The following excerpt is from the company's SEC filing.
September 30, 2016
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
Financial Statements (Unaudited)
Managements Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures
PART II - OTHER INFORMATION
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q (this Report) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as anticipate, believe, estimate, intend, could, should, would, may, seek, plan, might, will, expect, predict, project, forecast, potential, continue negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
CERTAIN TERMS USED IN THIS REPORT
When this report uses the words we, us, our, and the Company, they refer to Real Estate Contacts, Inc. SEC refers to the Securities and Exchange Commission.
PART IFINANCIAL INFORMATION
Index to Financial Statements
Balance Sheets, as of September 30, 2016 (unaudited) and December 31, 2015
Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)
Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)
Notes to Financial Statements (unaudited)
Total current assets
Liabilities and Stockholders' Deficit
Accrued salaries, payroll taxes and related expenses
Due to principle shareholder, related party
Notes payable, principle shareholder, related party
Convertible notes payable
Total current liabilities
Commitments and Contingencies (Note 10)
Preferred Stock A $.0001 par value, 500,000 shares authorized; 50,935 and 0 issued and outstanding, respectively
Preferred Stock B $.001 par value, 500,000 shares authorized; none issued and outstanding
Common Stock, $0.00001 par value, 249,000,000 shares authorized; 246,724 and 106,724 shares issued and outstanding, respectively
Additional paid-in capital
Total stockholders' deficit
Total Liabilities and Stockholders' Deficit
The accompanying notes are an integral part of these unaudited financial statements.
For the Three Months Ended
For the Nine Months Ended
Compensation and related costs
General and administrative
Impairment of website
Total operating expenses
Net loss from operations
Other income (expense):
Change in fair value of derivative liability
Gain on extinguishment of debt
Total other income (expense)
Net income/(loss) before provision for income taxes
Provision for income taxes
Income/(loss) per share, basic and dilutive
Weighted average shares outstanding, basic and dilutive
Cash Flows from Operating Activities:
Adjustment to reconcile net loss to net cash provided by operations:
Stock based compensation
In kind contribution of rent
Amortization of debt discounts and financing costs
Changes in assets and liabilities:
Due to principal shareholder
Net Cash Used in Operating Activities
Cash Flows from Financing Activities:
Proceeds from notes and advances, principal shareholder
Repayments of notes payable
Cash proceeds from the sale of common stock
Net Cash Provided by Financing Activities
Net increase (decrease) in cash
Cash at beginning of period
Cash at end of period
Supplemental cash flow information:
Reclassification of derivative liability to additional paid in capital upon settlement of notes payable
Settlement of convertible notes in exchange for common shares
Settlement of accrued interest in exchange for common shares
Reduction of amount due to principal stockholder and cancellation of common stock in exchange for issuance of preferred stock
REAL ESTATE CONTACTS, INC.
Notes to the Financial Statements
For the nine months ended September 30, 2016
Real Estate Contacts, Inc. ("The Company") was formed on March 10, 2005 as a Florida Corporation and is based in Parrish, Florida. The Company engages in the ownership and operation of a real estate advertising portal website. Real Estate Contacts, Inc. provides a comprehensive online real estate search portal that consists of an advertising and marketing platform for real estate professionals.
The Company provides consumers the opportunity to view real estate listings and homes for sale in their local markets. We enable real estate professionals to better promote themselves and their listings and connect with transaction-ready consumers through our online website. Our current real estate search website will enable real estate professionals to increase their visibility and promote their listings.
Real Estate Contacts, Inc. intends to provide a service that enables real estate professionals to capture, cultivate, and convert leads which cater to prospective home buyers and sellers from our Real Estate Search engine website (
The company is in the first stage of development for our new national real estate website, (
We plan to build, design and launch a real estate website that will consist of local community city pages that feature real estate agents, brokers, and offices on an exclusive basis. Each one of our Real Estate Contacts would be featured exclusively in the city that they work and include a profile page and a community page.
