financial statements.
|
|||
3.
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|||
·
|
The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act, and
|
|||
·
|
The information in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer for the periods presented.
|
May 15, 2013
|
/s/ Alexander Bafer
|
|
Alexander Bafer
|
||
Chief Executive Officer and
|
||
Chief Financial Officer
|
Note 6 - Commitments and Contingencies (Detail) (Chief Executive Officer [Member], USD $)
|
36 Months Ended |
---|---|
Sep. 22, 2013
|
|
Chief Executive Officer [Member]
|
|
Officers' Compensation | $ 150,000 |
Note 2 - Summary of Significant Accounting Policies
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] |
Note
2 - Summary of Significant Accounting Policies
Basis of
presentation - Unaudited Interim Financial
Information
The
accompanying unaudited interim consolidated financial
statements and related notes have been prepared in accordance
with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) for the interim
financial information, and with the rules and regulations of
the United States Securities and Exchange Commission
(“SEC”) to Form 10-Q and Article 8 of Regulation
S-X. Accordingly, they do not include all of the information
and footnotes required by U.S. GAAP for complete financial
statements. The unaudited interim financial
statements furnished reflect all adjustments (consisting of
normal recurring accruals) which are, in the opinion of
management, necessary to a fair statement of the results for
the interim period presented. Unaudited interim
results are not necessarily indicative of the results for the
full fiscal year. These consolidated financial
statements should be read in conjunction with the
consolidated financial statements of the Company for the year
ended December 31, 2012 and notes thereto contained in the
information filed as part of the Company’s Form 10-K,
which was filed on April 15, 2013.
Principles
of Consolidation
The
Company applies the guidance of Topic 810 “Consolidation”
of the FASB Accounting Standards Codification to determine
whether and how to consolidate another
entity. Pursuant to ASC Paragraph 810-10-15-10 all
majority-owned subsidiaries—all entities in which a
parent has a controlling financial interest—shall be
consolidated except (1) when control does not rest with the
parent, the majority owner; (2) if the parent is a
broker-dealer within the scope of Topic 940 and control is
likely to be temporary; (3) consolidation by an investment
company within the scope of Topic 946 of a
non-investment-company investee. Pursuant to ASC
Paragraph 810-10-15-8 the usual condition for a controlling
financial interest is ownership of a majority voting
interest, and, therefore, as a general rule ownership by one
reporting entity, directly or indirectly, of more than 50
percent of the outstanding voting shares of another entity is
a condition pointing toward consolidation. The
power to control may also exist with a lesser percentage of
ownership, for example, by contract, lease, agreement with
other stockholders, or by court decree. The Company
consolidates all less-than-majority-owned subsidiaries, in
which the parent’s power to control exists.
The
Company's consolidated subsidiaries and/or entities are as
follows:
The
consolidated financial statements include all accounts of the
Company and the consolidated subsidiary as of the reporting
period ending date(s) and for the reporting period(s) then
ended.
All
inter-company balances and transactions have been
eliminated.
Development
Stage Company
The
Company is a development stage company as defined by section
915-10-20 of the FASB Accounting Standards Codification. The
Company is still devoting substantially all of its efforts on
establishing the business and, therefore, still qualifies as
a development stage company. All losses accumulated since
inception have been considered as part of the Company’s
development stage activities.
Use of
Estimates and Assumptions
The
preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period.
The
Company’s significant estimates and assumptions include
the fair value of financial instruments; the carrying value,
recoverability and impairment, if any, of long-lived assets,
including the values assigned to and the estimated useful
lives of computer equipment and capitalized pilot costs;
income tax rate, income tax provision and valuation allowance
of deferred tax assets; and the assumption that the Company
will continue as a going concern. Those
significant accounting estimates or assumptions bear the risk
of change due to the fact that there are uncertainties
attached to those estimates or assumptions, and certain
estimates or assumptions are difficult to measure or
value.
Management
bases its estimates on historical experience and on various
assumptions that are believed to be reasonable in relation to
the financial statements taken as a whole under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.
