ITEM 1. FINANCIAL
STATEMENTS
FLASHZERO CORP.
(Formerly Children’s Internet Inc)
BALANCE SHEETS
| | |
March 31, 2008
(unaudited) | | |
December 31, 2007
(audited) | |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalent | |
$ | 653 | | |
$ | 37,482 | |
| Deposit held in escrow | |
| 37,378 | | |
| – | |
| Total Current Assets | |
| 38,031 | | |
| 37,482 | |
| | |
| | | |
| | |
| Fixed Assets | |
| 4,645 | | |
| 3,613 | |
| Total Fixed Assets, net | |
| 4,645 | | |
| 3,613 | |
| Other Assets | |
| | | |
| | |
| Deposit-State Board of Equalization | |
| – | | |
| 2,000 | |
| Utility Deposit | |
| – | | |
| 118 | |
| Total Assets | |
$ | 42,676 | | |
$ | 43,213 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Account Payables | |
$ | 895,316 | | |
$ | 791,622 | |
| Accrued Salaries | |
| 734,319 | | |
| 729,319 | |
| Notes payable to Randick, O’Dea & Tooliatos, LLP | |
| – | | |
| 264,504 | |
| Notes Payables- current | |
| 320,403 | | |
| – | |
| Loan Payable to Related Parties | |
| 107,870 | | |
| 101,518 | |
| Accrued Payroll Taxes | |
| 43,324 | | |
| 42,942 | |
| Taxes Payable | |
| 7,405 | | |
| 4,817 | |
| Total Liabilities | |
| 2,108,639 | | |
| 1,934,722 | |
| | |
| | | |
| | |
| Long Term Liabilities | |
| | | |
| | |
| Due to related parties | |
| 1,028,831 | | |
| 1,028,831 | |
| Total Liabilities | |
| 3,137,470 | | |
| 2,963,553 | |
| | |
| | | |
| | |
| Stockholders' Deficit: | |
| | | |
| | |
| Common stock, $0.001 par value; 75,000,000 shares authorized, 31,373,738, and 31,373,738 shares issued and outstanding | |
| 31,374 | | |
| 31,374 | |
| Additional paid-in capital | |
| 2,366,660 | | |
| 2,364,660 | |
| Accumulated deficit | |
| (5,492,826 | ) | |
| (5,316,374 | ) |
| | |
| | | |
| | |
| Total Stockholders’ Deficit | |
| (3,094,792 | ) | |
| (2,920,340 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders' Deficit | |
$ | 42,676 | | |
$ | 43,213 | |
The accompanying notes are an integral part
of these financial statements.
FLASHZERO CORP.
(Formerly Children’s Internet Inc)
STATEMENTS OF OPERATIONS
| | |
For the Three Months Ended | |
| | |
March 31, | |
| | |
2008 | | |
2007 | |
| Revenue | |
$ | – | | |
$ | 192 | |
| Cost of Revenue | |
| – | | |
| 26 | |
| | |
| – | | |
| 166 | |
| | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | |
| Depreciation | |
| 1,086 | | |
| – | |
| General & administrative expenses | |
| 162,730 | | |
| 280,650 | |
| Total operating expenses | |
| 163,816 | | |
| 280,650 | |
| | |
| | | |
| | |
| Loss from operations | |
| (163,816 | ) | |
| (280,816 | ) |
| | |
| | | |
| | |
| Other Income / (Expense) | |
| (12,636 | ) | |
| (10,813 | ) |
| | |
| | | |
| | |
| Loss before income tax | |
| (176,452 | ) | |
| (291,629 | ) |
| | |
| | | |
| | |
| Net Income / (loss) | |
$ | (176,452 | ) | |
$ | (291,629 | ) |
| | |
| | | |
| | |
| Basic and diluted loss per share | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
| | |
| | | |
| | |
| Basic and diluted weighted average shares | |
| 31,373,738 | | |
| 31,373,738 | |
The accompanying notes are an integral part
of these financial statements.
