NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
UMED Holdings, Inc. (“UMED” or the “Company”) was organized on March 13, 2002 under the laws of the State of Texas as Dynalyst Manufacturing Corporation. On August 18, 2009, in connection with a merger with Universal Media Corporation, a privately held Nevada company, the Company changed its name to “Universal Media Corporation (“Universal Media”). The company changed its name to UMED Holdings, Inc. on March 23, 2011. See discussion in Note 2 Merger and Recapitalization.
UMED’s mission is to operate as a holding company through the acquisition of businesses as wholly-owned subsidiaries that meet some key requirements: (1) solid management that will not have to be replaced in the near future, (2) the ability to grow with steady growth to follow, and (3) an emphasis on emerging core industry markets, such as energy, metals and agriculture. It is the Company’s intention to add experienced personnel and select strategic partners to manage and operate the acquired business units.
In September 2010, UMED has acquired 1,440 acres of placer mining claims on Bureau of Land Management land in Mohave County, Arizona. See discussion in Note 1.
In October 2011, UMED has acquired a 49% interest in Jet Regulators, LP, an aircraft maintenance company located at Meacham Field in Fort Worth, Texas. See discussion in Note 6.
In May 2012, the Company acquired 80% of Mamaki Tea & Extract of Hawaii, Inc., which owns and operates Wood Valley Plantation a 25 acre Mamaki Tea plantation located in the Kau district of the Big Island and lies at the foot of Mauna Loa, the Earth’s largest volcano. On December 31, 2012, we acquired the remaining 20%. See discussion in Note 4.
In August 2012, the Company acquired 100% of Greenway Innovative Energy, Inc., which owns proprietary technology that is capable of converting natural gas to diesel/jet fuels. See discussion in Note 4.
In August 2012, the Company acquired 50% of Rig Support Group, Inc., (nka Logistix Technology Systems, Inc.) which has implemented a unique and valuable technology and asset management Tool for the Oil and Gas Industry for 100,000 shares of restricted common stock. In February 2013, we acquired the remaining 50% for 500,000 shares of restricted common stock.
See discussion in Note 4.
The Company’s year-end is December 31.
A summary of significant accounting policies applied in the presentation of consolidated financial statements are as follows:
Property & Equipment
Property and equipment is recorded at cost. Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows.
Buildings
|
20 years
|
Mamaki bushes
|
15 years
|
Equipment
|
5 to 7 years
|
Impairment of Long-Lived Assets
We assess the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC Topic 360,
Property, Plant and Equipment
. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10,
Revenue Recognition
(“ASC 605-10”), which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.
ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25,
Multiple-Element Arraignments
(“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates.
Cash and Cash Equivalent
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2013 cash consists of a checking account and money market account held by financial institutions.
Segment Information
ASC 280,
Segment Reporting
requires use of the
management approach
model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined that is has one operating segment Mamaki of Hawaii in addition to its corporate activities as of December 31, 2013 and 2012, respectively.
Mine Exploration and Development Costs
The Company accounts for mine exploration costs in accordance with Accounting Standards Codification 932,
Extractive Activities.
All exploration expenditures are expensed as incurred. Mine development costs are capitalized until production, other than production incidental to the mine development process, commences and are amortized on a units of production method based on the estimated proven and probable reserves. Mine development costs represent costs incurred in establishing access to mineral reserves and include costs associated with sinking or driving shafts and underground drifts, permanent excavations, roads and tunnels. The end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Coal extracted during the development phase is incidental to the mine’s production capacity and is not considered to shift the mine into the production phase. Amortization of capitalized mine development is computed based on the estimated life of the mine and commences when production, other than production incidental to the mine development process, begins. Through December 31, 2013, the Company had not incurred any mine development costs.
Mine Properties
The Company accounts for mine properties in accordance with Accounting Standard Codification 930,
Extractive Activities-Mining.
