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8-K/A - EMSF 8-K 10/09/15 - INTEGRATED VENTURES, INC. | emsf8k_100915apg.htm |
EX-99.2 - EXHIBIT 99.2 - INTEGRATED VENTURES, INC. | ex99_2apg.htm |
EXHIBIT 99.1
EMS FIND, INC.
Audited
December 31, 2014
Index
Report of Independent Registered Public Accounting Firm | F-1 |
Consolidated Balance Sheets | F-2 |
Consolidated Statements of Operations | F-3 |
Consolidated Statement of Stockholders Equity (Deficit ) | F-5 |
Consolidated Statements of Cash Flows | F-6 |
Notes to Consolidated Financial Statements | F-7 |
PCAOB Registered Auditors www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
EMS Factory, Inc.
We have audited the accompanying balance sheets of EMS Factory, Inc. as of December 31, 2014 and 2013, and the related statements of operations, stockholders equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2014. EMS Factory, Inc.s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
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 audit 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 audit 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 companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 EMS Factory, Inc. as of December 31, 2014 and 2013, 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.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
July 21, 2015
F-1
EMS Factory, Inc. | ||||||||
Balance Sheets | ||||||||
For The Years Ended December 31, 2014 and December 31, 2013 | ||||||||
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ASSETS |
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| As of |
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| As of |
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| December 31, |
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| December 31, |
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| 2014 |
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| 2013 |
| Current Assets |
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| Cash |
| $ | 168 |
| $ | 818 |
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| Accounts Receivable |
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| 6,980 |
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| 20,933 |
| Total Current Assets |
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| 7,148 |
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| 21,751 | |
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| Other Assets |
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| Fixed Assets |
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| 70,390 |
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| 70,390 |
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| Accumulated Depreciation |
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| (37,806) |
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| (23,928) |
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| Intangible Assets |
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| 2,500 |
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| 2,500 |
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| Accumulated Amortization |
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| (597) |
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| (431) |
| Other Assets |
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| 34,487 |
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| 48,531 | |
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| TOTAL ASSETS |
| $ | 41,635 |
| $ | 70,282 | |
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LIABILITIES & STOCKHOLDERS' DEFECIT |
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| Short Term Liabilities |
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| Accounts payable |
| $ | - |
| $ | - |
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| Due to officers |
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| - |
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| 30 |
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| Payroll liabilities |
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| - |
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| 535 |
| Total Short Term Liabilities |
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| - |
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| 565 | |
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| TOTAL LIABILITIES |
| $ | - |
| $ | 565 | |
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| Stockholders' Deficit |
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| Common stock, no par value, ( 100 shares authorized |
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| 100 and 100 shares issued and outstanding |
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| as of December 31, 2014 and December 31, 2013) |
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| 2,000 |
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| 2,000 |
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| Retained Earnings |
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| 39,635 |
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| 67,718 |
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| Total Stockholders' Deficit |
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| 41,635 |
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| 69,718 | |
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| TOTAL LIABILITIES & |
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| STOCKHOLDERS' DEFICIT |
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| 41,635 |
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| 70,283 |
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The accompanying notes are an integral part of these financial statements. |
F-2
EMS FACTORY, INC | |||||||
Statements of Operations | |||||||
For The years Ended December 31, 2014 December 31, 2013 | |||||||
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| December 31, |
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| December 31, |
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| 2014 |
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| 2013 |
| Revenues |
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| Gross Sales | $ | 264,672 |
| $ | 290,910 |
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| Cost of sales |
| 170,879 |
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| 183,815 |
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| Net Sales |
| 93,793 |
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| 107,095.28 | |
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| Costs and Expenses |
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| Executive compensation |
| 7,336 |
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| 2,945 |
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| Depreciation & amortization |
| 14,045 |
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| 13,158 |
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| General & administrative |
| 29,033 |
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| 51,977 |
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| Total Expenses |
| 50,414 |
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| 68,080 | |