Management
regularly evaluates the key factors and assumptions used to
develop the estimates utilizing currently available
information, changes in facts and circumstances, historical
experience and reasonable assumptions. After such
evaluations, if deemed appropriate, those estimates are
adjusted accordingly.
Actual
results could differ from those estimates.
Business
Combination
In
accordance with section 805-10-05 of the FASB Accounting
Standards Codification the Company allocates the purchase
price of acquired entities to the tangible and intangible
assets acquired and liabilities assumed, based on their
estimated fair values.
Management
makes estimates of fair values based upon assumptions
believed to be reasonable. These estimates are based on
historical experience and information obtained from the
management of the acquired companies. Critical estimates in
valuing certain of the intangible assets include but are not
limited to: future expected cash flows from revenues,
customer relationships, key management and market positions,
assumptions about the period of time the acquired trade names
will continue to be used in the Company’s combined
product portfolio, and discount rates used to establish fair
value. These estimates are inherently uncertain and
unpredictable. Assumptions may be
incomplete.
Fair
Value of Financial Instruments
The
Company follows paragraph 825-10-50-10 of the FASB Accounting
Standards Codification for disclosures about fair value of
its financial instruments and paragraph 820-10-35-37 of the
FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its
financial instruments. Paragraph 820-10-35-37 establishes a
framework for measuring fair value in generally accepted
accounting principles (U.S. GAAP), and expands disclosures
about fair value measurements. To increase consistency and
comparability in fair value measurements and related
disclosures, Paragraph 820-10-35-37 establishes a fair value
hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad
levels. The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair
value hierarchy defined by Paragraph 820-10-35-37 are
described below:
Financial
assets are considered Level 3 when their fair values are
determined using pricing models, discounted cash flow
methodologies or similar techniques and at least one
significant model assumption or input is unobservable.
The
fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one
level described above, the categorization is based on the
lowest level input that is significant to the fair value
measurement of the instrument.
The
carrying amounts of the Company’s financial assets and
liabilities, such as cash, and accrued expenses, approximate
their fair values because of the short maturity of these
instruments.
Transactions
involving related parties cannot be presumed to be carried
out on an arm's-length basis, as the requisite conditions of
competitive, free-market dealings may not exist.
Representations about transactions with related parties, if
made, shall not imply that the related party transactions
were consummated on terms equivalent to those that prevail in
arm's-length transactions unless such representations can be
substantiated.
It
is not, however, practical to determine the fair value of
advances from stockholders, if any, due to their related
party nature.
Carrying
Value, Recoverability and Impairment of Long-Lived
Assets
The
Company has adopted paragraph 360-10-35-17 of the FASB
Accounting Standards Codification for its long-lived assets.
The Company’s long-lived assets, which include computer
equipment and capitalized pilot costs, are reviewed for
impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable.
The
Company assesses the recoverability of its long-lived assets
by comparing the projected undiscounted net cash flows
associated with the related long-lived asset or group of
long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if
any, is based on the excess of the carrying amount over the
fair value of those assets. Fair value is
generally determined using the asset’s expected future
discounted cash flows or market value, if readily
determinable. If long-lived assets are determined
to be recoverable, but the newly determined remaining
estimated useful lives are shorter than originally estimated,
the net book values of the long-lived assets are depreciated
over the newly determined remaining estimated useful
lives.
The
Company considers the following to be some examples of
important indicators that may trigger an impairment review:
(i) significant under-performance or losses of assets
relative to expected historical or projected future operating
results; (ii) significant changes in the manner or use
of assets or in the Company’s overall strategy with
respect to the manner or use of the acquired assets or
changes in the Company’s overall business strategy;
(iii) significant negative industry or economic trends;
(iv) increased competitive pressures; and
(v) regulatory changes. The Company evaluates
acquired assets for potential impairment indicators at least
annually and more frequently upon the occurrence of such
events.
