SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended March 31, 2015
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transaction period from _________ to________
Commission File Number 333-186068
EFH GROUP, INC.
(Exact name of registrant as specified in its charter)
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77 Water Street, 7th Floor, New York, NY 10005
(Address of principal executive offices, including zip code)
212-742-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company (as defined by Rule 12b-2 of the Exchange Act):
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| Large accelerated filer [ ] |
| Non-accelerated filer [ ] |
| Accelerated filer [ ] |
| Smaller reporting company [x] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
The number of outstanding shares of the registrant's common stock as of May 2 1 , 2015: 53,257,673
Explanatory Note
This amendment to the Form 10-Q/A, as originally filed on May 20, 2015, is being filed solely to correct the shares outstanding on the first page. No other changes have been made to the document.
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EFH GROUP, INC.
FORM 10-Q /A
For the Three Months Ended March 31, 2015
INDEX
PART I – FINANCIAL INFORMATION
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| Item 1. Financial Statements (Unaudited) |
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| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. Quantitative and Qualitative Disclosure About Market Risk |
| 15 |
| Item 4. Controls and Procedures |
| 16 |
PART II – OTHER INFORMATION
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| Item 1. Legal Proceedings |
| 17 |
| Item 1A. Risk Factors |
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
| 17 |
| Item 3. Defaults upon Senior Securities |
| 17 |
| Item 4. Mine Safety Disclosures |
| 17 |
| Item 5. Other Information |
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| Item 6. Exhibits |
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| SIGNATURES |
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EFH Group, Inc.
Index to the Financial Statements
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Condensed Balance Sheet as of March 31, 2015 and December 31, 2014
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Condensed Statement of Operations for the three months ended March 31, 2015
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Condensed Statement of Cash Flows for the three months ended March 31, 2015
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Notes to Financial Statements
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The following financial statements are hereby incorporated by reference
to Form 10-Q file number 000-55175 filed with the SEC on May 14, 2014
Consolidated Balance Sheet as of March 31, 2014 (unaudited) and December
31, 2014
Consolidated Statement of Operations for the three months ended March 31,
2014 and three months ended March 31, 2013
Consolidated Statement of Cash Flows for the three months ended March 31,
2014 and three months ended March 31, 2013
Notes to Consolidated Financial Statements
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EFH GROUP, INC.
CONDENSED BALANCE SHEET
(Unaudited)
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| March 31, 2015 | December 31, 2014 |
| Assets |
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| Current assets |
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| Due from nonaffiliated 3rd party | $18,023 | $ 0 |
| Due from shareholder | 11,500 | 6,500 |
| Total current assets | 29,523 | 6,500 |
| Other assets: |
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| Brand assets | 157,500,000 | 157,500,000 |
| Total other assets | 157,00,000 | 157,500,000 |
| Total Assets | $157,529,523 | $157,506,500 |
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| Liabilities and Stockholders' Equity | ||
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| Current liabilities: |
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| Accounts payable | $29,943 | $ - |
| Due to related party | 12,000 | - |
| Advances from related parties | 34,418 | 13,991 |
| Accrued expenses | 12,069 | 15,530 |
| Total current liabilities | 88,430 | 29,521 |
| Total liabilities | 88,430 | 29,521 |
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| Commitments and contingencies | ||
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| Stockholders' Equity |
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| Common stock, $0.001 par value; 90,00,000 shares authorized; 53,020,173 and 52,981,199 shares issued and outstanding, respectively | 53,020 | 52,982 |
| Class B common stock, $0.001 par value; 10,000,000 shares authorized, 5,797,000 issued and outstanding | 5,797 | 5,797 |
| Additional paid-in capital | 157,459,206 | 157,441,221 |
| Accumulated deficit | (76,930) | (23,021) |
| Total stockholders' equity | 157,441,093 | 157,476,979 |
| Total Liabilities and Stockholders' Equity | $157,529,523 | $157,506,500 |
See accompanying notes to financial statements.
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EFH GROUP, INC.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
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| Three Months Ended March 31, 2015 |
| Operating expenses |
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| Professional Fees | $ 13,779 |
| Rent Expenses | 405 |
| Selling and Marketing | 5,000 |
| General and administrative | 34,725 |
| Total operating expenses | 53,909 |
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| Income (loss) from operations | (53,909) |
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| Loss from operations and before income taxes | 0 |
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| Net loss | $ (53,909) |
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| Net loss per share - basic and diluted | $ (0.00) |
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| Weighted average number of common shares outstanding - basic and diluted | 52,993,800 |
See accompanying notes to financial statements.