Costs of acquiring mine properties are capitalized by project area upon purchase of the associated claims. Mine properties are periodically assessed for impairment of value and any diminution in value. The Company had 1,440 acres of placer mining claims as of December 31, 2013 and 2012, respectively, which were acquired in exchange for 5,066,000 shares of common stock valued at a nominal amount of $100,000.
Income Taxes
The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
The Company has adopted the provisions of FASB ASC 740-10-05
Accounting for Uncertainty in Income Taxes
. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
Net Loss Per Share, basic and diluted
The Company has adopted Accounting Standards Codification Subtopic 260-10,
Earnings Per Share
(“ASC 260-10) specifying the computation, presentation and disclosure requirements of earning per share information. Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon conversion of the notes payable and exercise of warrants has been excluded as a common stock equivalent in the diluted loss per share because their effect is anti-dilutive on the computation.
Derivative Instruments
The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815,
Derivatives and Hedging (“ASC 815”),
which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.
If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
The Company has not engaged in any derivative transactions or hedging activities during the years ended December 31, 2013 and 2012.
Fair Value of Financial Instruments
The Company's financial instruments, as defined by Accounting Standard Codification subtopic 825-10,
Financial Instrument
(“ASC 825-10), include cash, accounts payable and convertible note payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2013.
FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions
The Company does not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2013. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period ended December 31, 2013.
Stock Based Compensation
The Company follows Accounting Standards Codification subtopic 718-10,
Compensation
(“ASC 718-10”) which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.
As of December 31, 2013, the Company did not have any issued or outstanding stock options.
Concentration and Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.
Research and Development
The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10,
Research and Development
(“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company has incurred $68,000 in research and development expenses from March 13, 2002 (date of inception) through December 31, 2013.
Accounting for Business Combinations
We use the acquisition method of accounting under the authoritative guidance on business combinations. Each acquired company’s operating results are included in our consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at fair value as of the acquisition date. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed. Contingent consideration, which is primarily based on the business achieving certain performance targets, is recognized at its fair value on the acquisition date, and changes in fair value are recognized in earnings until settled. No such changes have been recognized for the years ended December 31, 2013 and 2012. The fair value of the contingent consideration is based on our estimations of future performance of the business and is determined based on level two observable inputs.
Issuance of common stock
The issuance of common stock for other than cash is recorded by the Company at management's estimate of the fair value of the assets acquired or services rendered.
Impact of New Accounting Standards
The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10,
Generally Accepted Accounting Principles – Overall
(“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the "SEC") under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
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. The adoption of this standard did not have a material impact on our financial statements.
The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a material effect on its consolidated financial statements.
NOTE 2 - BASIS OF PRESENTATION
Principles of Consolidation
The accompanying consolidated financial statements include the financial statements of UMED and its subsidiary (refer below table) are prepared to conform to accounting principles generally accepted in the United States of America. All significant inter-company accounts and transactions were eliminated in consolidation.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the following entities, all of which the Company maintains control through a majority ownership:
|
|
Form of
|
State of
|
|
Name of Entity
|
%
|
Entity
|
Incorporation
|
Relationship
|
UMED Holdings, Inc.
|
0
|
Corporation
|
Texas
|
Parent
|
Mamaki Tea & Extract, Inc.
|
100%
|
Corporation
|
Nevada
|
Subsidiary
|
Universal Media Corporation
|
100%
|
Corporation
|
Wyoming
|
Subsidiary
|
Greenway Innovative Energy, Inc.
|
100%
|
Corporation
|
Nevada
|
Subsidiary
|
NOTE 3 - GOING CONCERN UNCERTAINTIES
Going Concern Uncertainties
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statement, the Company has incurred a deficit of $4,044,954 as of December 31, 2013. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern for the next twelve months.
To meet these objectives, the Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms and timely manner, if at all. The failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations.
The accompanying consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.
