EX-99.1 4 exhibit991.htm EXHIBIT991 exhibit991.htm
 
 
 
 
 
 
 
 
 

 
 

 
 
graphic1
 
2451 N. McMullen Booth Road Suite.308
Clearwater, FL 33759
Toll fee: 855.334.0934
Fax: 800.581.1908

 
 
 
 
The Board of Directors and Shareholders
 
Mike the Pike Productions, Inc.

We have audited the accompanying consolidated balance sheets of Mike the Pike Productions, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mike the Pike Productions, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
The financial statement has been restated to enhance disclosure on equity and subsequent events.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
/s/  DKM Certified Public Accountants                             
      DKM Certified Public Accountants
 
Clearwater, Florida
October 17, 2015 and January 6, 2015 with enhanced disclosures of Note 7 and Note 11.

PCAOB Registered
AICPA Member
 
 

 
 
F - 1

 
 

 


Mike The Pike Productions, Inc.
December 31, 2013 and 2012
 
 

   
2013
   
2012
 
             
ASSETS
           
Current Assets
           
   Cash
  $ 2,595     $ -  
      Total Current Assets
    2,595       -  
                 
Fixed Assets
               
   Furniture and equipment net of depreciation
    720       1,080  
Other Assets
               
   Intangible asset, net of amortization (Note 4)
    374,166       403,499  
   Investment in Partnership (Note 10)
    42,083       41,395  
      Total Other Assets
    416,249       444,894  
                 
TOTAL ASSETS
  $ 419,564     $ 445,974  
                 
LIABILITIES AND STOCKHOLDERS’ EQUTIY (DEFICIT)
               
                 
LIABILITIES
               
Current Liabilities
               
Cash Overdraft
  $ -     $ 295  
Accrued Taxes Payable
    9,404       9,404  
Accrued Interest Payable
    233,528       147,579  
Accrued Salaries ( Note 5)
    60,000       -  
Due to related party (Note 9)
    87,052       86,364  
Notes Payable (Note 6)
    793,435       778,285  
Derivative Liability
    700,276       662,324  
Total Current Liabilities
    1,883,695       1,684,251  
                 
TOTAL LIABILITIES
    1,883,695       1,684,251  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)
               
Preferred Stock, $.001par value 100,000,000
     Authorized 2,378,999 Issued and Outstanding at December 31, 2013 and December 31, 2012.
    2,378       2,378  
Common Stock, $.001 par value 2,249,000,000
      Authorized 2,146,000,000 Issued and Outstanding at December 31, 2013 and December 31, 2012.
    2,146,000       2,146,000  
Additional paid-in-capital
    (933,058 )     (939,058 )
Accumulated Deficit
    (2,679,451 )     (2,447,597 )
      Total Stockholders’ Equity (Deficit)
    (1,464,131 )     (1,238,277 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
  $ 419,564     $ 445,974  
 
 
 

The accompanying notes are an integral part of these financial statements.

 
 
 
 
 
 
F - 2

 
 
 
 
Mike The Pike Productions, Inc.
For The Years Ended December 31, 2013 and 2012
 
 

   
2013
   
2012
 
                 
REVENUES:
  $ 40,011     $ 19,475  
                 
       Total Revenues
    40,011       19,475  
                 
OPERATING EXPENSES:
               
 General and Administrative:                
                 
Amortization and depreciation
    29,693       29,693  
Salaries
    60,000       143.621  
Development Costs
    32,352       44,579  
    Professional Fees
    27,975       5,100  
    Other General and administrative expense
    7,792       195,266  
      Total Operating Expenses
    157,812       418,259  
                 
Net operating loss
    (117,801 )     (398,784 )
                 
OTHER INCOME (EXPENSE)
               
Finance and interest fees
    (85,951 )     (94,163 )
Loan Discounts
    (26,265 )     (59,742 )
Change in derivative liability
    (1,837 )     -  
Other Income
    -       382  
                 
NET INCOME (LOSS)
  $ (231,854 )   $ (552,307 )
                 
Basic and Diluted Loss per Common Share
  $ (0.00 )     (0.00 )
                 
Weighted Average Number of Common Shares Outstanding
    2,146,000,000       2,305,048,288  
 


The accompanying notes are an integral part of these financial statements.
 