The Companys business is conducted solely within the Internet.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim information and with the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
In the opinion of management, all adjustments consisting of a normal and recurring nature considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2016 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2016.
For further information, refer to Real Estate Contacts, Inc.s (the Company) audited financial statements and notes thereto included in the year ended December 31, 2015 Form 10K filed with the Securities and Exchange Commission.
All share and per share information contained in this report gives retroactive effect to a 1 for 1,000 reverse stock split, effective June 10, 2014, a 1 for 10 reverse stock split, effective January 21, 2015, a 1 for 100 reverse stock split effective June 15, 2015, and a 1 for 10,000 reverse stock split of outstanding common stock, effective July 15, 2016.
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 revenues and expenses during the reported period. Actual results could differ from those estimates. Our most significant estimates are for stock based compensation, and derivative assumptions used in calculating derivative liabilities and valuation and estimated useful life of website. We evaluate our estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Our reclassifications were made to common stock and additional paid in capital, due to reverse splits in 2016 and 2015, which were retroactively adjusted to presentations of the 2016 and 2015 balance sheet. Additional reclassifications were made to accrued interest and the convertible note principal balances to reclassify interest default penalties incurred from convertible note payable balances to accrued interest. These reclassifications had no effect on reported losses.
The Companys balance sheets include the following financial instruments: cash, accounts payable, accrued expenses, notes payable and payables to a stockholder. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying values of the notes payable and amounts due to stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities. The derivative liability has been valued at fair market value, in consideration of the fair value of the potential future consideration that may be required upon settlement under the terms of the convertible debt instruments.
FASB Accounting Standards Codification (ASC) topic, Fair Value Measurements and Disclosures, defines fair value 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 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entitys own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016.
Cash Flow Reporting
The Company follows ASC 230,
Statement of Cash Flows
, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (indirect method) as defined by ASC 230,
, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
Cash and Cash Equivalents
Cash is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at either September 30, 2016 or as of December 31, 2015.
The Company currently does not issue credit on services provided, therefore there are no accounts receivable. No allowance for doubtful accounts is considered necessary to be established for amounts that may not be recoverable, since there has been no credit issued.
Website Development Costs
The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 Website Development Costs. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred.
The Company placed its main website (
) into service prior to 2008, with a redesign of the website in 2015. Our video website channel (www.realestatevideochannels.com) and our other website (www.realestatevideowebsites.com) were shut down in September 2015 by the website hosting company. All costs associated with these websites are subject to straight-line amortization over there expected useful life, a five year period. As of December 31, 2015, the Company impaired the carrying value of capitalized costs associated with our websites and recognized an impairment loss in the amount of $92,449.
In accordance with ASC 350-30-65 Goodwill and Other Intangible Assets", the Company assesses the impairment of identifiable
intangible assets, including website development costs, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following:
Significant underperformance compared to historical or projected future operating results;
Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and
Significant negative industry or economic trends.
When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.
Due to multiple issues with our programmer, who hosts our website, management believes that the website may not be functional to the required specification. Management believes that significant modifications may be necessary. Based on the information available to management, in consideration of all issues, an impairment loss of $92,449 was recognized in the quarter ended December 31, 2015 for the carrying value of the website development costs.
The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605,
In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.
Consideration for future advertising services are paid by customers in advance of those services being provided. Advertising revenue is recognized ratably over the period that the services are subscribed, generally a one year period, net of any estimates for chargebacks or refunds. The unearned portion of the advertising revenue is deferred until future periods in which the subscription is earned.
The Company has not issued guarantees or other warrantees on the advertising subscription success or results. The Company has not experienced any refund requests or committed to any adjustments for terminated subscriptions. The Company does not believe that there is any required liability.