FLASHZERO CORP.
(Formerly Children’s Internet Inc)
STATEMENT OF CHANGES IN EQUITY(DEFICIT)
For the Period Ended March 31, 2008 and 2007
| | |
| | |
| | |
Additional | | |
| | |
Total | |
| | |
Common Stock | | |
Paid in | | |
Accumulated | | |
Shareholders' | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance - January 1, 2007 | |
| 26,873,738 | | |
$ | 26,874 | | |
$ | 2,262,622 | | |
$ | (4,150,386 | ) | |
$ | (1,860,890 | ) |
| Loss for the period ended. | |
| – | | |
| – | | |
| – | | |
| (291,629 | ) | |
| (291,629 | ) |
| Balance – March 31, 2007 | |
| 31,373,738 | | |
$ | 26,874 | | |
$ | 2,262,622 | | |
$ | (4,442,015 | ) | |
$ | (2,152,519 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance – January 1, 2008 | |
| 31,373,738 | | |
| 31,374 | | |
| 2,364,660 | | |
| (5,316,374 | ) | |
| (2,920,340 | ) |
| Loss for the period ended. | |
| – | | |
| – | | |
| 2,000 | | |
| (176,452 | ) | |
| (174,452 | ) |
| Balance - March 31, 2008 | |
| 31,373,738 | | |
$ | 31,374 | | |
$ | 2,366,660 | | |
$ | (5,492,826 | ) | |
$ | (3,094,792 | ) |
The accompanying notes are an integral part
of these financial statements.
FLASHZERO CORP.
(Formerly Children’s Internet Inc)
STATEMENTS OF CASH FLOWS
| | |
For the Period Ended | |
| | |
March 31, | |
| | |
2008 | | |
2007 | |
| Cash flows from operating activities: | |
| | | |
| | |
| | |
| | | |
| | |
| Net loss | |
$ | (176,452 | ) | |
$ | (291,629 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation | |
| 1,086 | | |
| – | |
| Amortization | |
| – | | |
| 256 | |
| Stock compensation | |
| – | | |
| – | |
| Services perform as capital contribution | |
| – | | |
| 1,875 | |
| Utility Deposit | |
| 118 | | |
| – | |
| | |
| – | | |
| – | |
| Changes in assets and liabilities: | |
| | | |
| | |
| Account payable and accrued expense | |
| 106,540 | | |
| 102,756 | |
| Accrued salary | |
| 5,000 | | |
| 5,000 | |
| Note payables | |
| 55,899 | | |
| 167,090 | |
| Loan payable to related parties | |
| 6,352 | | |
| – | |
| Net cash used in operating activities | |
| (1,457 | ) | |
| (14,652 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Acquisition of Equipment | |
| – | | |
| – | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Additional paid in capital | |
| 2,000 | | |
| 14,485 | |
| Net cash provided by financing activities | |
| 2,000 | | |
| 14,485 | |
| | |
| | | |
| | |
| Net increase (decrease) in cash | |
| 543 | | |
| (167 | ) |
| | |
| | | |
| | |
| Cash, beginning of year | |
| 37,482 | | |
| 38,484 | |
| | |
| | | |
| | |
| Cash, end of year | |
$ | 38,025 | | |
$ | 38,317 | |
The accompanying notes are an integral part
of these financial statements.
FLASHZERO
CORP.
(Formerly Children’s
Internet Inc)
Notes to the Financial Statements
March 31, 2008 and 2007
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Children's Internet,
Inc. (the Company) was incorporated under the laws of the State of Nevada on September 25, 1996 under the name D.W.C. Installations. At
that date, 2,242,000 shares were issued to a small group of shareholders. The Company was primarily inactive until July 3, 2002 when Shadrack
Films, Inc. (Shadrack) purchased 2,333,510 newly-issued shares of the Company’s common stock for $150,000, thereby obtaining a majority
ownership interest. The total issued and outstanding shares of the Company was increased to 4,575,510 shares as a result of this sale
to Shadrack. On December 27, 2002, the Company’s name was changed from D.W.C. Installations to The Children’s
Internet, Inc.