 
 
 
F - 3

 
 
 
 
Mike The Pike Productions, Inc.
For The Years Ended December 31, 2013 and 2012
 

   
2013
   
2012
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (231,854 )   $ (552,307 )
Adjustments to reconcile net loss to net cash provided
               
By operating activities:
               
Preferred stock compensation
    -       113,284  
Issuance of common stock for services
    -       100,000  
Issuance of note payable for consulting fees
    25,000       7,500  
Amortization
    29,333       29,333  
Depreciation
    360       360  
Capital contribution of rent
    6,000       6,000  
Capital contribution of salary to equity
    -       25,000  
   Discounts on potential loan conversions
    26,265       59,742  
Change in derivative liability
    1,837       -  
Changes in operating assets and Liabilities:
               
Increase/ (decrease) in cash overdraft
    (295 )     295  
Increase/ (decrease) in taxes payable
    -       9,169  
Increase/ (decrease) in accounts payable
    -       (6,500 )
Increase/ (decrease) in accrued salaries
    60,000       -  
Increase/ (decrease) in accrued interest payable
    85,949       94,165  
   Net cash used in operating activities
    2,595       (113,959 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
    Payments to partnership
    (688 )     (17,546 )
   Net cash provided by (used in) investing activities
    (688 )     (17,546 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
   Proceeds  from loans from stockholder
    688       71,115  
Proceeds  from common stock sales
    -       38,000  
   Net cash provided by (used in) financing activities
    688       109,115  
                 
Net increase (decrease) in cash and cash equivalents
    2,595       (22.390 )
                 
Cash and cash equivalents - beginning of period
    -       22,390  
                 
Cash and cash equivalents - end of period
  $ 2,595     $ -  
                 
Interest Paid
    -       -  
Income Taxes Paid
    -       -  
                 
NON CASH INVESTING AND FINANCING ACTIVITIES:
               
      Conversion of Debt as contribution of capital
    -     $ 727,911  
Issuance stock issuable from 2011
    -     $ 22,500  
Assumption of debt by Stockholder
    -     $ 144,715  
Issuance of stock and loan for intangible asset
    -     $ 225,000  
Issuance of stock for loan
    -     $ 38,250  
Capital contribution of salary
    -     $ 190,000  

 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
F - 4

 
 
 
 
 
Mike The Pike Productions, Inc.
For Years Ended December 31, 2013 and 2012
 

   
Preferred Shares
   
Common Stock
   
Issuable
   
Additional
Paid-In
   
Accummulated
   
Total
Stockholders'
 
   
Shares
   
Value
   
Shares
   
Amount
   
Stock
   
Capital
   
Deficit
   
Equity
 
                                                                 
Balance - December 31, 2011
    2,015,715     $ 2,015       2,081,127,791     $ 2,081,127     $ 22,500     $ (2,379,482 )   $ (1,895,290 )   $ (2,169,130 )
                                                                 
Issuance of Preferred shares for Consulting Agreement
    113,284       113                               113,171               113,284  
                                                                 
Issuance of restricted shares for Promissory notes
                    55,555,556       55,556               (50,556 )             5,000  
                                                                 
Issuance of shares for purchase of St James Films
    250,000       250                               124,750               125,000  
                                                                 
Cancellation of debt as contribution of capital
                                            727,911               727,911  
                                                                 
Contribution of Rent
                                            6,000               6,000  
                                                                 
Contribution of Accrued Salary
                                            190,000               190,000  
                                                                 
 Return of Shares                     (1,092,683,347 )     (1,092,683 )             1,092,683                  
                                                                 
Issuance of common stock for services
                    97,000,000       97,000               3,000               100,000  
                                                                 
Issuance of shares for cash
                    275,000,000       275,000               (242,000 )             33,000  
                                                                 
Issuance of shares for cash in prior years
                    165,000,000       165,000       (22,500 )     (142,500 )                
                                                                 
Issuance of restricted shares for Promissory Notes
                    565,000,000       565,000               (526,750 )             38,250  
                                                                 
Assumption of Debt and accrued interest by Stockholder
                                            144,715               144,715  
                                                                 
Net Loss December 31, 2012
                                                    (552,307 )     (552,307 )
                                                                 
Balance December 31, 2012
    2,378,999     $ 2,378       2,146,000,000     $ 2,146,000       -     $ (939,058 )   $ (2,447,597 )   $ (1,238,277 )
                                                                 
Contribution of Rent
                                            6,000               6,000  
                                                                 
Net Loss December 31, 2013
                                                    (231,854 )     (231,854 )
                                                                 
Balance - December 31, 2013
    2,378,999     $ 2,378       2,146,000,000     $ 2,146,000             $ (933,058 )   $ (2,679,451 )   $ (1,464,131 )
 

 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
F - 5

 
 
 
 
Mike The Pike Productions, Inc.
December 31, 2013 and 2012
 
 
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION AND OPERATIONS
 
Mike The Pike Productions, Inc. (the “Company”) is the successor entity to the business of Pine Ridge Holdings Inc. a corporation formed in Nevada in 2001.

