REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of APEXCCTV, LLC

 

We have audited the accompanying financial statements of APEXCCTV, LLC (a Texas corporation), which comprise the balance sheet as of December 31, 2016 and 2015 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2016 and the period of April 9, 2015 through December 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and also conducted in accordance with GAAS. 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 Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 APEXCCTV, LLC. as of December 31, 2016 and 2015 and the results of their operations and their cash flows for the year then ended December 31, 2016 and the period between April 9, 2015 through December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company was out of compliance with its debt covenants as of December 31, 2016. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

	/s/ Assurance Dimensions
	Certified Public Accountants

 

Coconut Creek,

November 22, 2017

 

 

 

 

ApexCCTV, LLC

Balance Sheets

 

		December 31, 2016				December 31, 2015
ASSETS
Current Assets
Cash		$	80,807			$	60,376
Accounts receivable			7,093				92,770
Due from related party			-				5,218
Inventory			50,235				92,232
Other current assets			3,015				11,390
Total Current Assets			141,150				261,986
Property and Equipment, net			116,453				206,195
Goodwill, net			216,288				242,430
Intangible assets, net			357,972				514,985
TOTAL ASSETS		$	831,863			$	1,225,596
LIABILITIES AND MEMBER’S CAPITAL ACCOUNT
Current Liabilities
Accounts payable		$	167,955			$	21,853
Accounts payable - related parties			141,900				52,000
Credit card payable			64,922				86,592
Accrued expenses			6,927				14,648
Other current liabilities			10,123				9,071
Note payable - related party			750,000				750,000
Note payable, current portion, net of deferred loan costs			39,372				41,013
Total Current Liabilities			1,181,199				975,177
Note payable, net of current portion and deferred loan costs			374,116				455,693
Total Liabilities			1,555,315				1,430,870
Commitments and contingencies (see Note 9)
Member’s Capital Account
Capital Account, 1,000 membership unit authorized; 1,000 issued and outstanding, respectively			(723,452	)			(205,274	)
Total Member’s Capital Account			(723,452	)			(205,274	)
TOTAL LIABILITIES AND MEMBER’S CAPITAL ACCOUNT		$	831,863			$	1,225,596

 

The accompanying notes are an integral part of these financial statements

 

 

ApexCCTV, LLC

Statements of Operations

 

		Year Ended December 31,				For the Period April 9, 2015 (Inception)
		2016				through December 31, 2015
Sales, net of discounts		$	2,712,810			$	2,187,064
Cost of Sales			2,189,371				1,449,806
Gross Profit			523,439				737,258
Operating Expenses:
Advertising			69,209				50,137
Selling, General and Administrative			203,108				171,276
Compensation and Related Taxes			455,241				500,146
Depreciation			89,742				63,031
Amortization			183,155				129,735
Total Operating Expenses			1,000,455				914,325
Other Income (Expense):
Interest			(41,163	)			(29,492	)
Interest Income			1				9
Other income			-				276
Net Loss		$	(518,178	)		$	(206,274	)

 

The accompanying notes are an integral part of these financial statements

 

 

ApexCCTV, LLC

Statements of Changes in Member’s Capital Account

For the year ended December 31, 2016 and the period from April 9, 2015 (Inception) through December 31, 2015

 

		Sole Member
		Interest				Total
Balance, April 09, 2015 (Inception)		$	-			$	-
Issuance of Member Unit Interest			1,000				1,000
Net Loss			(206,274	)			(206,274	)
Balance, December 31, 2015		$	(205,274	)		$	(205,274	)
Net Loss			(518,178	)			(518,178	)
Balance, December 31, 2016		$	(723,452	)		$	(723,452	)

 

The accompanying notes are an integral part of these financial statements

 

 

ApexCCTV, LLC

Statements of Cash Flows

 

		For the Year Ended				For the Period April 9, 2015 (Inception)
		December 31, 2016				through December 31, 2015
Cash flows from Operating activities
Net loss		$	(518,178	)		$	(206,274	)
Adjustments to reconcile net loss to net cash provided (used) in Operating Activities:
Depreciation expense			89,743				63,032
Amortization of intangibles			181,624				129,735
Amortization of deferred loan costs			1,531				1,148
Changes in operating assets and liabilities
Accounts receivable, trade			85,677				(67,293	)
Due from related party			5,218				(5,218	)
Inventory			41,997				47,768
Other current assets			8,375				(11,390	)
Accounts payable			146,101				-
Credit card payable			(21,670	)			138,561
Accrued expenses			(7,721	)			14,679
Other current liabilities			1,052				9,071
Cash provided in operating activities			13,749				113,819
Cash flows from investing activities
Acquisition of Company			-				(1,300,000	)
Capital Expenditures/(Disposals)			-				-
Cash used by investing activities			-				(1,300,000	)
Cash flows from financing activities
Issuance of stock			-				1,000
Proceeds from note payable			-				1,300,000
Proceeds from related parties payable			89,900				-
Repayment of note payable			(83,218	)			(54,443	)
Cash used in financing activities			6,682				1,246,557
Net change in cash			20,431				60,376
Cash at beginning of period			60,376				-
Cash at end of period		$	80,807			$	60,376
Supplemental cash flow information
Cash paid for interest		$	41,163			$	29,492
Cash paid for income taxes		$	-			$	-