On 15th day of February 2015, the company
filed an article of amendment for a change of name to FLASHZERO CORP
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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 revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment.
Actual results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially expose
the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with
major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount.
Cash and Cash Equivalents
The
Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments
purchased with a maturity of three months or less as cash and cash equivalents. The carrying amount of financial instruments included
in cash and cash equivalents approximates fair value because of the short maturities for the instruments held. There were $38,031and
$37,482 cash equivalents for the period ended March 31, 2008, and December 31, 2007
Fair Value of Financial Instruments
Fair value is defined as the exchange price that
would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset
or liability in an orderly transaction between market participants on the measurement date. ASC Topic No. 820 establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:
Level 1: Level 1 inputs
are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Level 2 inputs
are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted
prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices
such as interest rates.
Level 3: Level 3 inputs
are unobservable inputs.
The following required disclosure of the estimated
fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies.
However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different
market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The methods and assumptions used to estimate the
fair values of each class of financial instruments are as follows: Accounts Receivable, and Accounts Payable. The items are generally
short-term in nature, and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations
of their fair values.
The carrying amounts of Notes Payable approximate
the fair value as the notes bear interest rates that are consistent with current market rates.
Income Taxes
We follow ASC 740-10-30, which requires recognition
of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
We adopted ASC 740-10-25 (“ASC 740-10-25”)
with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to
be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim
periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits
according to the provisions of ASC 740-10-25.
Net income (loss) per common share
Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common
shares assumes that the Company incorporated as of the beginning of the first period presented. For the years ended December 31, 2008
and 2007, the diluted loss per share is the same as the basic loss per shares as the inclusion of any potentially dilutive shares would
result in anti- dilution due to the net loss incurred by the Company
Recent Accounting Pronouncements
The Company has implemented all applicable accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has no revenue and accumulated deficit of $5,492,826 as of March 31, 2008. The Company requires capital for its
contemplated operational activities. The Company’s ability to raise additional capital through the future issuances of common stock
is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations,
and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These
conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue
as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.
NOTE 4 – INCOME TAXES
Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being
used.
Net deferred tax assets consist of the following
components as of:
| | |
| March 31, 2008 | | |
| December 31, 2007 | |
| Federal income tax benefit attributable to: | |
| | | |
| | |
| Current Operations | |
$ | – | | |
$ | – | |
| Less: valuation allowance | |
| – | | |
| – | |
| Net provision for Federal income taxes | |
$ | – | | |
$ | – | |
The income tax provision differs from the amount of income tax determined
by applying the U.S. federal income tax rate to pretax income from continuing operations for the fiscal years ending, due to the following:
| | |
March 31, 2008 | | |
December 31, 2007 | |
| Deferred tax asset attributable to: | |
| | | |
| | |
| Net operating loss carryover | |
$ | (5,492,826 | ) | |
$ | (5,316,374 | ) |
| Less: valuation allowance | |
| 5,492,826 | | |
| 5,316,374 | |
| Net deferred tax asset | |
$ | – | | |
$ | – | |
At March 31, 2008, the Company had net operating
loss carry forwards of approximately $5,492,826 that may be offset against future taxable income. No tax benefit has been reported in
the March 31, 2008 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the
Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations.
Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the
Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2015.
NOTE 5 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through the date that the financial statements were issued and has identified the following
events to disclose in these financial statements.
On 15th day of February 2015, the company
filed an article of amendment for a change of name to FLASHZERO CORP
On April 1, 2022, CS Diagnosis of Germany acquired
the majority control of FlashZero. CS Diagnostics is a pharmaceutical international wholesaler and manufacturer of medical technology
with all necessary licenses. For more than 10 years we have been supplying national and international specialists, practices, clinics
as well as ministries of health and working close with universities, experts and opinion leaders. CS Diagnostics is offering access to
international pharmaceutical markets and the service of approval of medical products. Furthermore, CS Diagnostics is developing own products
with the aim of maximizing patient benefit. We guarantee the fulfillment of our product promises by means of our own post-market studies
and by providing support to customers and users through our experts.”