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| Income (Loss) From Operations |
| 43,379 |
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| 39,016 | |
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| Other Income & (Expenses) |
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| Interest expense |
| - |
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| - |
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| Debt write off |
| - |
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| 37,350 |
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| Total Other Income & (Expenses) |
| - |
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| - | |
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| Net Income |
| 43,379 |
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| 76,366 | |
| Net Income (Loss) | $ | 43,379 |
| $ | 76,366 | |
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| Basic Earnings (Loss) per share | $ | 434 |
| $ | 763.66 |
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| Weighted average number of |
| 100 |
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| 100 |
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| common shares outstanding |
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| Diluted Earnings (Loss) per share | $ | 434 |
| $ | 763.66 |
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| Weighted average number of |
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| common shares outstanding |
| 100 |
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| 100 |
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The accompanying notes are an integral part of these financial statements. |
F-3
EMS Factory, Inc. | |||||||||||
Consolidated Statement of Changes in Stockholders' Equity | |||||||||||
For The Years Ended December 31, 2014 and December 31, 2013 | |||||||||||
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| Common |
| Common |
| Additional |
| Accumulated |
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| Stock |
| Stock |
| Paid-in |
| Deficit |
| Total |
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| Amount |
| Capital |
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| Beginning Balance | 100 | $ | 2,000 |
| - | $ | 28,702 | $ | 30,702 |
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| Member Draw |
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| (37,350) |
| (37,350) |
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| Net Income December 31, 2013 |
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| 76,366 |
| 76,366 |
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| Balance, December 31, 2013 | 100 |
| 2,000 |
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| 67,718 |
| 69,718 |
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| Member Draw |
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| (71,462) |
| (71,462) |
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| Net Income from December 31, 2014 |
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| 43,379 |
| 43,379 |
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| Balance, December 31, 2014 | 100 |
| 2,000 |
| - |
| 39,635 |
| 41,635 |
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The accompanying notes are an integral part of these financial statements. |
F-4
EMS Factory, Inc. | |||||||
Consolidated Statements of Cash Flows | |||||||
For The Years Ended December 31, 2014 and December 31, 2013 | |||||||
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| December 31, |
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| December 31, |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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| Net income (loss) |
| $ | 43,379 |
| $ | 76,366 |
| Depreciation expense |
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| 14,045 |
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| 13,158 |
| Change in accounts receivable |
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| 13,953 |
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| (6,074) |
| Change in notes payables |
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| (37,350) |
| Change in due to officers |
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| (30) |
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| 30 |
| Change in accounts payable |
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| (535) |
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| (3,643) |
| Net cash provided by (used in) operating activities |
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| 70,812 |
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| 42,486 |
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| CASH FLOWS FROM INVESTING ACTIVITIES |
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| Fixed Assets |
| $ | - |
| $ | (8,780) |
| Net cash provided by (used in) investing activities |
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| - |
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| (8,780) |
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| CASH FLOWS FROM FINANCING ACTIVITIES |
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| Distribution |
| $ | (71,462) |
| $ | (37,350) |
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| Net cash provided by (used in) financing activities |
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| (71,462) |
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| (37,350) |
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| Net increase (decrease) in cash |
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| (650) |
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| (3,644) |
| Cash at beginning of period |
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| 818 |
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| 4,462 |
| Cash at end of period |
| $ | 168 |
| $ | 818 |
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| SUPPLEMENTAL DISCLOSURES OF CASH FLOW |
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| NON-CASH ACTIVITIES |
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| Gain on debt forgiveness |
| $ | - |
| $ | 37,500 |
| Total non-cash activities |
| $ | - |
| $ | 37,500 |
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The accompanying notes are an integral part of these financial statements. |
F-5
EMS FACTORY, INC.NOTES TO
FINANCIAL STATEMENTS
(Audited)
NOTE 1 NATURE OF BUSINESS
EMS Factory, Inc. (the Company) was incorporated on June 26, 2011, under the laws of the State of Pennsylvania.
The accompanying financial statements of EMS Factory, Inc. have been prepared in accordance with Securities and Exchange Commission (SEC) requirements for financial statements. Therefore, they include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-k of the Company for the period ended December 31, 2014.
The financial statements include the accounts of the Company. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP).
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies of the Company is presented to assist in understanding the Companys financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
Cash and Cash Equivalents.