 

The accompanying notes are an integral part of these financial statements

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

Valtronics LLC was incorporated in the State of Texas on January 31, 2006. Valtronics LLC was a full-service provider of security products through an ecommerce website. On April 9, 2015 the assets of Valtronics LLC were acquired by an individual who previously incorporated ApexCCTV, LLC, (the “Company”), in the State of Texas on February 24, 2015. The Company is a full-service provider of security products through an ecommerce website. The Company’s website allows customers to purchase commercial grade software and equipment cost-effectively. The Company markets to systems integrators, small businesses, corporations, and individuals. The Company is a provider of the latest technologies in surveillance systems, digital video recording, access control, and low voltage products.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment and valuation of intangible assets.

 

Cash and Cash Equivalents

 

All highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2016 and 2015.

 

Fair Value of Financial Instruments

 

The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as 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. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

FASB ASC 825-10-25 Fair Value Option expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, accrued expenses, notes payable and due to related parties approximate their estimated fair market value based on the short-term maturity of these instruments. The carrying amount of the notes and convertible promissory notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and the interest payable on the notes approximates the Company’s incremental borrowing rate. In addition, per ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, the Company has recorded notes payable for the amount it has agreed to pay pursuant to arrangements made.

 

Accounts Receivable

 

The Company extends thirty-day credit terms to certain customers based on credit worthiness. Management reviews any account receivable balances over thirty days. Account balances that are deemed to be uncollectible are charged to the bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. During the year ended December 31, 2016 and the period from April 9, 2015 (Inception) through December 31, 2015, the Company recognized $0 of expenses related to uncollectible accounts receivable and management has determined that an allowance was not necessary at December 31, 2016 and 2015.

 

Inventories

 

Inventories, consisting of finished goods are stated at the lower of cost and net realizable value utilizing the first-in, first-out method.

 

Property and Equipment

 

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets.

 

Intangible Assets

 

The Company amortizes identifiable intangible assets over their useful lives on a straight line basis. The Company elected to follow ASU 350-20-15 an accounting alternative for goodwill which allows private companies to recognize goodwill upon acquisition and amortize the goodwill on a straight line basis over a ten year term.

 

Impairment of Long-Lived Assets

 

Long-Lived Assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

Loan Costs

 

In 2015, the Company incurred loan costs associated with the issuance of the note payable. The Company has early adopted ASU 2015-3 “Interest – Imputation of Interest” - Simplifying the Presentation of Debt Issuance Costs. The loan costs are recorded as a debt discount and amortized to interest expense over the terms of the note payable.

 

Revenue Recognition

 

The Company follows the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials. The Company records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The Company derives revenue from online sales from customers via the internet in virtually all industries including retail, manufacturing, healthcare, and government agencies. Revenues are recognized net of expected returns, which we estimate using historical return patterns as a percentage of sales and our expectation of future returns.

 

Cost of Sales

 

Cost of sales includes cost of finished goods products and shipping in and out costs. There was no depreciation expense that was allocable to cost of retail sales.

 

Shipping costs

 

Shipping costs are included in cost of sales and were deemed to be not material for the year ended December 31, 2016 and the period of April 9, 2015 (Inception) through December 31, 2015, respectively.

 

Warranties

 

The Company provides a general warranty for products and services from one to two years from the date of purchase or service. Historically, the Company has had negligible costs associated with warranty expense and therefore has not allowed for the expense on their financial statements.

 

Advertising

 

Advertising is expensed as incurred. Advertising expenses for the year ended December 31, 2016 and the period from April 9, 2015 (Inception) through December 31, 2015 were $69,209 and $50,137, respectively.

 

Income Taxes

 

The LLC is a single member limited liability company and was structured as a disregarded entity for U.S. Federal, state and local income tax purposes. Accordingly, no provision for income taxes is made in the LLC’s financial statements.

 

The Company last filed an income tax return for the year ended December 31, 2016. The tax years ending December 31, 2015 and 2016 are subject to examination by the Internal Revenue Service Center.