NOTE 4 – ACQUISITIONS
2013 Acquisitions
In August 2012, the Company acquired 50% of Rig Support Group, Inc., (nka Logistix Technology Systems, Inc.) which has implemented a unique and valuable technology and asset management Tool for the Oil and Gas Industry for 100,000 shares of restricted common stock. In February 2013, we acquired the remaining 50% for 500,000 shares of restricted common stock. This tool will not only provide independent rig owners and operating companies the ability to more accurately view and report on drilling operations, it will also allow for a more streamlined approach to processing purchase orders, receiving parts, saving dollars And ensuring increased efficiency by significantly decreasing rig down-time due to mechanical break-downs. The purchase price of $47,500 was allocated to software assets. As additional consideration to the Logistix Technology Systems officer and sole shareholder, we have agreed to issue shares of restricted common stock based on the following criteria and revenue levels:
250,000 shares when Logistix Technology Systems reaches 20 rigs under contract
1,000,000 shares when Logistix Technology Systems revenues reach $2,500,000 EBITDA
1,500,000 shares when Logistix Technology Systems revenues reach $5,000,000 EBITDA
2,000,000 shares when Logistix Technology Systems revenues reach $12,500,000 EBITDA
3,000,000 shares when Logistix Technology Systems revenues reach $25,000,000 EBITDA
2012 Acquisitions
On May 2, 2012, we acquired 80% of Mamaki Tea & Extract of Hawaii, Inc. to expand our diversification of asset and operations. Mamaki Tea is a 26 acres operating mamaki tea farm located on the Big Island of Hawaii. We acquired Mamaki Tea for 5,000,000 shares of the Company’s restricted common stock plus $150,000 of cash. On December 31, 2012, we acquired the remaining 20% for 500,000 shares of restricted common stock and $127,800 of cash. The purchase price of $778,430 was allocated to mamaki tree assets in the amount of $750,000 and equipment in the amount of $28,430. As additional consideration to the Mamaki officers and shareholders, we have agreed to issue shares of restricted common stock at the following Mamaki revenue levels:
500,000 shares when Mamaki revenues reach $400,000
1,000,000 shares when Mamaki revenues reach $1,000,000
1,500,000 shares when Mamaki revenues reach $5,000,000
2,000,000 shares when Mamaki revenues reach $10,000,000
3,000,000 shares when Mamaki revenues reach $25,000,000
On August 23, 2012, we acquired 100% of Greenway Innovative Energy, Inc. to acquire the intellectual property associated with Gas To Liquid, which converts natural gas to diesel and jet fuel. We acquired Greenway for 6,000,000 shares of the Company’s restricted common stock, recovered from 1
st
Resource Ventures #1 LLC. We have the right to repurchase 50% of the shares within the first 15 months from the date of the agreement, if Greenway does not have a portable Gas to Liquid (GTL) patent on file or Greenway does not have a provisional patent covering the catalytic reaction process. We have agreed to issue an additional 7,500,000 shares of restricted common stock when the first portable GTL unit is build and becomes operational. Also, we have agreed to pay Greenway Innovative Energy a 2% royalty on all gross production sales on each unit placed in production.
Mamaki Tea and Greenway were both created at the time of their acquisition by the Company and all of their operating data is included in the 2012 financials.