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be
read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report.
Forward-Looking Statements
The following information contains certain forward-looking
statements of management of the Company. Forward-looking statements are statements that estimate the happening of future events and are
not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,"
"could," "expect," "estimate," "anticipate," “plan,” "predict," "probable,"
"possible," "should," "continue," or similar terms, variations of those terms or the negative of those terms.
The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions
made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
Critical Accounting Policies and Estimates
The Company's financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company
as a going concern. The preparation of these financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the 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.
RESULTS OF OPERATIONS
Selected Financial Data
The following selected statement of operations
and balance sheet data for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007 were derived from
our financial statements and notes thereto included in this report which are unaudited. Historical results are not necessarily indicative
of results that may be expected for any future period. The following data should be read in conjunction with "Plan of Operation"
below, and our unaudited financial statements, including the related notes to the financial statements.
| | |
For the three months ended March 31, 2008 | | |
For the three months ended March 31, 2007 | |
| Statement of Operations Data: | |
| | |
| |
| Net revenues | |
$ | – | | |
$ | 166 | |
| Operating expenses | |
$ | 163,816 | | |
$ | 280,650 | |
| Operating loss | |
$ | (163,816 | ) | |
$ | (280,816 | ) |
| Net loss | |
$ | (176,452 | ) | |
$ | (291,629 | ) |
| | |
March 31, 2008 | |
| Balance Sheet Data: | |
| |
| Total assets | |
$ | 42,676 | |
| Total liabilities | |
$ | 2,108,639 | |
| Total stockholders' deficit | |
$ | (3,094,792 | ) |
Our total operating expenses decreased by $116,834
for the three months ended March 31, 2008, as compared to the three months ended March 31, 2007. The major change was a decrease of $117,920
in general and administration expenses.
(Note: The following constituted our business
plan during the 2008 and 2009 fiscal years. After an analysis of the lack of progress, the Company filed a Form 15 with the SEC on July
28, 2010. The new Board has determined to seek other opportunities, and so the following Plan of Operation is no longer effective.)
Plan of Operation
This plan of operation contains forward-looking
statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including, but not limited to, those described elsewhere in this report.
On September 10, 2002, we entered into a License
Agreement with Two Dog Net (‘TDN”) for an exclusive worldwide license to market and sell The Children’s Internet®
service. We subsequently replaced the royalty and license agreement with a new Wholesale Sales & Marketing Agreement dated March 3,
2003. The new agreement provides for us to be the exclusive marketers of TDN’s proprietary secure Internet service for children
at the pre-school to junior high levels called The Children’s Internet®. We further amended this agreement in February 2005
to decrease the per user fee to TDN from $3.00 to $1.00. In consideration for this decrease of the royalty fee, TDN was granted an option
to acquire 18,000,000 shares of the Company’s restricted common stock at an exercise price of $.07 per share for five years from
the date of grant. The shares underlying the option have “piggy back” registration rights for a period of one year following
any exercise of the option.
TDN did not give written notice to terminate the
contract one year prior to the expiration of the initial five-year term. Therefore, the licensing agreement was automatically renewed
for an additional five years expiring in 2013.
The Company released The Children’s Internet®,
version 9.0, to the market on March 2, 2006. The Company is the exclusive marketer and distributor of The Children's Internet® membership-based
service created just for kids. In the August 2004 issue of PC Magazine, The Children's Internet® was ranked as Editors' Choice in
the category of "Kids' Browsers and Services," and was voted number one over AOL, EarthLink and MSN Premium 9. Additionally
in August 2006, The Children's Internet® was declared winner of Outstanding Products of 2006 by iParenting Media Awards in the software
category. Shortly thereafter in September 2006, The Children's Internet® received the coveted National Parenting Center's Seal of
Approval.