Stock Based Compensation
In December 2004, the FASB issued FASB ASC No. 718,
Compensation Stock Compensation
(ASC 718). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
Equity instruments (instruments) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB ASC 718. FASB ASC No. 505,
Equity Based Payments to Non-Employees
(ASC 505) defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.
The Company accounts for income taxes pursuant to the provisions of ASC 740-10, Accounting for Income Taxes, which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
The Company follows the provisions of the ASC 740 -10 related to,
Accounting for Uncertain Income Tax Positions.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or
aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
The Company has adopted ASC 740-10-25
Definition of Settlement,
which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of December 31, 2015, tax years ended December 31, 2014, 2013, and 2012 are still potentially subject to audit by the taxing authorities.
Earnings Per Share
Basic income per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260,
Diluted income per share includes the dilutive effects of stock options, warrants, and stock equivalents. To the extent stock options, stock equivalents and warrants are anti-dilutive; they are excluded from the calculation of diluted income per share. As of September 30, 2016 there were approximately 589,713 share equivalents, as calculated, for potential conversion demand of our outstanding convertible notes.
Recently Issued Accounting Pronouncements
We have reviewed all FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.
The Company has a history of losses and has an accumulated deficit from inception of approximately $16.7 million. Additionally, the Company has negative working capital of approximately $1.5 million at September 30, 2016, a stockholders deficit of approximately $1.5 million, and negative operating cash flows of approximately $10,966 for the nine months ended September 30, 2016. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to build and maintain websites and to provide services and support to its customers and users. There may be other risks and circumstances that management may be unable to predict.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Related Party Transactions
On March 4, 2013, we entered into an employment agreement with Robert DeAngelis, our Chief Executive Officer. The employment agreement is for a period of three years and can be cancelled upon written notice by either employee or employer (if certain employee acts of misconduct are committed).The total minimum aggregate annual amount due under the employment agreement is $120,000 plus bonuses. For the nine months ending September 30, 2016 and 2015, the Company recorded compensation expense in the amount of $90,000 and $90,000, respectively.
The majority shareholder has advanced funds or deferred contractual salaries since inception, for the purpose of financing working capital and product development. As of September 30, 2016, the Company owed $57,707. There are no repayment terms to
these advances and deferrals. The Company has accrued interest at a minimal variable rate, currently 3%. Management will periodically adjust this rate following guidelines of applicable federal rates.
Additionally, the majority shareholder has advanced funds, in the form of promissory notes, in the amount of $31,250 as of September 30, 2016. These promissory notes mature and are payable in six months from the date issued and have a minimal stated interest. Interest is accrued at 3% on these notes.
Total interest accrued on these advances and notes is $20,451 as of September 30, 2016.
The Company has minimal needs for facilities and operates from office space provided by the majority shareholder. There are no lease terms. For the nine months ended September 30, 2016 and 2015, rent has been calculated based on the limited needs at a fair market value of the space provided. Rent expense was $900 and $0 for the nine months ended September 30, 2016 and 2015, respectively. The rental value provided has been recognized as an operating expense and treated as a contribution to capital.
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.
In August 2016, the sole director, Robert DeAngelis, accepted an offer to convert $165,500 of the Companys existing indebtedness payable to Robert DeAngelis. The transaction involved the issuance of 50,935 shares of the Companys newly designated Series A Preferred Shares to Mr. DeAngelis and retiring 60,000 of his shares of common stock. The value of the preferred stock issued was deemed to be equal to the converted indebtedness.
During the nine months ended September 30, 2016 and 2015, the Company issued nil and 48,500,000 shares, respectively, of common stock to the Chief Executive Officer in exchange for services. These shares were valued at the closing market prices of the stock at the date of grant, resulting in the recognition of $0 and $1,140,000 in compensation expense.