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, their estimated useful lives, and related accumulate depreciation at December 31, 2013 and 2012, respectively, are summarized as follows:
|
|
Range of
|
|
|
|
|
|
|
|
|
|
Lives in
|
|
|
December 31,
|
|
|
|
Years
|
|
|
2013
|
|
|
2012
|
|
Land
|
|
|
|
|
|
|
150,000
|
|
|
|
150,000
|
|
Buildings
|
|
|
20
|
|
|
$
|
871,842
|
|
|
$
|
871,842
|
|
Mamaki Tea Bushes
|
|
|
20
|
|
|
|
750,000
|
|
|
|
750,000
|
|
Equipment
|
|
|
5
|
|
|
|
241,665
|
|
|
|
220,461
|
|
Vehicles
|
|
|
5
|
|
|
|
15,000
|
|
|
|
15,000
|
|
Logistic software
|
|
|
5
|
|
|
|
73,500
|
|
|
|
0
|
|
Furniture and fixtures
|
|
|
5
|
|
|
|
4,590
|
|
|
|
2,590
|
|
|
|
|
|
|
|
|
2,106,597
|
|
|
|
2,009,893
|
|
Less accumulate depreciation
|
|
|
|
|
|
|
(193,596
|
)
|
|
|
(75,139
|
)
|
|
|
|
|
|
|
$
|
1,913,001
|
|
|
|
1,934,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
|
|
|
|
$
|
118,457
|
|
|
$
|
61,918
|
|
NOTE 6 – INVESTMENTS
Investments consisted of the following at December 31, 2013 and 2012:
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Jet Tech LLC
|
|
|
|
|
|
|
In October 2011, the Company acquired a 49% interest in JetTech LLC (Exhibit
|
|
|
|
|
|
|
10.8), which is an aerospace maintenance operation located at Meacham
|
|
|
|
|
|
|
Airport in Fort Worth, Texas for 600,000 shares of the Company's restricted
|
|
|
|
|
|
|
Common Stock. The shares were valued at $.15 per share.
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
Rig Support Services
|
|
|
|
|
|
|
|
|
In February 2012, the Company acquired a 50% interest in Rig Support Services,
|
|
|
|
|
|
|
|
|
Inc. (nka Logistic Technology Services, Inc.) for 600,000 shares of restricted Common
Stock (100,000 shares issued at December 31, 2012), which is developing a unique
|
|
|
|
|
|
|
|
|
and valuable technology and asset management tool for the oil and gas industry.
|
|
|
|
|
|
|
|
|
This goal of this technology is to provide independent rig owners and operating
|
|
|
|
|
|
|
|
|
companies the ability to more accurately view and report on drilling operations, allow
|
|
|
|
|
|
|
|
|
for a more streamlined approach to processing purchase orders, receiving parts,
|
|
|
|
|
|
|
|
|
saving dollars, and ensuring increased efficiency by significantly decreasing
|
|
|
|
|
|
|
|
|
rig down-time due to mechanical break-downs. The investment at December 31,
|
|
|
|
|
|
|
|
|
2012 includes the 100,000 shares valued at $6,000 plus $10,000 in advances.
|
|
|
0
|
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
$
|
90,000
|
|
|
$
|
106,000
|
|
NOTE 7 – TERM NOTES PAYABLE
Term notes payable consisted of the following at December 31, 2013 and 2012:
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
Secured note payable dated August 17, 2012 (Southwest Capital
|
|
|
|
|
|
|
Funding, Ltd.), at 7.7% interest, payable on 15 year amortization schedule
|
|
|
|
|
|
|
with balance due August 16, 2017
|
|
$
|
808,950
|
|
|
$
|
838,358
|
|
|
|
|
|
|
|
|
|
|
Secured note payable dated August 17, 2012 (Bob Romer), at 9.0% interest,
|
|
|
|
|
|
|
|
|
payable on 15 year amortization schedule with balance due on
|
|
|
|
|
|
|
|
|
August 16, 2015
|
|
|
143,650
|
|
|
|
149,375
|
|
|
|
|
|
|
|
|
|
|
Unsecured note payable dated August 17, 2012 (Bob Romer), monthly
|
|
|
|
|
|
|
|
|
installments of $1,500, including interest at 9.0%, through 2017
|
|
|
95,767
|
|
|
|
98,750
|
|
|
|
|
|
|
|
|
|
|
Secured note payable (John Deere), monthly installments of $4,632,
|
|
|
|
|
|
|
|
|
including interest at 4.9% through December 2016
|
|
|
12,658
|
|
|
|
4,348
|
|
|
|
|
|
|
|
|
|
|
Secured note payable (Individual), due January 16, 2014 including
|
|
|
|
|
|
|
|
|
interest at 15.0%
|
|
|
25,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Secured note payable (Individual), due September 12, 2014, including
|
|
|
|
|
|
|
|
|
interest at 10.0%
|
|
|
25,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Secured note payable (Individual), due March 25, 2014, including
|
|
|
|
|
|
|
|
|