Prior to August, 2009 the Company was a Nevada corporation named Pine Ridge Holdings, Inc. engaged in the business of providing energy generation products.  On April 24th 2009 Kevin May resigned and transferred ownership of shares to Mark B. Newbauer who was appointed President and CEO.  On August 5th, 2009, the name was changed from Pine Ridge Holdings, Inc. to Mike The Pike Productions, Inc.

On December 6, 2009, the Company acquired all of the assets of Mike The Pike Productions, Inc. of Wyoming in exchange for 10,000,000 restricted shares of common stock.  Concurrently with the Acquisition, the management of the Wyoming Corporation took control of the Board of Directors of the Company and the assets of the Company related to the energy business were spun-off to entity controlled by the previous management of the Company.  On October 5, 2010 a merger was formed to re-domicile the company in Wyoming and Mike The Pike Productions, Inc. survived the merger as a Wyoming Company.  

B. PRINCIPALS OF CONSOLIDATION
 
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries St. James Films LLC incorporated in the state of Nevada and ServeNation, Inc. (inactive) and 50% interest in Spokefish Publishing, LLP. All material inter-company balances and transactions were eliminated upon consolidation.

C. BASIS OF ACCOUNTING
 
The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred.  The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and these adjustments are of a normal recurring nature.

D. USE OF ESTIMATES
 
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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

E. CASH AND CASH EQUIVALENTS
 
Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.


 

 
 
F - 6

 





F. COMPUTATION OF EARNINGS PER SHARE
 
Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period.   Due to the net loss, the options and stock conversion of debt are not used in the calculation of earnings per share because the stock conversions and options are considered to be antidilutive.

G. INCOME TAXES

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. 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 income in the period that includes the enactment date.

The Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.

H. REVENUE RECOGNITION

Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.

I. FAIR VALUE MEASUREMENT

The Company determines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.  US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

·  
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

·  
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

·  
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

J. STOCK-BASED COMPENSATION
 
The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values.  Stock-based compensation expense recognized for the years ended December 31, 2013 and 2012 was $0 and $213,284 respectively.  Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.

Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2012 included compensation expense for share-based payment awards granted in December 31, 2012.
 
 
 

 
 
F - 7

 

 
 
 
K. SALES AND ADVERTISING
 
The costs of sales and advertising are expensed as incurred.  Sales and advertising expense was $0 and $0 for the years ended December 31, 2013 and 2012, respectively.

L. NEW ACCOUNTING PRONOUNCEMENTS
 
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December31, 2013 through the date these financial statements were issued.

M. FURNITURE AND EQUIPMENT

Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets.  Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.  

N. INTELLECTUAL PROPERTY

Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset.  Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.

O. IMPAIRMENT OF LONG-LIVED ASSETS

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.  Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

NOTE 2 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  At December 31, 2013, the Company had a loss from operations, for the year ended, of $231,854, an accumulated deficit of $2,679,451 and negative working capital of $1,857,233 The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
 
 
 
 
 
F - 8

 

 
 
 
The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business.  There can be no assurance that the Company will be successful in raising such capital.  The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services.  There may be other risks and circumstances that management may be unable to predict.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT
 
Property and equipment at December 31, 2013 and December 31, 2012 consists of the following:

   
December 31, 2013
   
December 31, 2012
 
                 
Furniture and Fixtures
  $ 1,800     $ 1,800  
Less: Accumulated Depreciation
    (1,080 )     (720 )
Net Property and Equipment
  $ 720     $ 1,080  

Depreciation expense for the year ended December 31, 2013 and 2012 was $360 and $360. Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets of 5 years.
 
NOTE 4 – INTANGIBLE ASSETS
 
Intangible Assets at December 31, 2013 and December 31, 2012 consists of the following:
 
   
December 31, 2013
   
December 31, 2012
 
             
Intangible Assets
  $ 439,999     $ 439,999  
Less: Accumulated Amortization
    (65,833 )     (36,500 )
Net Intangible Assets
  $ 374,166     $ 403,499  
 
The Company invests in various intellectual properties such as short stories and novels to be developed into future movie projects.  By definition these intangible assets are amortized over a 15 year period.  Amortization expense for the years ended December 31, 2013 and 2012 was $29,333 respectively.