We believe The Children's Internet® is the
most comprehensive, smart solution to the problems inherent to a child’s unrestricted and unsupervised Internet access. We offer
a protected online service and "educational super portal" specifically designed for children, pre-school to junior high, providing
them with SAFE, real-time access to the World Wide Web; access to hundreds of thousands of the best pre-selected, pre-approved educational
and entertaining web pages accessed through a secure propriety browser and search engine.
During 2007, the technology on which the product
is based and the functionality of the service was improved. The Company, through TDN, also substantially upgraded the underlying system
infrastructure by increasing redundant servers and improving control procedures which in turn increased the reliability of the service.
Additionally, during the first quarter of 2007, where appropriate, the Company contracted with third party companies to outsource administrative
support services and effectively put in place the infrastructure to support the marketing initiatives. These outsource providers handled
telemarketing and the order taking process and media placement.
RESULTS
OF OPERATIONS FOR THREE MONTH PERIOD ENDED MARCH 31, 2008 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2007
Revenue
We recognized
$0 and $166 revenue during the three months ended March 31, 2008 and 2007, respectively.
General
and Administrative Expenses
During
the three months ended March 31, 2008, we incurred general and administrative expenses of $162,730.
By comparison,
during the three months ended March 31, 2007, we incurred general and administrative expenses of $280,650.
Operating Loss
During the
three months ended March 31, 2008 and 2007, we incurred depreciation of $1,086 and $0, respectively. During the three months ended March
31, 2008 and 2007, we recognized operating losses of ($163,816) and ($280,816), respectively.
Loss before Income Tax
During the
three months ended March 31, 2008 and 2007, we incurred other expenses of ($12,636) and ($10,813), respectively. During the three months
ended March 31, 2008 and 2007, we recognized losses before income tax of ($176,452) and ($291,629), respectively.
Provision for Income Tax
No provision
for income taxes was recorded during the three months ended March 31, 2008 and 2007.
Net Loss
During the
three months ended March 31, 2008 and 2007, we recognized net losses of ($176,452) and ($291,629), respectively, due to the factors discussed
above.
CASH
FLOW
As of March 31, 2008, we had cash or cash equivalents
of $653, deposit held in escrow of $37,378, fixed assets of $4,645, no revenue generating activities or other source of income and we
had outstanding liabilities of $3,137,470 and a shareholders’ deficit of $(3,094,792).
By comparison, as of December 31, 2007, we had
cash or cash equivalents of $37,482, fixed assets of $3,613, no revenue generating activities or other source of income and we had outstanding
liabilities of $2,963,553 and a shareholders’ deficit of ($2,920,340).
Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance
that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.
Future losses are likely to occur as we have no
sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent
public accountants in their report for the financial statements for the years ended December
31, 2007 and 2006, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
CRITICAL
ACCOUNTING POLICIES
All companies are required to include a discussion
of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate
our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions.
Our significant accounting policies are described
in Note 2 of our Unaudited Financial Statements above. These policies were selected because they represent the more significant accounting
policies and methods that are broadly applied in the preparation of our financial statements.
Inflation
In the opinion of management, inflation has not
and will not have a material effect on our operations in the immediate future.
Management will continue to monitor inflation
and evaluate the possible future effects of inflation on our business and operations.
Off-Balance Sheet Arrangements
Per SEC regulations, we are required to disclose
our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such
as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources
that are material to investors. As of March 31, 2008, we have no off-balance sheet arrangements.
Share-based Compensation
The cost of equity instruments issued to non-employees
in return for goods and services is measured by the fair value of the equity instruments issued in accordance with ASC 718, “Compensation
- Stock Compensation.” Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee
services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
Recently Issued Accounting Pronouncements
We have reviewed all the recently issued, but
not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial
statements.
Contractual Obligations
None.