interest at 10.0%
|
|
|
20,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Secured note payable (Individual), due March 28, 2014, including
|
|
|
|
|
|
|
|
|
interest at 10.0%
|
|
|
25,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Unsecured note payable (Individual), due July 28, 2013, including
|
|
|
|
|
|
|
|
|
interest at 10.0%
|
|
|
30,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Secured note payable (Individual), due September 30, 2014,including
|
|
|
|
|
|
|
|
|
Interest at 1.25%
|
|
|
29,579
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Secured note payable (Individual), due July 18, 2014, including
|
|
|
|
|
|
|
|
|
Interest at 12% plus 1% of Mamaki of Hawaii revenues beginning in the
|
|
|
|
|
|
|
|
|
thirteenth month from date of the note until noteholder receives a 50%
|
|
|
|
|
|
|
|
|
total return including interest income
|
|
|
150,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,365,604
|
|
|
|
1,090,831
|
|
Less current portion
|
|
|
506,579
|
|
|
|
201,000
|
|
Term notes payable-long-term portion
|
|
$
|
859,025
|
|
|
$
|
889,831
|
|
Accrued interest payable on the term notes payable was $22,141 and $30,169 at December 31, 2013 and 2012, respectively.
NOTE 8 – ACCRUED EXPENSES
Accrued expenses consisted of the following at December 31, 2013 and 2012:
|
|
|
2013
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
Accrued consulting fees
|
|
$
|
130,000
|
|
|
$
|
180,000
|
|
Bank over-drafts
|
|
|
12,371
|
|
|
|
-
|
|
Accrued interest expense
|
|
|
22,141
|
|
|
|
30,168
|
|
Other accrued expenses
|
|
|
25,312
|
|
|
|
-
|
|
Accrued wages
|
|
|
281,160
|
|
|
|
2,880
|
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
470,984
|
|
|
$
|
213,048
|
|
NOTE 9 – CAPITAL STRUCTURE
The Company's capital structure is not complex. The Company is authorized to issue 300,000,000 shares of common stock with a par value of $.0001 per share and 20,000,000 shares of preferred stock with a par value of $.0001 per share. Each common stock share has one voting right and the right to dividends if and when declared by the board of directors.
Common Stock
At December 31, 2013, there were 128,911,568 shares of common stock and 15,798,894 shares of preferred stock, respectively, issued and outstanding.
In December 2013, the Company issued 600,000 shares of restricted common stock to a corporation for the conversion of $42,000 in advances to the Company.
In November 2013, the Company issued 45,400 shares of restricted common stock to individuals for services rendered to the Company and valued the shares at $5,903.
In November 2013, the Company issued 120,000 shares of restricted common stock for consulting services and valued the shares at $12,000.
In September 2013, the Company issued 200,000 shares of restricted common stock and 60,000 shares of preferred stock to an individual in a private place for $100,000.
In August 2013, the Company issued 80,000 shares of restricted common stock for consulting services and valued the shares at $8,000.
In August 2013, the Company issued 427,000 shares of restricted common stock to an individual for the conversion to common stock of a $15,000 note payable from the company.
In June 2013, the Company issued 92,250 shares of restricted common stock for consulting services and valued the shares at $10,500.
In June 2013, the Company sold 50,000 shares of restricted common stock in a private placement to and individual for $5,000.
In June 2013, the Company issued 277,777 shares of restricted common stock for the conversion to common stock of a $50,000 advance to the company.
In February 2013, the Company issued 1,000,000 shares of restricted common stock for consulting services and valued the shares at $65,275.
In February 2013, the Company issued 750,000 shares to Ryan Wester for 100% ownership of Rig Support Systems, Inc. and valued the shares at $37,500.
In December 2012, the Company issued 2,454,723 shares of restricted common stock for the conversion of $300,000 of advances to the Company.