The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $168 and $818 as of December, 31, 2014 and December, 31, 2013 respectively.
Revenue Recognition
Our revenue is derived from the service revenue from Ambulance transportation services
F-6
The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.
Property and Equipment
Property and equipment consists of Ambulances and medical equipment and are stated at cost. Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.
Impairment of Long-Lived Assets.
In accordance with Accounting Standards Codification (ASC) Topic 360, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.
Net Income Per Share.
Basic net income per share is computed by dividing net income by the weighted-average number of outstanding shares of common stock during the period.
Recent Pronouncements.
On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the
F-7
current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods.
On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements.
Note 3 Property and Equipment
At December 31, 2014 and 2013, equipment consisted of the following:
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Ambulance/Vehicles |
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| 46,960 |
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| 46,960 |
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Medical Equipment |
| $ | 23,430 |
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| $ | 23,430 |
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Less: Accumulated depreciation |
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| (37,806 | ) |
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| (23,928 | ) |
Total equipment, net |
| $ | 32,584 |
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| $ | 46,462 |
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Depreciation and amortization expense for the years ended December 31, 2014 and December 31, 2013 was $14,045 and $13,158 respectively.
F-8
NOTE 4 RELATED PARTY TRANSACTIONS
The Company paid for Mr. Rubakhs health insurance of $7,336 and $2,945 during the Year Ended December 31, 2014 and December 31, 2013 respectively, which is reflected as Executive compensation in the P&L
As the sole share-holder and Board member of EMS Factory Mr. Rubakh has taken a draw of $71,462 and $37,350 during the Year Ended December 31, 2014 and 2013 respectively.
NOTE 5- Notes Payable
In December 2011 the Company entered into a purchase agreement for couple Ambulances and Medical equipment for $106,000 of this amount the Company issued a non interest bearing note in the amount of $50,650.
At December 31, 2013 the Company received a debt forgiveness for the balance of the note.
NOTE 6 Common Stock
The Company has 100 Common shares issued and authorized since the day of inception Mr. Rubakh owns 100% of the shares.
NOTE 7 SUBSEQUENT EVENTS
Beginning 2015 the Company changed its focuses on designing, developing, launching, marketing, investing in and operating software assets mainly in on-demand mobile healthcare sector. The Ems Find Mobile Application is B2B & B2C on-demand platform, designed to connect the health care providers and consumers to a network of medical transport companies throughout the United States and Canada. Industry's first, on-demand mobile application, links health care providers and consumers with the closest medical transportation providers for the benefit of the patients. The platform enables users (hospitals, medical offices, nursing homes, home care agencies and other medical providers) and public to schedule medical transportation in timely and efficient way based on the type of medical transportation which best fits each patients needs. The Ems Find App works on any smart device including smartphones, tablets or laptops. iOS, android and desktop versions will allow users to connect in real time to local and nearby pre-screened medical transportation companies wherever the medical transports are needed and fit the medical, logistical and financial criteria.
On March 23, 2015 the Company issued a note for $30,400 with 10% interest per annum. The note becomes due on October 15, 2015
On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc., a company incorporated under the laws of the State of Pennsylvania (EMS), and the shareholder of EMS (the Selling Shareholder) pursuant to a share exchange agreement by and among the Company, EMS and the Selling Shareholder. The Company will acquire 100% of the issued and outstanding securities of EMS in exchange for the issuance of 10,000,000 shares of the Companys Restricted Common Stock, par value $0.001 per share and 500,000 shares of the Companys Series A Preferred Stock, par value $0.001. The Company received funding commitment of $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS technology, in the following manner:
As a result of the Agreement the Selling Shareholder will acquire up to 49% of the voting rights of Companys currently issued and outstanding shares of common stock. Upon completion of the
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Agreement, EMS will become the wholly-owned subsidiary and the Company acquired the business and operations of EMS. Further, on the Closing date of the Agreement, Steve Rubakh, shall also be appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, in conjunction with the appointments, Mr. Matveev Anton will resign all of his positions with the Company. The Agreement is to be completed contingent on the successful financial audit of EMS Factory, Inc.
As of June 13, 2015 the Company has received $109,945 of the $300,000 committed funding.
F-10