 

Concentration of Credit Risks

 

Financial instruments that potentially subject the company to credit risk consist principally of cash and cash equivalents and receivables. The Company places its cash and cash equivalents with financial institutions. Deposits are insured to Federal Deposit Insurance Corp. limits. At December 31, 2016 and 2015, there was no uninsured cash. Other financial instruments include notes payable and amounts due to related parties. Due to the short-term maturity of these obligations and the stated interest rates on notes payable, the carrying value of these instruments represent their fair value.

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

Concentration of Major Customers

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable, trade. The Company places its cash with high credit quality financial institutions. Almost all of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.

 

During the year ended December 31, 2016, one customer accounted for 43% of revenues. During the period from April 9, 2015 (Inception) through December 31, 2015, one customer accounted for 19% of revenues.

 

As of December 31, 2016, three customers accounted for 92% of total accounts receivable. The following is a list of percentage of accounts receivable owed by the three customers:

 

Customer 1			76	%
Customer 2			8	%
Customer 3			8	%
Total			92	%

 

As of December 31, 2015, one customer accounted for 74% of total accounts receivable

 

Related Parties

 

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 

The Company conducts business with Video Surveillance, LLC (VS), an entity under common control of the Company, and the company’s managing member.

 

The Company recorded the following balances related to VS and the Company’s managing member:

 

		December 31, 2016				December 31, 2015
Sales to VS		$	1,167,000			$	468,000
Accounts Payable:
Accounts Payable - Related party		$	89,900			$	-
Managing Member		$	52,000			$	52,000
Note Payable:
Managing Member		$	750,000			$	750,000

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, Revenue from Contracts with Customers. The effective date for this Standard for nonpublic entities is annual reporting periods beginning after December 15, 2017, with early adoption permitted for annual periods beginning after December 15, 2016. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration an organization expects to receive in exchange for those goods or services. The Organization is currently assessing the impact that adopting this new accounting guidance will have on its financial statements and footnote disclosures.

 

In February 2016, the FASB issued Accounting Standards Update, Leases (Topic 842), intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current Generally Accepted Accounting Principles (GAAP), the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the statement of assets, liabilities, and members’ equity (deficit)—the new ASU will require both types of leases to be recognized on the statement of assets, liabilities, and members’ equity (deficit). The ASU on leases will take effect for all non-public companies for fiscal years beginning after December 15, 2019.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 2 –ACQUISITION OF APEXCCTV, LLC

 

On April 9, 2015 the assets of ApexCCTV, LLC were acquired by an individual who previously incorporated the Company, in the State of Texas on February 26, 2015. The acquisition of ApexCCTV, LLC was made since it was an established profitable business that could be leveraged for additional growth and acquisitions. On the acquisition date the Company purchased property and equipment with a fair market value of $41,650, ERP software with a fair market value of $225,000, inventory with a fair market value of $140,000, intangible assets with a fair value of $626,300, and at the time of the acquisition, goodwill was valued at $260,850 in exchange for the purchase price of $1,293,800 (see Note 8). The Company has elected the option to amortize goodwill over 10 years (see Note 6).

 

NOTE 3 – GOING CONCERN CONSIDERATIONS

 

The accompanying financial statements are prepared assuming the Company will continue as a going concern.  At December 31, 2016, the Company had retained earnings of approximately $831,863, a member capital account deficit of approximately $723,000 and a working capital deficit of $349,336. The net cash provided by operating activities for the year ended December 31, 2016 totaled $13,749. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. The ability of the Company to continue as a going concern is dependent upon increasing sales and obtaining additional capital and financing.  While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The Company's limited financial resources have prevented the Company from aggressively advertising its products and services to achieve consumer recognition. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

NOTE 4 – INVENTORY

 

Inventory, consists of finished goods which are stated at the lower of cost and net realizable value utilizing the first-in, first-out method. As of December 31, 2016 and 2015 the inventory balance was $50,235 and $92,232, respectively.

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

		Estimated life		December 31, 2016				December 31, 2015
Computer Equipment		3 years		$	22,500			$	22,500
Office Equipment		3 years			6,650				6,650
Telephone System		3 years			15,076				15,076
ERP Software		3 years			225,000				225,000
Less: Accumulated depreciation					(152,773	)			(63,031	)
				$	116,453			$	206,195

 

For the year ended December 31, 2016 and the period from April 9 (Inception) through December 31, 2015, depreciation expense amounted to $89,742 and $63,031, respectively.

 

NOTE 6 – INTANGIBLE ASSETS

 

In connection with the purchase of the assets of ApexCCTV, LLC (see Note 2) goodwill and other intangible assets are being amortized on a straight line basis over their useful lives.