Accrued expenses consist of:
Accrued professional fees
Accrued salaries, payroll taxes and related expenses (a)
Total accrued expenses
(a) The Company has paid or accrued compensation to its Chief Executive Officer totaling $90,000 and $1,290,000 during the nine month periods ending September 30, 2016 and 2015, respectively. However, the Company has not paid the related payroll taxes, consisting primarily of Social Security and Medicare taxes. As a result, the Company has established an accrued liability for the compensation and related taxes, along with the estimated interest and penalties of $544,188 and $537,171 at September 30, 2016 and December 31, 2015, respectively.
Deferred revenues are derived from the unearned portion of advertising subscriptions. Advertising revenue is generated primarily from annual subscription transactions. Revenue is earned ratably over the expired portion of the subscription term. The unearned portion is deferred until earned through the passage of time based on the subscription term. As of September 30, 2016 and December 31, 2015, there was no deferred revenue.
The notes outstanding are summarized by their terms below:
Schedule of Debt
Convertible promissory notes, various lending institutions, maturing at variable dates ranging from 180 days to one year from origination date, 8-10% interest and in default interest of 12-22%, convertible at discount to trading price (25-50%) based on various measurements of prior trading, at face value of remaining original note principal balance, net of unamortized debt discounts attributable to derivative liabilities, and deferred financing costs in the amount of $0 and $0, respectively.
Notes in default as of September 30, 2016 totaled $53,409 and *delinquency penalties have been assessed accordingly.
Under the terms of the convertible debt agreements there are certain default provisions related to timely financial filings and insufficiency of authorized shares available to be issued. The default provisions may or may not be enforced at the discretion of the lender. The Company has recognized additional interest expense and increased accrued interest for the potential interest penalty clauses available to the lenders.
Summary of convertible note transactions:
Convertible notes, December 31
Payments and adjustments
Convertible notes, September 30
The Company evaluated the terms of the convertible notes, in accordance with ASC Topic No. 815 - 40,
Derivatives and Hedging - Contracts in Entitys Own Stock
and that the underlying common stock is indexed to the Companys common stock. The Company determined that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for the embedded conversion option. Since these notes contain conversion price adjustment provisions (i.e., down round, or ratchet provisions), the Company determined that the embedded conversion options met the definition of a derivative. The Company recognized a debt discount on the notes for the derivatives as a reduction (contra-liability) to the Convertible Notes Payable. The debt discounts are being amortized over the life of the notes. The Company recognized financing costs for charges by the lender for original issue discounts and other applicable administrative costs, normally withheld from proceeds, which are being amortized as finance cost over the life of the loan.
A derivative liability, in the amount of $576,757 has been recorded as of September 30, 2016, related to the above convertible notes. The derivative value was calculated using the Black-Scholes method. Assumptions used in the derivative valuation were as follows:
Risk-free interest rate
Expected lives (years)
Expected price volatility
ASC 825-10 defines fair value 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 825-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 describes three levels of inputs that may be used to measure fair value:
Quoted prices in active markets for identical assets or liabilities;
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
The Companys Level 3 liabilities consist of the derivative liabilities associated with the convertible notes. At September 30, 2016, all of the Companys derivative liabilities were categorized as Level 3 fair value liabilities. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
Level 3 Valuation Techniques
Total Derivative Liabilities
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. At the date of the original transaction, we valued the convertible note that contains down round provisions using a Black-Scholes model, with the assistance of a valuation consultant, for which management understands the methodologies. This model incorporates transaction details such as the Companys stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior. Using assumptions, consistent with the original valuation, the Company has subsequently used the Black-Scholes model for calculating the fair value, as of September 30, 2016:
The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine month period ending September 30, 2016:
Balance, December 31, 2015
Reclassification to additional paid in capital upon settlement of notes payable
Total losses realized and included in net income
Balance, September 30, 2016
The Company has authorized 249,000,000 shares of Common stock, par value $0.00001, of which 246,724 and 101,889 shares were issued and outstanding as of September 30, 2016.
In September 2016, the Company issued 200,000 shares of common stock for cash to two investors. The transactions were valued at $0.025 per share, totaling $5,000.