NOTE 5 – ACCRUED COMPENSATION
 
 The Company has entered into an employment agreement with its CEO to pay him an annual salary of $60,000.   This salary was accrued for the year ended December 31, 2013.   As of December 31, 2012, there are no amounts accrued for officer or director compensation and no amounts are owed to any individual for salaries or related liabilities.   During 2012, the CEO contributed his salary of $190,000 as capital contribution.
 
 
 

 
 
F - 9

 
 
 
 
 
NOTE 6 –NOTES AND OTHER LOANS PAYABLE

On January 30, 2012 the company agreed to pay Saint James Films $100,000 in the form of a convertible promissory note with a term of one year at 10 % interest compounded semiannual.  In July of 2013 the Company signed a promissory note for $25,000 with William Eilers, an attorney providing various legal services.  The note becomes due on August 8, 2014 and carries a per annum interest rate of 14%. Beginning in 2011 the Company entered into a series of $7,500 with Shaun Deidrich that total $90,000.  They are demand notes carrying an 8% per annum interest rate. The company currently has convertible notes totaling $594,060 due to New Opportunity Business Solutions:

The following schedule is Notes Payable at December 31, 2013 and 2012:
 
Description
 
12/31/2013
   
12/31/2012
 
             
Convertible note payable, due January 27, 2013; interest at 10%
  $ 100,000     $ 100,000  
Convertible note payable due August 8, 2014; interest at 14%
     25,000       -  
Convertible note payable due January 12, 2013; interest at 8%
     90,000        90,000  
Convertible note payable due December 27, 2009; interest at 15%
     200,000        200,000  
Convertible note payable due December 27, 2010; interest at 12%
    194,060        194,060  
Convertible note payable due December 27, 2011; interest at 12%
    200,000        200,000  
Less: Discount on note payable
    (15,625 )     (5,775 )
                 
Total notes payable
  $ 793,435     $ 778,285  

Except for loan to the attorney, $25,000, the above loans are in default.

The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature, to the extent of the note, and applied as a debt discount to the Convertible Notes Payable and amortized to interest expense over the terms of the note.

The features of the notes resulted in the recognition of a derivative liability.  The Company valued the features using the Black-Scholes Model, which resulted in a potential liability of $700,276 at December 31, 2013.

Assumptions used in the derivative valuation were as follows:

Weighted Average:
     
   Dividend rate
   
0.0
%
   Risk-free interest rate
   
.13
%
   Expected lives (years)
      1.0  
   Expected price volatility
   
8.46
%
   Forfeiture Rate
   
0.0
%


As of July 31, 2013 and 2012, the derivative liability consists of the following:

   
December 31, 2013
   
December 31, 2012
 
                 
Beginning Derivative Liability
  $ 662,324     $ 656,549  
Components:
               
Change in derivative liability
    1,837       -  
                 
Debt discount assigned to convertible notes payable
    36,115       5,775  
                 
Ending derivative liability
  $ 700,276     $ 662,324  

 
 
 
 
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NOTE 7 –STOCKHOLDERS’ EQUIY/( DEFICIT)
 
AUTHORIZED SHARES & TYPES
 
 
The Company has authorized 100,000,000 shares of preferred stock at a par value of $0.001 at September 30, 2014.

Preferred shares are convertible to common stock at the rate of one Share of preferred to 1,000 shares of common after notice to the Corporation by the holder, only when there is both sufficient common stock available for conversion and a sufficient number of common stock shares are authorized by the Corporation.  Preferred shares enjoy voting rights at the rate of 1/1000 (one to one thousand) with common stock and shall be entitled to vote when the holders of common stock shall have the right to vote.

The Company has authorized 2,249,000,000 shares of common stock at a par value of $0.001 at September 30, 2014.

During the year ended December 31, 2012, the Company issued 113,284 shares of Series A Preferred shares, in exchange for various consulting services at $113,284 of which $113,171was charged to Additional Paid in Capital.  Further, 250,000 shares of Series A Preferred shares at $125,000 were issued for the purchase of St. James Films, LLC.