 

Intangible assets consist of the following:

 

		2016				2015				Useful Lives
Intangible assets:
Goodwill		$	260,850			$	260,850			10 years
Customer Relationships			10,300				10,300			6 years
Brand			31,000				31,000			10 years
Technology			265,000				265,000			3 years
Non-Compete Agreements			320,000				320,000			5 years
Total			887,150				887,150
Less: Accumulated amortization			(312,890	)			(129,735	)
		$	574,260			$	757,415

 

Amortization expense related to goodwill and the other intangible assets for the year ended December 31, 2016 and the period of April 9, 2015 (Inception) through December 31, 2015 was $183,155 and $129,735, respectively.

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

The future estimated aggregate annual amortization expense on intangible assets is as follows:

 

Year Ending						Customer												Non-Compete
December 31,		Goodwill				Relationships				Brand				Technology				Agreements				Total
2017		$	26,085			$	1,717			$	3,100			$	88,333			$	64,000			$	183,235
2018			26,085				1,717				3,100				25,764				64,000				120,666
2019			26,085				1,717				3,100				-				64,000				94,902
2020			26,085				1,717				3,100				-				18,667				49,569
2021			26,085				501				3,100				-				-				29,686
Thereafter			85,863				-				10,341				-				-				96,204
		$	216,288			$	7,369			$	25,841			$	114,097			$	210,667			$	574,262

 

NOTE 7 – NOTE PAYABLE - RELATED PARTY

 

In April 2015, the CEO of the Company executed a short term non-interest bearing note payable in the amount of $750,000. As of December 31, 2016 and 2015 the balance on the note payable was $750,000.

 

NOTE 8 – NOTE PAYABLE

 

In April 2015, the Company that is jointly and severally liable with Video Surveillance Limited Liability Company (VS), a related party, executed a $2,312,600 note payable with a ten year maturity date at an interest rate of 4.35%. The note payable is guaranteed by the Company’s managing member and his spouse and collateralized by all of the assets of the Company. The Company apportioned twenty four percent of the note payable liability to itself and the remaining seventy six percent of the liability to VS. The Company recorded deferred loan costs of $15,306 and VS recorded deferred loan costs of $43,994 which is being amortized on a straight line basis over the term of the note. As of December 31, 2016 and 2015 the total balance owed on the note payable by both entities was $1,991,554 and $2,186,964, respectively. As of December 31, 2016 and 2015 the Company’s balance of the note payable net of deferred loan costs was $410,810 and $495,558, respectively. The total remaining principle balance of the note as of December 31, 2016 and 2015 was $426,116 and $510,864, respectively.

 

Principle payments of debt are as follows:

 

Year Ending
December 31,		Amount
2017		$	42,610
2018			44,502
2019			46,476
2020			48,539
2021			50,693
Thereafter			185,793
		$	418,615

 

The Company failed to meet the debt service coverage ratio as of December 31, 2016.

 

 

ApexCCTV, LLC

Notes to Financial Statements

December 31, 2016 and 2015

 

NOTE 9 – COMMITMENTS

 

Leases:

 

The Company executed a lease for office space on March 15, 2015 with a four year term beginning on April 1, 2015 and ending on March 31, 2019 with the landlord and VS, a related party. The Company has the option to renew the lease for an additional six years after the expiration date. The monthly rent expense is $11,371. In the event of

 

default by the Company or VS, the full amount of the rental obligation would be the responsibility of either party. The Company is allocated $5,684 as a monthly rent expense and Apex is allocated $5,685 as a monthly rent expense on their financial statements.

 

The below chart displays the minimum annual lease payments for the Company.

 

Year ended:
2017		$	68,226
2018			68,226
2019			17,057
		$	153,509

 

Rent expense for the year ended December 31, 2016 and 2015 was $68,226 and $43,681, respectively.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Management has assessed subsequent events through November 22, 2017, the date on which the financial statements were available to be issued.

 

Effective April 20, 2017 the Company and VS entered into a Securities Purchase Agreement (SPA) with DirectView Holdings, Inc., a Nevada corporation (DVH).

 

According to the terms of the SPA, the Seller (the Company, VS and Mark D. Harris) transferred to DVH all of the issued and outstanding equity interests of the Company and VS (jointly the “Acquisition Companies”). Pursuant to the terms of the SPA upon completion of an audit of the financial statements of the Company, DVH shall pay the Seller for the Acquisition Companies. The price of the Acquisition Companies is contingent upon agreed upon terms described in Form 8K filed with the Securities Exchange Commission on April 26, 2017.