Preferred Stock, Series A
The Company has authorized 500,000 shares of Preferred, Series A stock, par value $0.0001, of which 50,935 and -0- shares were issued and outstanding as of September 30, 2016 and 2015, respectively. Each share of Series A Preferred Stock has voting rights equal to 5,000 common shares. There are no conversion features.
On August 29, 2016, the sole director accepted an offer to convert $165,500 of the existing indebtedness due to Robert DeAngelis and to cancel 60,000 of his shares of common stock in exchange for the issuance of 50,935 shares of the Companys newly designated Series A Preferred Shares.
During the nine months ended September 30, 2016, the Company did not issue stock in the form of compensation.
The Company issued 64,800 shares of common stock to the Chief Executive Officer in exchange for services during the nine months ended September 30, 2015. These shares were valued at the fair market value of the stock at the date of grant, resulting in the recognition of $1,290,000 in compensation expense.
Conversions of debt
During the nine months ended September 30, 2016, the Company did not issue shares in connection with its convertible notes.
On June 10, 2016, the Company settled a convertible note payable carrying a principal balance of $9,175 and accrued interest of $4,346 for consideration of $3,000, resulting in a gain on settlement of $11,031.
On March 11, 2016, the Company settled a convertible note payable carrying a principal balance of $19,397 and accrued interest of $7,795 for consideration of $2,000, resulting in a gain on settlement of $25,192.
In the three month period ending March 31, 2015, the Company converted notes of $81,518 and accrued interest of $4,565 into 994,327,859 common shares, in accordance with terms of the agreements. The conversion price, per agreement, was discounted to the fair market trading value. The Company recorded the exchange at the fair market value of the shares converted, the excess of which was charged against the derivative liability. The fair market value of the stock was $180,551, of which $94,468 off set the established derivative liability.
During the nine month periods ended September 30, 2016 and 2015, the Company recorded in-kind contributions for rent expense in the amount of $900 and $0, respectively.
The Companys Board of Directors approved reverse stock splits of: 1 for 1,000 on June 10, 2014; 1 for 10 on January 21, 2015; and 1 for 100 on June 15, 2015, and a 1 for 10,000 reverse stock split of your outstanding common stock, effective July 15, 2016. All shares have been retroactively restated for this reverse stock split.
There are no warrants or options currently outstanding.
Amendment to the Articles of Incorporation
On August 19, 2015, the Board of Directors recommended and the majority shareholder (holding 56% of the voting shares) voted in favor of increasing the authorized capital of the Company to One Billion Five Hundred Million (1,500,000,000) shares. Accordingly, the total authorized capital of the Company is comprised of One Billion Four Hundred Ninety Nine Million (1,499,000,000) shares of common stock, par value $0.00001 per share; 500,000 (five hundred thousand) shares of Preferred Stock, Series
A, par value $0.0001 per share; and 500,000 (five hundred thousand) shares of Preferred Stock, Series B, par value $0.001 per share.
On January 14, 2016, the Company filed Articles of Amendment with the Secretary of State of Florida decreasing the authorized capital of the Company from One Billion Five Hundred Million (1,500,000,000) Shares to One Million One Hundred Forty-Nine Thousand Nine Hundred (1,149,900) shares. This consisted of 500,000 shares of preferred stock, Series A, par value $0.0001per share; 500,000 shares of preferred stock, Series B, par value $0.001 per share, and 149,900 shares of Common Stock, par value $0.00001 per share. This was done in anticipation of a 1 for 10,000 reverse stock split which became effective July 15, 2016. The financial statements for all periods presented have been retroactively adjusted to reflect this stock split.