In December 2012, the Company issued 500,000 shares of restricted common stock for the remaining 20% interest in Mamaki of Hawaii, Inc. and valued the shares at $269,330.
In December 2012, the Company issued 500,000 shares of restricted common stock for the remaining 20% interest in Mamaki of Hawaii, Inc. and valued the shares at $269,330.
In September 2012, the Company issued 1,520,248 shares of restricted common stock for consulting services rendered to the Company and valued the shares at $76,164.
In May 2012, the Company issued 5,000,000 shares of restricted common stock for 89% of Mamaki of Hawaii, Inc. and valued the shares at $250,000.
In May 2012, the Company issued 142,500 shares of restricted common stock to an individual for legal services rendered to the Company and valued the shares at $14,252.
In May 2012, the Company issued 1,700,000 shares of restricted common stock to individuals for the conversion of $170,000 of advances to the Company.
In May 2012, the Company issued 500,000 shares of restricted common stock to an individual for $25,000 cash.
In April 2012, the Company issued 100,000 shares of restricted common stock to Rig Support Services, Inc. towards its investment and valued the shares at $6,000.
In March 2012, the Company issued 500,000 shares of restricted common stock to an individual for the conversion of $50,000 of advances to the Company.
The issuance of these shares was exempt from the registration requirements of the Securities Act of 1933 under Section 4 (2) thereof.
Preferred Stock
At December 31, 2013, there were 15,798,894 shares of preferred stock, respectively, issued and outstanding. Each preferred share is convertible, at the option of the preferred shareholder, into common stock with 738,894 being convertible at the rate of one preferred share for fifteen shares of common stock and 15,060,000 shares being convertible on a one for one basis, with 15,000,000 shares have voting rights equal to 15 votes per preferred share on all matters voted on by the Company’s shareholders.
In September 2013, the Company issued 60,000 shares of preferred stock to an individual as part of a private placement offering. These preferred shares are convertible into common stock at the rate of 10 shares of common stock for each share of preferred stock.
The issuance of these shares was exempt from the registration requirements of the Securities Act of 1933 under Section 4 (2) thereof.
Stock Options, Warrants and Other Rights
As of December 31, 2013, the Company has not adopted any employee stock option plans.
In September 2013, the Company issued 60,000 warrants to an investor exercisable at $0.25 per shares. The Company valued the warrants at $500 based on the Black Scholes method using the assumptions of; exercise price of $0.25 per share; value on date of measurement of $0.12 per share; five year term; computed volatility of 132%; annual dividend of 0; and discount rate of 1.25%.
NOTE 10 – RELATED PARTY TRANSACTIONS
Shareholders made advances of $99,856 and $187,661 during the years ending December 31, 2013 and 2012, respectively. Shareholders converted advances of $50,000 and $264,500 to common stock during the years ended December 31, 2013 and 2012, respectively.
NOTE 11 – INCOME TAXES
At December 31, 2013 and 2012, the Company had approximately $2.0 million and $3.0 million, respectively, of net operating losses (“NOL”) carry forwards for federal and state income tax purposes. These losses are available for future years and expire through 2032. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.