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EFH GROUP, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
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| Three Months Ended March 31, 2015 |
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| CASH FLOWS FROM OPERATING ACTIVITIES: |
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| Net loss | $ (53,909) |
| Changes in operating assets and liabilities: |
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| Accounts payable | 29,943 |
| Due to related party | 12,000 |
| Accrued expenses | (3,461) |
| Net Cash Used In Operating Activities | $ (15,427) |
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| CASH FLOWS FROM INVESTING ACTIVITIES: |
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| Net cash provided by (used for) investing activities | - |
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| CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Advances from related parties | $ 20,427 |
| Due from shareholder | (5,000) |
| Net Cash Provided By Financing Activities | $ 15,427 |
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| Net increase (decrease) in cash | - |
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| Cash - Beginning of Period | - |
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| Cash - End of Period | $ - |
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| SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
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| Supplemental Disclosure |
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| Cash paid for interest | $ - |
| Cash paid for income taxes | $ - |
See accompanying notes to financial statements.
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EFH Group, Inc.
Notes to Financial Statements
Note 1 – Nature of Operations
Nature of Operations
EFH Group, Inc. (the “Company”) was incorporated in the State of Colorado on March 8, 2007 under the name of Twentyfour/seven Ventures, Inc. The name of the Company was changed to EFH Group, Inc. on October 28, 2014.
EF Hutton Financial Corp., a wholly owned subsidiary of the registrant, operates an internet marketplace that connects consumers with a network of financial providers across a range of financial products and services, including, but not limited to insurance, tax, real estate and financial planning. The marketplace, Gateway, connects consumers with a wide range of financial providers and solutions. Gateway makes independent provides a viable choice for consumers by eliminating barriers that impede consumers from using independent providers, primarily through marketing to raise awareness of the independent sector and by standardizing and streamlining the process of selecting and engaging independent financial professionals. Financial providers who register with Gateway benefit by generating new client relationships. In addition to operating Gateway, our subsidiary intends to offer specialty financial services through its institution division.
On November 25, 2014, the Company purchased certain assets of EFH Group, Inc., a Wyoming corporation (“EFH Wyoming”). The assets consist of various trademarks and license rights, rights to computer programming code and other intellectual property. Prior to the purchase, the Company engaged an independent expert to appraise the assets. Based on the asset appraisal, the assets will be held on the balance sheet at value of $157,500,000. The Company issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase.
On November 23, 2014, the assets and liabilities of the Company were contributed at book value to Liberty Ventures, Inc., a wholly owned subsidiary of the Company. The common shares of EF Hutton Financial Corp., a wholly owned subsidiary of the Company were not included in the spin-off. Effective on November 25, 2014, the Company spun off Liberty Ventures, Inc. to its shareholders as of November 24, 2014.
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Note 2 – Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the periods presented.
The Company makes the estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. The Company believes that significant estimates, assumptions and judgments are reasonable, based upon information available at the time they are made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Property and equipment
Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life, generally seven years for furniture and fixtures and five years for office equipment.
Revenue recognition
The Company recognizes revenue when upon receipt of the fees received for services rendered through its Gateway system.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding.
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Financial Instruments
The carrying value of the Company's financial instruments, as reported in the accompanying balance sheet, approximates fair value due to their short term maturities.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
New Accounting Standards
From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the condensed financial statements upon adoption.
Note 3 – Going Concern
The Company’s financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern depends on its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities when they come due. There is no assurance that these events will be satisfactorily completed.
Note 4 - Income Taxes
Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740.
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Income taxes at federal and state statutory rates are reconciled to the Company’s actual income taxes as follows:
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| March 31, 2015 | |
| Tax at federal statutory rate (15%) | $ - | |
| State income tax (5%) | - | |
| Book/tax permanent differences: | ||
| Revenue estimates | - | |
| Expense estimates | (53,909) | |
| Tax rate estimate | - | |
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| (53,909) | |
| Net operating loss carryforward | (23,021) | |
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| $(76,930) | |
Note 5 – Fair Value of Financial Instruments
The Company has adopted the guidance of ASC 820, “Fair Value Measurement” which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
ASC 825, “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company has not elected to apply the fair value option to any outstanding instruments.