On July 20, 2016, the Board of Directors recommended and the majority shareholder (holding 61% of the voting shares) voted in favor of increasing the authorized capital of the Company from One Million One Hundred Forty-Nine Thousand Nine Hundred (1,149,900) Shares to Two Hundred Fifty Million (250,000,000) shares, to be effective July 20, 2016. No change was made to the number of preferred shares authorized. Accordingly, as of July 20, 2016, the total authorized capital of the Company will be comprised of Two Hundred Forty Nine Million (249,000,000) shares of common stock, par value $0.00001 per share; 500,000 (Five Hundred Thousand) shares of Preferred Stock, Series A, par value $0.0001 per share; and 500,000 (Five Hundred Thousand) shares of Preferred Stock, Series B, par value $0.001 per share. The financial statements for all periods presented have been retroactively adjusted to reflect this recapitalization.
As of September 30, 2016, the total number of shares this corporation is authorized to issue is 250,000,000 (two hundred fifty million), allocated as follows among these classes and series of stock:
Preferred Stock Class, Series A
Preferred Stock Class, Series B
No preferred shares have been issued.
From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no known or potential matters that would have a material effect on the Companys financial position or results of
The Companys operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.
There were no operating or capital lease commitments as of September 30, 2016 and September 30, 2015.
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed except as described below.
In the interest of full disclosure, the Company hereby discloses the following non-public information reported on a Form 8-K:
On November 15, 2016, the Company approved the signing of a non-binding Letter of Intent (LOI) for the acquisition of all assets, trade secrets, intellectual property, and proprietary information of Patriot Bioenergy Corporation, a Kentucky corporation. If after a period of due diligence all terms and conditions are agreed and conditions to Closing are met, definitive agreements would be executed. If Closing occurs as anticipated, these transactions would be dilutive to existing shareholders. No assurance can be had that the above transactions will be satisfactorily concluded. If these transactions are in fact concluded, the acquisitions will be reported in a report on Form 8-K.
The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Plan of Operations
Our plan of operation is to operate a real estate search engine portal website. We want to position our company as the first of its kind national real estate search engine/social community/media network that matches buyers, sellers, brokers, and professionals anywhere in the world.
What makes us different?
Real Estate professionals use the internet to generate leads. The top sources of internet leads are company and agent websites. Each real estate professional on our website will be the EXCLUSIVE agent in the city that they service in and will have their own profile page that contains the agents information and bios with links to their listings. Each agent will also have their own exclusive community city page that will feature write ups about their community, photo galleries, interactive maps, several links to include demographics, community services, advertising banners from various other local businesses that work in the real estate field such as local mortgage brokers, title companies, real estate attorneys, contractors, among others in the real estate profession.
Products and Services
Our real estate search website,
, will allow real estate professionals and consumers to interact through the internet as a business medium and features the real estate professionals current listings and profiles in their geographic service areas enabling potential home buyers to view real estate listings and homes that are for sale and featured on the real estate professionals website. This format is called a lead-generation program for real estate professionals that are on the
We aim to offer real estate agents, brokers, and offices the opportunity to become the exclusive real estate contact in the city that they serve on
for a yearly fee.
We believe our services will empower consumers and drive more business for real estate professionals as well as small business owners. Participating real estate brokers, offices and agents receive coverage in the cities, areas and territories that they service.
The Company plans to generate its revenue from selling advertising to real estate professionals on our real estate portal.
Our business strategy is an ease-of-use approach which allows the consumer to view listings of homes from their local real estate office, broker or agent. This service is provided from our real estate search website (
). Our policy of having the agent, broker, or office be exclusive in their city will eliminate all of their competition for that city. For this reason we believe our concept will have a high level of interest from any real estate professional.
Currently, while there are other real estate directories and portals on the internet, no one features real estate agents on exclusive basis. We believe this approach will be attractive to real estate professionals in each locale.
We plan to grow revenues from the advertising sales from real estate professionals on our current website in the next 12 months by undertaking the following steps:
Devote greater resources to marketing and selling our services such as developing and creating a more productive advertising sales division within our company by the hiring of advertising sales account executives.