The provision for income taxes for continuing operations consists of the following components for the years ended December 31:
|
|
2013
|
|
|
2012
|
|
Current
|
|
$
|
-
|
|
|
$
|
-
|
|
Deferred
|
|
|
-
|
|
|
|
-
|
|
Total provision for (benefit from) income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
A comparison of the provision for income tax expense at the federal statutory rate of 34% for the years ended December 31 to the Company’s effective rate is as follows:
|
|
2013
|
|
|
2012
|
|
Federal statutory rate
|
|
|
(34.0
|
)%
|
|
|
(34.0
|
)%
|
State tax, net of federal benefit
|
|
|
-
|
|
|
|
-
|
|
Permanent differences and other including surtax exemption
|
|
|
-
|
|
|
|
-
|
|
Valuation allowance
|
|
|
34.0
|
|
|
|
34.0
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
|
|
-
|
%
|
|
|
-
|
%
|
The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at December 31:
|
|
2013
|
|
|
2012
|
|
Deferred tax assets
|
|
|
|
|
|
|
Net operating loss carry forwards
|
|
$
|
2,044,100
|
|
|
$
|
935,100
|
|
Deferred compensation
|
|
|
1,472,700
|
|
|
|
1,901,500
|
|
Other allowances
|
|
|
527,700
|
|
|
|
232,200
|
|
Total
|
|
|
4,044,500
|
|
|
|
3,069,800
|
|
Less valuation allowances
|
|
|
(4,044,500
|
)
|
|
|
(3,069,800
|
)
|
Deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Net long-term deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
The change in the valuation allowance was $974,700 and $892,600 for the years ended December 31, 2013 and 2012, respectively. The Company has recorded a 100% valuation allowance related to the deferred tax asset for the loss from operations, interest expense, interest income and other income subsequent to the change in ownership, which amounted to $4,044,500 and $3,069,800 for the years ended December 31, 2013 and 2012, respectively.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, historical taxable income including available net operating loss carry forwards to offset taxable income, and projected future taxable income in making this assessment.
NOTE 12 – COMMITMENTS
Employment Agreements
In June 2011, the Company entered into employment agreements with its chief executive officer, president and chief financial officer. The Agreements are for a term of 5 years with compensation of $180,000 the first year, $240,000 the second year, $300,000 the third year, $350,000 the fourth year and the fifth year at a salary commensurate with those in similar industries. The employment agreements also provide for the officers to received 1,250,000 shares of restricted common stock annually for each year of the employment agreement. At December 31, 2013, management agreed to eliminate $1,221,327of their accrued compensation due under their employment agreements, which reduced general and administration expense by $321,328 for the year ended December 31, 2013. During the year ended December 31, 2012, the Company accrued $720,000 as management fees in accordance with the terms of these agreements.
In August 2012, the Company entered into employment agreements with the president and chairman of the board of Greenway Innovative Energy, Inc. for a term of 5 years with compensation of $90,000 per year. At December 31, 2013, Greenway’s management agreed to eliminate $107,500 of their accrued compensation due under their employment agreements, which reduced general and administration expense by $107,500 for the year ended December 31, 2013. During the year ended December 31, 2012, the Company accrued $60,000 as management fees in accordance with the terms of these agreements.
Leases
The Company was committed on a lease for 3,500 square feet of office space through August 2012 at the rate of $5,800 per month. Subsequent to August 2012, the Company continued to lease this space on a month-to-month basis at the rate of $6,400 per month. During the years ended December 31, 2013 and 2012, the Company paid $76,800 and $69,600, respectively, in rent expense.
Legal
In the ordinary course of business, we may be subject to legal proceedings involving contractual and employment relationships, liability claims and a variety of other matters. Although the results of these other legal proceeding cannot be predicted with certainty, we do not believe that the final outcome of these matters should have a material adverse effect on our business, results of operations, cash flows or financial condition.
NOTE 13 – SEGMENT INFORMATION
The accounting standards for reporting information about operating segments define operating segments as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how allocate resources and in assessing performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company is organized by line of business. While the Chief Executive Officer evaluates results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. Under aforementioned criteria, the Company operates in one reporting segment and corporate activities.
Mamaki of Hawaii is the reporting segment that derives its income from the sale of mamaki tea.
The information provided below is obtained from internal information that is provided to the Company’s chief operating decision maker for the purpose of corporate management. The Company uses operating income (loss) to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes, other income and expenses related to corporate activity or corporate expense for management and administrative services to its reporting segment. Because of this unallocated income and expense, the operating income (loss) of the reporting segment does not reflect the operating income (loss) the reporting segment would report as a stand-alone business and therefore we do not present indirect operating expenses.