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The Company’s financial instruments primarily consist of cash, accounts receivable, prepaid rent, customer deposits held, accounts and income taxes payable, accrued liabilities, customer deposits owed, deferred purchase agreement, derivative liabilities, and notes payable. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash, accounts receivable, prepaid rent, customer deposits held, accounts and income taxes payable, accrued liabilities, customer deposits owed and deferred purchase agreement approximate fair value because of the short-term nature of these financial instruments. The carrying amounts of its notes payable approximates fair value as of the condensed balance sheets dates presented, because interest rates on these instruments approximate market interest rates after consideration of stated interest rates.
The Company did not have any liabilities carried at fair value measured on a recurring basis as of March 31, 2015.
Note 6 – Intangible Assets
On November 25, 2014, the Company purchased certain assets of EFH Group, Inc., a Wyoming corporation. The assets consist of various trademarks and license rights, rights to computer programming code and other intellectual property.
Prior to the purchase, the Company engaged an independent expert to appraise the assets as of July 31, 2014. Based on the asset appraisal, the assets will be held on the balance sheet at value of $157,500,000. The Company issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase.
Note 7 – Stockholders’ Equity
Common stock
Pursuant to the asset purchase agreement, the Company issued the 52,173,000 common shares and 5,797,000 Class B common shares to EFH Wyoming, a company controlled by an officer and director of the registrant.
The Class B common shares have the following rights and privileges:
Dividend rights - Fifty percent (50%) of the standard common share dividend
Liquidation rights - Fifty percent (50%) of standard common share liquidation rights
Exchange privileges - Exchangeable for standard common shares on a one for one basis
with thirty (30) days prior notice to the Company.
Note 8 – Related Party Advances
Stanley Hutton Rumbough, a director of the registrant, advanced the registrant $12,367 during the three months ended March 31, 2015. The advance is repayable upon demand and is without interest.
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Christopher Daniels, an officer and director of the registrant, advanced the registrant $7,960 during the three months ended March 31, 2015. The advance is repayable upon demand and is without interest.
John Daniels, a director of the registrant, advanced the registrant $100 during the three months ended March 31, 2015. The advance is repayable upon demand and is without interest.
EFH Group Inc., a Wyoming corporation, the majority shareholder of the registrant, advanced the registrant $13,991 during the year ended December 31, 2014. The advance is repayable upon demand and is without interest.
For the three months ended March 31, 2015, the Company incurred expenses of $12,000 due to Impacct, LLC, an entity controlled by Lance Diamond, an officer of the Company.
Note 9 – Subsequent Events
Effective April 17, 2015, the Company entered into an addendum to the Asset Purchase Agreement dated November 25, 2014. The addendum revised Paragraph 8.9 as follows:
If the closing of the PIPE is delayed for any reason, SpinCo shall be paid non-refundable fee of $2,000 on the 26th day of each month through May 26, 2015 or until the contingent obligations set forth in paragraph 6.1(d) and 8.2 of the Agreement are met, whichever occurs first. Said non-refundable payments are not transferable or assignable.
SpinCo shall be paid $8,000 upon the signing of this Addendum to bring the revised obligations under paragraph 8.9 current. Future payments, if the contingent obligations under paragraph 6.2(d) and 8.2 are not met on or before May 26, 2015, shall be $2,000 due April 26 and $2,000 due May 26.
Additionally, Paragraph 8.13 was added:
Any obligations of Seller under Paragraphs 6.2(d), 8.2 and 8.9 shall be null and void if SpinCo or its principals breach the terms of this Agreement or transfer or assign any rights or obligations under this Agreement.
On May 8, 2015, the Company acquired all of the outstanding membership equity of Phoenix Financial Consulting, an SEC registered investment advisor. The assets were purchased by EF Hutton Financial Corp., a subsidiary of EFH Group, Inc. The assets were purchased from Bruce David Winn, the owner of all membership units of Phoenix Financial Consultants. The assets consist of the customer base and the regulatory platform, which the Company can use to grow its business.
The Company has evaluated subsequent events through the date these condensed financial statements were available to be issued of May 20, 2015, and determined that there are no other reportable subsequent events.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
On November 25, 2014, the registrant purchased certain assets of EFH Wyoming. The assets consisted of various trademarks and license rights, rights to computer programming code and other intellectual property. The registrant issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase. On April 17, 2015, the registrant entered into an addendum to the Asset Purchase Agreement dated November 25, 2014. As a result of the addendum, the registrant paid $10,000 to the Liberty Ventures, Inc. due to a delay in meeting its contingent obligations under the agreement. The registrant will owe an additional $2,000 on May 26, 2015, if the contingent obligations are not met.