Management
will periodically review the recoverability of the
capitalized pilot costs. Management takes into consideration
various information. If it is determined that a project or
property will be abandoned, or its carrying value impaired, a
provision will be made for any expected loss on the project
or property.
The
impairment charges, if any, is included in operating expenses
in the accompanying statements of operations.
Cash
Equivalents
The
Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
Computer
Equipment
Computer
equipment is recorded at cost. Expenditures for major
additions and betterments are capitalized. Maintenance and
repairs are charged to operations as incurred. Depreciation
of computer equipment is computed by the straight-line method
(after taking into account their respective estimated
residual values) over the assets estimated useful lives of
five (5). Upon sale or retirement of computer equipment, the
related cost and accumulated depreciation are removed from
the accounts and any gain or loss is reflected in the
consolidated statements of operations.
Capitalized
Pilot Costs - Film Property and Screenplay
Rights
The
Company capitalizes costs it incurs to buy film or
transcripts that will later be marketed or be used in the
production of films according to ASC 926, Entertainment
– Films. The Company will begin to amortize
capitalized film cost when a film is released and it begins
to recognize revenue from the film.
Related
Parties
The
Company follows subtopic 850-10 of the FASB Accounting
Standards Codification for the identification of related
parties and disclosure of related party transactions.
Pursuant
to Section 850-10-20 the related parties include
a. affiliates of the Company; b. entities for which
investments in their equity securities would be required,
absent the election of the fair value option under the Fair
Value Option Subsection of Section 825–10–15, to
be accounted for by the equity method by the investing
entity; c. trusts for the benefit of employees, such as
pension and profit-sharing trusts that are managed by or
under the trusteeship of management; d. principal owners of
the Company; e. management of the Company; f. other
parties with which the Company may deal if one party controls
or can significantly influence the management or operating
policies of the other to an extent that one of the
transacting parties might be prevented from fully pursuing
its own separate interests; and g. other parties that
can significantly influence the management or operating
policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can
significantly influence the other to an extent that one or
more of the transacting parties might be prevented from fully
pursuing its own separate interests.
The
financial statements shall include disclosures of material
related party transactions, other than compensation
arrangements, expense allowances, and other similar items in
the ordinary course of business. However, disclosure of
transactions that are eliminated in the preparation of
consolidated or combined financial statements is not required
in those statements. The disclosures shall include:
a. the nature of the relationship(s) involved; b. a
description of the transactions, including transactions to
which no amounts or nominal amounts were ascribed, for each
of the periods for which income statements are presented, and
such other information deemed necessary to an understanding
of the effects of the transactions on the financial
statements; c. the dollar amounts of transactions for
each of the periods for which income statements are presented
and the effects of any change in the method of establishing
the terms from that used in the preceding period; and
d. mounts due from or to related parties as of the date
of each balance sheet presented and, if not otherwise
apparent, the terms and manner of settlement.
Commitment
and Contingencies
The
Company follows subtopic 450-20 of the FASB Accounting
Standards Codification to report accounting for
contingencies. Certain conditions may exist as of the date
the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be
resolved when one or more future events occur or fail to
occur. The Company assesses such contingent
liabilities, and such assessment inherently involves an
exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending
against the Company or unasserted claims that may result in
such proceedings, the Company evaluates the perceived merits
of any legal proceedings or unasserted claims as well as the
perceived merits of the amount of relief sought or expected
to be sought therein.
If
the assessment of a contingency indicates that it is probable
that a material loss has been incurred and the amount of the
liability can be estimated, then the estimated liability
would be accrued in the Company’s consolidated
financial statements. If the assessment indicates
that a potential material loss contingency is not probable
but is reasonably possible, or is probable but cannot be
estimated, then the nature of the contingent liability, and
an estimate of the range of possible losses, if determinable
and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed
unless they involve guarantees, in which case the guarantees
would be disclosed. Management does not believe,
based upon information available at this time, that these
matters will have a material adverse effect on the
Company’s consolidated financial position, results of
operations or cash flows. However, there is no assurance that
such matters will not materially and adversely affect the
Company’s business, financial position, and results of
operations or cash flows.