The table below illustrates the Company’s results for the reporting segment for the year ended December 31, 2013:
|
|
Mamaki Tea
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
15,479
|
|
|
$
|
0
|
|
|
$
|
15,479
|
|
Cost of sales
|
|
|
96,422
|
|
|
|
0
|
|
|
|
96,422
|
|
|
|
|
(80,943
|
)
|
|
|
0
|
|
|
|
(80,943
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administration expense
|
|
|
528,441
|
|
|
|
89,634
|
|
|
|
618,075
|
|
Depreciation expense
|
|
|
118,061
|
|
|
|
396
|
|
|
|
118,457
|
|
Operating loss
|
|
|
(727,445
|
)
|
|
|
(90,030
|
)
|
|
|
(817,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(84,876
|
)
|
|
|
(2,405
|
)
|
|
|
(87,281
|
)
|
Loss on sale of assets
|
|
|
(70,300
|
)
|
|
|
0
|
|
|
|
(70,300
|
)
|
Total Other income
|
|
|
(155,176
|
)
|
|
|
(2,405
|
)
|
|
|
(157,581
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(882,621
|
)
|
|
$
|
(92,435
|
)
|
|
$
|
(975,056
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mamaki Tea
12-31- 2013
|
|
|
Other
12-31-2013
|
|
|
Total
12-31-2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,882,468
|
|
|
$
|
277,504
|
|
|
$
|
2,159,972
|
|
Total liabilities
|
|
$
|
1,687,487
|
|
|
$
|
1,684,185
|
|
|
$
|
3,371,672
|
|
The table below illustrates the Company’s results for the reporting segment for the year ended December 31, 2012, as the reporting unit was acquired at its inception in May 2012:
|
|
Mamaki Tea
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
59,257
|
|
|
$
|
0
|
|
|
$
|
59,257
|
|
Cost of sales
|
|
|
94,089
|
|
|
|
0
|
|
|
|
94,089
|
|
|
|
|
(34,832
|
)
|
|
|
0
|
|
|
|
(34,832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administration expense
|
|
|
228,073
|
|
|
|
1,213,909
|
|
|
|
1,441,982
|
|
Operating loss
|
|
|
(262,905
|
)
|
|
|
(1,213,909
|
)
|
|
|
(1,476,814
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(60,727
|
)
|
|
|
0
|
|
|
|
(60,727
|
)
|
Forgiveness of debt
|
|
|
443,927
|
|
|
|
201,500
|
|
|
|
645,427
|
|
Total Other income
|
|
|
383,200
|
|
|
|
201,500
|
|
|
|
584,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
120,295
|
|
|
$
|
(1,012,409
|
)
|
|
$
|
(892,114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mamaki Tea
12-31- 2012
|
|
|
Other
12-31-2012
|
|
|
Total
12-31-2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,052,997
|
|
|
$
|
359,398
|
|
|
$
|
2,412,395
|
|
Total liabilities
|
|
$
|
1,154,271
|
|
|
$
|
1,859,201
|
|
|
$
|
3,013,472
|
|
NOTE 14 – SUBSEQUENT EVENTS
During the period from January 1, 2014 through April 3, 2014, the Company issued 1,736,540 shares of restricted common stock for conversion of $162,500 in advances from shareholder.
On January 31, 2014, the Company issued 634,652 shares of restricted common stock for services rendered. The shares were valued at $70,500, or $0.11 per share.
On February 6, 2014, the Company issued 100,000 shares of restricted common stock for services rendered. The shares were valued at $10,000, or $0.10 per share.
On February 6, 2014, the Company issued 600,000 shares of restricted common stock for the conversion of 60,000 shares of preferred stock at the conversion rate of 10 shares of restricted common stock for each share of preferred stock.
On March 12, 2014, the Company issued 500,000 shares of restricted common stock for legal services rendered. The shares were valued at $50,000, or $0.10 per share.
On March 25, 2014, the Company issued 160,000 shares of restricted common stock for services rendered. The shares were valued at $16,000, or $0.10 per share.