The discussion below does not include the operations of the registrant prior to the spin-off.
Trends and Uncertainties:
There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the registrant’s short term or long term liquidity. Sources of liquidity both internal and external will come from receipt of revenue from the registrant’s service network, advances from affiliates as well as through debt and equity financings.
There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from the registrant’s continuing operations. There are no known causes for any material changes from period to period in one or more line items of the registrant’s financial statements.
Capital and Source of Liquidity:
Investing activities. For the three months ended March 31, 2015, we did not pursue any investing activities.
For the period November 25, 2014 through December 31, 2014, we did not pursue any investing activities.
Financing Activities. For the three months ended March 31, 2015, we received an advances from related parties of $20,427 and had $(5,000) due from a shareholder. As a result, for the three months ended March 31, 2015, we had net cash provided by financing activities of $15,427.
For the period November 25, 2014 through December 31, 2014, we received an advance from related party of $13,991 and had $(6,500) due from a shareholder. As a result, for the period November 25, 2014 through December 31, 2014, we had net cash provided by financing activities of $7,491.
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Results of Operations:
For the three months ended March 31, 2015, we did not receive any revenues.
We incurred selling and marketing expenses of $5,000, professional fees of $13,779 and rent expense of $405. General and administrative expenses were $34,725 for the three months ended March 31, 2015. The general and administrative expenses consisted of software and hosting fee of $12,600, outsourced partners costs of $15,000, meals and entertainment of $1,500, travel and lodging of $750, office services and supplies of $1,450, dues and subscriptions of $2,420 and communication costs of $1,005. As a result, the registrant had net loss of $(53,909) for the three months ended March 31, 2015.
For the period November 25, 2014 through December 31, 2014, we did not receive any revenues. We incurred selling, general and administrative expenses of $23,021. These expenses consisted of professional fees of $3,530, rent expense of $253 and other general and administrative expenses of $19,238. As a result, the registrant had net loss of $(23,021) for the period November 25, 2014 through December 31, 2014.
Critical Accounting Policies:
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the periods presented.
We make our estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.
Cash and cash equivalents
The registrant considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Property and equipment
Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life, generally seven years for furniture and fixtures and five years for office equipment.
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Revenue recognition
The registrant recognizes revenue when upon receipt of the fees received for services rendered through its Gateway system.
Income tax
The registrant accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding, including both the common shares and Class B common shares. Warrants, stock options, and common stock issuable upon the conversion of the registrant's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the registrant's financial instruments, as reported in the accompanying balance sheet, approximates fair value due to their short term maturities.
Long-Lived Assets
In accordance with ASC 350, the registrant regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the registrant if the carrying amount of a long-lived asset exceeds its fair value.
New Accounting Pronouncements:
The registrant has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the registrant.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for smaller reporting companies.
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Item 4. Controls and Procedures
During the three months ended March 31, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2014. Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be ineffective as of March 31, 2015, to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**. XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 2 2 , 2015
EFH GROUP, INC.
By: /s/Christopher Daniels
Christopher Daniels
Chief Executive Officer
By: /s/Lance Diamond
Lance Diamond
Chief Financial Officer
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302 CERTIFICATION
I, Christopher Daniels, certify that:
1. I have reviewed this quarterly report on Form 10-Q of EFH Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 22, 2015
/s/Christopher Daniels
Christopher Daniels
Chief Executive Officer
302 CERTIFICATION
I, Lance Diamond, certify that:
1. I have reviewed this quarterly report on Form 10-Q of EFH Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures, to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 22, 2015
/s/Lance Diamond
Lance Diamond
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of EFH Group, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10- for the period ended March 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/Christopher Daniels
Christopher Daniels
Chief Executive Officer
May 22, 2015
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned officer of EFH Group, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/Lance Diamond
Lance Diamond
Chief Financial Officer
May 22, 2015
|
Note 1 - Nature of Operations (Details) (USD $)
|
Nov. 26, 2014
|
|---|---|
| Details | |
| Assets purchased value | $ 157,500,000 |
| Common shares issued for asset purchase | 52,173,000 |
| Class B common shares issued for asset purchase | 5,797,000 |
|
Note 4 - Income Taxes
|
3 Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Mar. 31, 2015
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| Notes | |||||||||||||||||||||
| Note 4 - Income Taxes | Note 4 - Income Taxes
Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740.
Income taxes at federal and state statutory rates are reconciled to the Company’s actual income taxes as follows:
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