Non-Controlling
Interest
The
Company follows paragraph 810-10-65-1 of the FASB Accounting
Standards Codification to report the non-controlling interest
in York Productions, LLC, its majority owned subsidiary in
the consolidated statements of balance sheets within the
equity section, separately from the Company’s
stockholders’ equity. Non-controlling
interest represents the non-controlling interest
holder’s proportionate share of the equity of the
Company’s majority-owned subsidiary, York Productions,
LLC. Non-controlling interest is adjusted for the
non-controlling interest holder’s proportionate share
of the earnings or losses and other comprehensive income
(loss) and the non-controlling interest continues to be
attributed its share of losses even if that attribution
results in a deficit non-controlling interest balance.
Revenue
Recognition
The
Company follows paragraph 605-10-S99-1 of the FASB Accounting
Standards Codification for revenue recognition. The Company
will recognize 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
that the services have been rendered to the customer, the
sales price is fixed or determinable, and collectability is
reasonably assured.
Stock-Based
Compensation for Obtaining Employee Services
The
Company accounts for its stock based compensation in which
the Company obtains employee services in share-based payment
transactions under the recognition and measurement principles
of the fair value recognition provisions of section 718-10-30
of the FASB Accounting Standards Codification. Pursuant to
paragraph 718-10-30-6 of the FASB Accounting Standards
Codification, all transactions in which goods or services are
the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity
instrument issued, whichever is more reliably
measurable. The measurement date used to determine
the fair value of the equity instrument issued is the earlier
of the date on which the performance is complete or the date
on which it is probable that performance will
occur. The Company believes that using share
prices established in the Company’s most recent private
placement memorandum ("PPM”), or monthly average stock
close prices, if no PPM available, would generally be more
appropriate than the use of daily stock close prices if the
common shares of the Company are thinly traded.
The
fair value of share options and similar instruments is
estimated on the date of grant using a Black-Scholes
option-pricing valuation model. The ranges of
assumptions for inputs are as follows:
The
Company’s policy is to recognize compensation cost for
awards with only service conditions and a graded vesting
schedule on a straight-line basis over the requisite service
period for the entire award.
Equity
Instruments Issued to Parties Other Than Employees for
Acquiring Goods or Services
The
Company accounts for equity instruments issued to parties
other than employees for acquiring goods or services under
guidance of Subtopic 505-50 of the FASB Accounting Standards
Codification (“Subtopic 505-50”).
Pursuant
to Section 505-50-30, all transactions in which goods or
services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably
measurable. The measurement date used to determine
the fair value of the equity instrument issued is the earlier
of the date on which the performance is complete or the date
on which it is probable that performance will
occur. The Company believes that using share
prices established in the Company’s most recent private
placement memorandum ("PPM”), or monthly average stock
close prices, if no PPM available, would generally be more
appropriate than the use of daily stock close prices if the
common shares of the Company are thinly traded.
The
fair value of share options and similar instruments is
estimated on the date of grant using a Black-Scholes
option-pricing valuation model. The ranges of
assumptions for inputs are as follows:
Pursuant
to ASC paragraph 505-50-25-7, if fully vested,
non-forfeitable equity instruments are issued at the date the
grantor and grantee enter into an agreement for goods or
services (no specific performance is required by the grantee
to retain those equity instruments), then, because of the
elimination of any obligation on the part of the counterparty
to earn the equity instruments, a measurement date has been
reached. A grantor shall recognize the equity instruments
when they are issued (in most cases, when the agreement is
entered into). Whether the corresponding cost is an immediate
expense or a prepaid asset (or whether the debit should be
characterized as contra-equity under the requirements of
paragraph 505-50-45-1) depends on the specific facts and
circumstances. Pursuant to ASC paragraph 505-50-45-1, a
grantor may conclude that an asset (other than a note or a
receivable) has been received in return for fully vested,
non-forfeitable equity instruments that are issued at the
date the grantor and grantee enter into an agreement for
goods or services (and no specific performance is required by
the grantee in order to retain those equity instruments).