Focus to expand our network of advertisers and real estate professionals by increasing our online presence to include various marketing channels such as the major search engines, Google, Yahoo and Bing.
Expand our companys public relations by creating more brand awareness on the internet. An example would be to focus on other social media websites such as Facebook, Twitter, and LinkedIn.
Develop other marketing programs to efficiently increase our brand awareness such as email campaigns, newsletters, linking our website to other real estate business websites, real estate portals and directories.
We intend to continue, maintain and aggressively pursue to build our advertising campaign around all internet related marketing concepts, such as search engine optimization, banner advertising and social media networks to help manage and geographically target consumer traffic and lead volume.
We plan to increase our online Search Engine Marketing to create more unique users Focus on driving more internet traffic and unique visitors to our websites by using these search engine marketing techniques.
The number of real estate professionals (advertisers) on our websites is an important driver of revenue growth because each advertiser pays us a yearly fee to participate in the advertising of their services.
Limited Operating History
We have generated a limited financial history and have not previously demonstrated that we will be able to expand our business through increased investment in marketing activities. We cannot guarantee that the expansion efforts described in this Registration Statement will be successful. The business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.
Future financing may not be available to us on acceptable terms. If debt financing is not available or not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.
For the three months ended September 30, 2016 compared to September 30, 2015
The Company earned no revenues for the three month periods ended September 30, 2016 and 2015, respectively.
Operating expenses were $45,516 and $304,788 for the three month periods ended September 30, 2016 and 2015, respectively and interest expense was $6,868 and $10,910, respectively. The Company recorded a loss of $208,352 on the change in the fair value of its derivative financing for the three months ended September 30, 2016, and recorded a gain of $34,508 for the three months ended September 30, 2015. The change is largely indicative of increased volatility in the fair value of the Companys common stock.
For the nine months ended September 30, 2016 compared to September 30, 2015
Revenues generated were $0, and $199 for the nine month periods ended September 30, 2016 and 2015, respectively. Revenue was generated from annual subscription dues.
Operating expenses were $129,822 and $1,619,546 for the nine month periods ended September 30, 2016 and 2015, respectively. The Company recorded non-cash expenses related to compensation, in the amount of $0 and $1,290,000 for the nine months ending September 30, 2016 and 2015, respectively. For the nine months ending September 30, 2016, the company recorded a gain on the extinguishment of debt in the amount of $36,223, also a non-cash charge. The decrease in operating expenses is largely attributable to reduced stock-based compensation to the sole executive officer and director and related payroll taxes, penalties and interest. We anticipate that our professional fees will remain significant as we maintain our compliance with our public reporting requirements.
For the nine months ended September 30, 2016, the company recorded a gain on the extinguishment of debt in the amount of $36,223 as compared to $0 for the prior nine months ended September 30, 2015. Interest expense was $65,328 and $111,027 for the nine months ended September 30, 2016 and 2015, respectively. The Company recorded a loss of $115,129 on the change in the fair value of its derivative financing for the nine months ended September 30, 2016 as compared to a gain of $361,480 for the nine months ended September 30, 2015. The change is largely indicative of increased volatility in the fair value of the Companys common stock.
Capital Resources and Liquidity
The Company is currently financing its operations primarily through loans, equity sales and advances from shareholders. We believe we can currently satisfy our cash requirements for the next six months with our expected capital to be raised in private placement and sales of our common stock. Additionally, we will begin to use our common stock as payment for certain obligations and to secure work to be performed.
At September 30, 2016, the Company has cash in the amount of $314. The Company anticipates increasing revenue, which will mitigate partial cash flow deficiencies, however at the present time our revenues will not cover our cash requirements. Management does not believe that is has adequate cash resources to meet the requirements to develop certain aspects of our business plan, however, should be sufficient to meet our current obligations, as the amount represents approximately nine months to one year of our run rate of operating expenses. In consideration of the potential shortfall in adequate resources, management has disclosed its going concern and our auditor has also expressed in their auditors report. Management believes that financial support from the majority shareholder to pay minimal and necessary incurred expense will allow the Company to benefit from advertising revenue streams, currently in-place, to produce the anticipated cash flow necessary to support operations.