During the year ended December 31, 2012 55,555,556 shares of restricted common stock, valued at $55,556 were issued to Hanover Holdings, LLC in exchange for debt used for general and administrative services.

In the months of June and July, 2012 various note holders reduced the principal and interest on notes resulting in a $727,911 addition to Additional Paid in Capital.

The Chief Executive Officer personally contributed $6,000 for the payment of rent for the years ended December 31, 2013 and 2012.  During the year ended December 31, 2012, the same individual agreed to contribute accrued salary in the amount of $190,000.  Both amounts increased Additional Paid In Capital.
During the year ended December 31, 2012, 1,092,683,347 shares of restricted common stock were returned by various shareholders.  The transaction increased Additional Paid Capital with no impact on the Stockholders’ deficit.

The Company issued 97,000,000 shares of restricted common stock to its’ CEO for compensation of $100,000.

During the year ended December 31, 2012, the Company issued 275,000,000 shares of restricted common stock, to Fairhills Capital Offshore in exchange for cash of $33,000.  There was a charge of $22,500 to Issuable Shares and $142,500 to Additional Paid in Capital with no impact on the Stockholders’ deficit.

During 2011 the Company received $22,500 for 165,000,000 shares of restricted common stock that were issued in 2012.

Further, during the year ended December 31, 2012 565,000,000 shares of restricted common stock, valued at $565,000 were issued to New Opportunity Business Solutions in exchange for the retirement of various promissory notes resulting in a $526,750 addition to Additional Paid in Capital and a reduction in Shareholders’ deficit of $38,250.

During the year ended December 31, 2012 the Chief Executive Officer assumed $144,715 of debt and accrued interest.  Correspondingly, the amount was charged to Additional Paid in Capital further reducing Shareholders’ deficit.

.NOTE 8 – INCOME TAXES
 
Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended December 31, 2013 and 2012 for U.S. Federal Income Tax and for the State of Wyoming.

 
 
 
 
F - 11

 
 
 
 
A reconciliation of income taxes at statutory rates with the reported taxes follows:
 
   
December 31, 2013
   
December 31, 2012
 
             
Loss before income tax benefit
  $ 231,854     $ 552,307  
Expected income tax benefit
    (78,800 )     (185,800 )
Non-deductible expenses
    -       -  
                 
Tax loss benefit not recognized for book purposes, valuation allowance
  $ 78,800     $ 185,800  
Total income tax
  $ -     $ -  

The Company has net operating loss carry forwards in the amount of approximately $2,679,451 that will expire beginning in 2029.   The deferred tax assets including the net operating loss carry forward tax benefit of $2,679,451 total $917,200 which is offset by a valuation allowance.  The other deferred tax assets include accrued officer compensation, stock based compensation, and amortization.

The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.
 
The Company has no tax position at December 31, 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2013. The open tax years are from 2009 through 2013.

NOTE 9 – RELATED PARTY TRANSACTIONS
 
As of December 31, 2013, the Company’s CEO Mark Newbauer had advanced personal funds in the amount of $87,052 to pay various operating expenses.  In addition the CEO personally assumed $144,715 in corporate promissory notes and interest during the year ended December 31, 2012.
 
NOTE 10 – INVESTMENT IN PARTNERSHIP

Commencing in 2010 the Company entered into a Partnership with Spoke Lane Entertainment which publishes graphic novel assets toward sales and film rights/screen adaptations.  The Company provided funds in the amount of $688 for the year ended December 31, 2013 and $17,546 for the year ended December 31, 2012 to pay various operating expenses.

NOTE 11 - COMMITMENTS
 
Office space for the Company has been provided by Mr. Newbauer, a stockholder and CEO as a capital contribution in the amount of $6,000 per year for the years ended December 31, 2012 and 2013.
 
NOTE 12 - SUBSEQUENT EVENTS

In April 2014, the Company issued 96,000,000 shares of restricted common stock valued at $24,000 for various consulting services to an outside third party advisory group.
 
Certain literary rights were purchased on behalf of the Company on September 3rd, 2014 and the rights were assigned to the third party responsible for said purchase in exchange for passive participation in exploitation of the rights. The third party entity controls the rights of which the Company will receive 12.5% of net proceeds, if any, from exploitation of rights, if any, by the third party entity. The Company has a passive stake in the proceeds, if any, and is not required to fulfill any further objectives or conditions otherwise to secure its position.  The Company will request Quarterly statements from the third party entity to ensure accountability throughout the relationship.
 
 
 



 
F - 12