Such an asset shall not be displayed as contra-equity by the
grantor of the equity instruments. The transferability (or
lack thereof) of the equity instruments shall not affect the
balance sheet display of the asset. This guidance is limited
to transactions in which equity instruments are transferred
to other than employees in exchange for goods or services.
Section 505-50-30 provides guidance on the determination of
the measurement date for transactions that are within the
scope of this Subtopic.
Pursuant
to ASC paragraphs 505-50-25-8 and 505-50-25-9, an entity may
grant fully vested, non-forfeitable equity instruments that
are exercisable by the grantee only after a specified period
of time if the terms of the agreement provide for earlier
exercisability if the grantee achieves specified performance
conditions. Any measured cost of the transaction shall be
recognized in the same period(s) and in the same manner as if
the entity had paid cash for the goods or services or used
cash rebates as a sales discount instead of paying with, or
using, the equity instruments. A recognized asset, expense,
or sales discount shall not be reversed if a stock option
that the counterparty has the right to exercise expires
unexercised.
Pursuant
to ASC paragraph 505-50-30-S99-1, if the Company receives a
right to receive future services in exchange for unvested,
forfeitable equity instruments, those equity instruments are
treated as unissued for accounting purposes until the future
services are received (that is, the instruments are not
considered issued until they vest). Consequently, there would
be no recognition at the measurement date and no entry should
be recorded.
Income
Tax Provision
The
Company follows Section 740-10-30 of the FASB Accounting
Standards Codification, which requires recognition of
deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the
financial statements or tax returns. Under this
method, deferred tax assets and liabilities are based on the
differences between the financial statement and tax bases of
assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to
reverse. Deferred tax assets are reduced by a
valuation allowance to the extent management concludes it is
more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates
is recognized in the Statements of Operations in the period
that includes the enactment date.
The
Company adopted section 740-10-25 of the FASB Accounting
Standards Codification (“Section 740-10-25”).
Section 740-10-25 addresses the determination of whether tax
benefits claimed or expected to be claimed on a tax return
should be recorded in the financial statements.
Under
Section 740-10-25, the Company may recognize the tax benefit
from an uncertain tax position only if it is more likely than
not that the tax position will be sustained on examination by
the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the
financial statements from such a position should be measured
based on the largest benefit that has a greater than fifty
percent (50%) likelihood of being realized upon ultimate
settlement. Section 740-10-25 also provides
guidance on de-recognition, classification, interest and
penalties on income taxes, accounting in interim periods and
requires increased disclosures.
Uncertain
Tax Positions
The
Company did not take any uncertain tax positions and had no
adjustments to the unrecognized tax liabilities or benefits
pursuant to the provisions of Section 740-10-25 for the
period ended March 31, 2013 or 2012.
Net
Income (Loss) per Common Share
Net
income (loss) per common share is computed pursuant to
section 260-10-45 of the FASB Accounting Standards
Codification. Basic net income (loss) per common
share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding
during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and
potentially dilutive outstanding shares of common stock
during the period to reflect the potential dilution that
could occur from common shares issuable through contingent
share arrangements, stock options and warrants.
There
were no potentially dilutive shares outstanding for the
period ended March 31, 2013 or 2012.
Cash
Flows Reporting
The
Company adopted paragraph 230-10-45-24 of the FASB Accounting
Standards Codification for cash flows reporting, classifies
cash receipts and payments according to whether they stem
from operating, investing, or financing activities and
provides definitions of each category, and uses the indirect
or reconciliation method (“Indirect method”) as
defined by paragraph 230-10-45-25 of the FASB Accounting
Standards Codification to report net cash flow from operating
activities by adjusting net income to reconcile it to net
cash flow from operating activities by removing the effects
of (a) all deferrals of past operating cash receipts and
payments and all accruals of expected future operating cash
receipts and payments and (b) all items that are included in
net income that do not affect operating cash receipts and
payments. The Company reports the reporting
currency equivalent of foreign currency cash flows, using the
current exchange rate at the time of the cash flows and the
effect of exchange rate changes on cash held in foreign
currencies is reported as a separate item in the
reconciliation of beginning and ending balances of cash and
cash equivalents and separately provides information about
investing and financing activities not resulting in cash
receipts or payments in the period pursuant to paragraph
830-230-45-1 of the FASB Accounting Standards
Codification.