At September 30, 2016, we have a negative working capital of $1,521,497 and we have used cash of $10,966 in our operating activities.
We do believe that we will have enough cash to support our daily operations, at reduced levels of development, beyond the next 12 months while we are attempting to expand operations and produce revenues. Although we believe we have adequate funds to maintain our current operations for the near term, we do not believe that we have the required funding to expand our product offering (web video channel and other possible alternative service offerings). We estimate the Company needs an additional $200,000 to fully implement its business plans over the next twelve months. In addition, we anticipate we will need an additional minimum of $120,000 to cover operational and administrative expenses for the next twelve months. The majority shareholder has committed to cover any cash shortfalls of the Company, although there is no written agreement or guarantee. If we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations.
Future financing for our operations may not be available to us on acceptable terms. To raise equity will require the sale of stock and the debt financing will require institutional or private lenders. We do not have any institutional or private lending sources identified. If debt financing is not available or not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.
The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.
We anticipate that depending on market conditions and our plan of operations, we may incur significant continuing operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
Management Consideration of Alternative Business Strategies
In order to continue to protect and increase shareholder value management believes that it may, from time to time, consider alternative management strategies to create value for the company or additional revenues. Strategies to be reviewed may include acquisitions; roll-ups; strategic alliances; joint ventures on large projects; issuing common stock as compensation in lieu of cash; and/or mergers.
Management will only consider these options where it believes the result would be to increase shareholder value while continuing the viability of the company. At the current time, there have been no planned commitments to any independent considerations mentioned above.
Recent Accounting Pronouncements
The Financial Accounting Standards Board and other standard-setting bodies issued new or modifications to, or interpretations of, existing accounting standards during the year. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. These recently issued pronouncements have been addressed in the footnotes to the financial statements included in this filing.
Critical Accounting Policies and Estimates
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 revenues and expenses during the reported period. Actual results could differ from those estimates. Our significant estimates include valuation of stock based compensation and derivative liabilities and deferred tax allowances. We evaluate our estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.
In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.
Consideration for future advertising services are made by customers in advance of those services being provided. Advertising revenue is recognized ratably over the period that the services are subscribed, generally a one year period. The unearned portion of the advertising revenue is deferred until future periods in which the subscription is earned.
Off-Balance Sheet Arrangements
The company does not have any off-balance sheet arrangements.
We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Evaluation of Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the Company carried out an evaluation, with the participation of the Companys management, including the Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (the Companys principal financial and accounting officer), of the effectiveness of the Companys disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Companys CEO and CFO concluded that the Companys disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
The company is a small company with limited resources. There is insufficient staff for segregation of duties of accounting functions and for levels of review of our report filings. Due to these constraints, management considers that a material weakness in financial reporting currently exists. Through the use of outside consultants, management is taking actions to remediate this deficiency, including attaining new or additional Board members for oversight.
A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) auditing standard) or combination of control deficiencies that result in more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Changes in internal control over financial reporting.
There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Unregistered Sales of Equity Securities and Use of Proceeds.
Defaults Upon Senior Securities.
Mine Safety Disclosure.
Certification by the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Financial statements from the quarterly report on Form 10-Q of Real Estate Contacts, Inc. for the quarter ended September 30, 2016, formatted in XBRL: (i) the Balance Sheet, (ii) the Statement of Income, (iii) the Statement of Cash Flows and (iv) the Notes to the Financial Statements.
*Pursuant to Rule 406T of Regulation S-T, the XBRL files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: November 16, 2016
Principal Executive Officer, Principal Financial Officer
Principal Accounting Officer and Director
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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