Subsequent
Events
The
Company follows the guidance in Section 855-10-50 of the FASB
Accounting Standards Codification for the disclosure of
subsequent events. The Company will evaluate subsequent
events through the date when the financial statements
were issued. Pursuant to ASU 2010-09 of the FASB
Accounting Standards Codification, the Company as an SEC
filer considers its financial statements issued when they are
widely distributed to users, such as through filing them on
EDGAR.
Recently
Issued Accounting Pronouncements
FASB
Accounting Standards Update No. 2011-08
In
September 2011, the FASB issued the FASB Accounting Standards
Update No. 2011-08 “Intangibles—Goodwill
and Other: Testing Goodwill
for Impairment” (“ASU 2011-08”).
This Update is to simplify how public and nonpublic entities
test goodwill for impairment. The amendments permit an entity
to first assess qualitative factors to determine whether it
is more likely than not that the fair value of a reporting
unit is less than its carrying amount as a basis for
determining whether it is necessary to perform the two-step
goodwill impairment test described in Topic 350. Under the
amendments in this Update, an entity is not required to
calculate the fair value of a reporting unit unless the
entity determines that it is more likely than not that its
fair value is less than its carrying amount.
The
guidance is effective for interim and annual periods
beginning on or after December 15, 2011. Early
adoption is permitted.
FASB
Accounting Standards Update No. 2011-11
In
December 2011, the FASB issued the FASB Accounting Standards
Update No. 2011-11 “Balance
Sheet: Disclosures about Offsetting Assets and
Liabilities” (“ASU 2011-11”). This
Update requires an entity to disclose information about
offsetting and related arrangements to enable users of its
financial statements to understand the effect of those
arrangements on its financial position. The objective of this
disclosure is to facilitate comparison between those entities
that prepare their financial statements on the basis of U.S.
GAAP and those entities that prepare their financial
statements on the basis of IFRS.
The
amended guidance is effective for annual reporting periods
beginning on or after January 1, 2013, and interim periods
within those annual periods.
FASB
Accounting Standards Update No. 2012-02
In
July 2012, the FASB issued the FASB Accounting Standards
Update No. 2012-02 “Intangibles—Goodwill
and Other (Topic 350) Testing Indefinite-Lived Intangible
Assets for Impairment” (“ASU
2012-02”).
This
Update is intended to reduce the cost and complexity of
testing indefinite-lived intangible assets other than
goodwill for impairment. This guidance builds upon the
guidance in ASU 2011-08, entitled Testing Goodwill
for Impairment. ASU 2011-08 was issued on September
15, 2011, and feedback from stakeholders during the exposure
period related to the goodwill impairment testing guidance
was that the guidance also would be helpful in impairment
testing for intangible assets other than
goodwill.
The
revised standard allows an entity the option to first assess
qualitatively whether it is more likely than not (that is, a
likelihood of more than 50 percent) that an indefinite-lived
intangible asset is impaired, thus necessitating that it
perform the quantitative impairment test. An entity is
not required to calculate the fair value of an
indefinite-lived intangible asset and perform the
quantitative impairment test unless the entity determines
that it is more likely than not that the asset is
impaired.
This
Update is effective for annual and interim impairment tests
performed in fiscal years beginning after September 15,
2012. Earlier implementation is permitted.
Other
Recently Issued, but not Yet Effective Accounting
Pronouncements
Management
does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a
material effect on the accompanying consolidated financial
statements.
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