Attached files
| file | filename |
|---|---|
| 8-K/A - Beyond Commerce, Inc. | v195782_8ka.htm |
| EX-99.3 - Beyond Commerce, Inc. | v195782_ex99-3.htm |
| EX-99.2 - Beyond Commerce, Inc. | v195782_ex99-2.htm |
EXHIBIT
99.1
EX-99.1
Audited financial statements of Adjuice, Inc. with balance sheets as of December
31, 2009 and 2008 and statements of income and cash flows for the years ended
December 31, 2009 and 2008, including the report of independent
auditors.
ADJUICE,
INC.
Financial
Statements
For
the twelve month periods ended December 31, 2009 and 2008
|
Report
of Independent Registered Public Accounting Firm
|
F3
|
|
Financial
Statements
|
|
|
Balance
Sheet
|
F4
|
|
Statement
of Operations
|
F5
|
|
Statement
of Cash Flows
|
F6
|
|
Statement
of Stockholders’ Equity
|
F7
|
|
Notes
to Financial Statements
|
F8-13
|
Financial
Statements
-F-2-
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
Stockholders
of Adjuice, Inc.
We have
audited the accompanying balance sheet of Adjuice, Inc. as of
December 31, 2009 and 2008, and the related statement of operations,
stockholders’ equity, and cash flows for the periods then ended and the period
of inception November 24, 2008 through December 31, 2008. These financial
statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Adjuice, Inc. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for the periods then ended and the period of inception November 24, 2008 through
December 31, 2008 in conformity with accounting principles generally accepted in
the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit $540,382 and is
dependent on raising capital to fund future operations. These
conditions raise substantial doubt about its ability to continue as a going
concern. Management’s plans regarding those matters also are
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
Beckstead and Watts, LLP
Henderson,
NV
August
17, 2010
-F-3-
Adjuice,
Inc.
December
31, 2009 and 2008
BALANCE
SHEET
|
December 31,
2009
|
December 31,
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets :
|
||||||||
|
Cash
|
$ | 43,959 | $ | - | ||||
|
Accounts
receivable (less
allowance for doubtful accounts of $14,728)
|
57,113 | - | ||||||
|
Other
current assets
|
4,045 | - | ||||||
|
Total
current assets
|
$ | 105,117 | $ | - | ||||
|
Website,
net
|
1,735,487 | - | ||||||
|
Total
assets:
|
$ | 1,840,604 | $ | - | ||||
|
LIABILITIES AND STOCKHOLDERS’
DEFICIT
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable
|
$ | 50,733 | $ | 329 | ||||
|
Other
current liabilities
|
12,627 | - | ||||||
|
Total
current liabilities
|
$ | 63,360 | $ | - | ||||
|
Long
term secured debt
|
$ | 2,218,626 | $ | - | ||||
|
Total
liabilities:
|
$ | 2,281,986 | $ | - | ||||
|
Stockholders’
deficit :
|
||||||||
|
Common
stock, $0.01 par value, 10,000,000 shares authorized as of December
31, 2009 and 9,900,000 outstanding, 200 shares no par value
authorized as of December 31, 2008.
|
$ | 99,000 | $ | - | ||||
|
Accumulated
deficit
|
(540,382 | ) | (329 | ) | ||||
|
Total
stockholders' deficit
|
$ | (441,382 | ) | $ | (329 | ) | ||
|
Total
liabilities and stockholders' deficit
|
$ | 1,804,604 | $ | - | ||||
The
accompanying notes are an integral part of these financial statements.
-F-4-
Adjuice,
Inc.
STATEMENT
OF OPERATIONS
For
the twelve month period ended December 31, 2009
and
the period Inception (November 24, 2008) through December 31, 2008
|
For the twelve
month period
ended
December 31,2009
|
For the period from
Inception
(November 24, 2008)
through
December 31, 2008
|
|||||||
|
Revenues
|
$ | 548,785 | $ | - | ||||
|
Operating
expenses:
|
||||||||
|
Cost
of goods sold
|
366,848 | - | ||||||
|
Selling
general & administrative
|
168,104 | 329 | ||||||
|
Professional
fees
|
309,702 | - | ||||||
|
Amortization
|
306,263 | - | ||||||
|
Total
costs and operating expenses
|
$ | 1,150,917 | $ | 329 | ||||
|
Interest
expense
|
(176,877 | ) | ||||||
|
Other
income
|
238,956 | - | ||||||
|
Loss
from operations before income taxes
|
$ | (540,053 | ) | $ | (329 | ) | ||
|
Provision
for income tax
|
- | - | ||||||
|
Net
loss
|
$ | (540,053 | ) | $ | (329 | ) | ||
|
Basic
and diluted net loss per common share
|
$ | (0.05 | ) | $ | (0.00 | ) | ||
|
Weighted
average shares of capital outstanding - basic
|
$ | (0.05 | ) | $ | (0.00 | ) | ||
The
accompanying notes are an integral part of these financial statements.
-F-5-
Adjuice,
Inc.
STATEMENT
OF CASH FLOWS
For
the twelve month period ended December 31, 2009
and
the period Inception (November 24, 2008) through December 31, 2008
|
CASH FLOWS FROM OPERATING ACTIVITIES :
|
For the twelve
month period
ended
December 31, 2009
|
For the period
from Inception
(November 24,
2008)
through
December 31,
2008
|
||||||
|
Net
loss
|
$ | (540,053 | ) | $ | (329 | ) | ||
|
Adjustments
to reconcile net (loss) to net cash provided by (used for) operating
activities :
|
||||||||
|
Amortization of
website costs
|
306,263 | - | ||||||
|
Imputed
interest on long-term debt
|
176,877 | |||||||
|
Stock
issued for professional fees
|
61,500 | - | ||||||
|
Allowance
for bad debts
|
75,541 | - | ||||||
|
Stock
issued in connection with debt
|
6,000 | - | ||||||
|
Changes
in components of working capital :
|
||||||||
|
Increase in
accounts receivable
|
(102,248 | ) | - | |||||
|
Increase
in other current assets
|
(33,451 | ) | - | |||||
|
Increase in
accounts payable
|
50,404 | 329 | ||||||
|
Increase in
other liabilities
|
12,626 | |||||||
|
Net
cash provided (used) by operating activities
|
$ | 13,459 | - | |||||
|
CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
||||||||
|
Common
stock issuance
|
$ | 30,500 | - | |||||
|
Net
cash provided by financing activities:
|
$ | 30,500 | - | |||||
|
NET
INCREASE IN CASH AND CASH
EQUIVALENTS
|
$ | 43,959 | - | |||||
|
Cash
and cash equivalents, beginning of period
|
- | - | ||||||
|
Cash
and cash equivalents, end of period
|
$ | 43,959 | - | |||||
|
Interest
paid
|
$ | - | - | |||||
|
Taxes
paid
|
$ | - | - | |||||
The
accompanying notes are an integral part of these financial statements.
-F-6-
Adjuice,
Inc.
STATEMENTS
OF STOCKHOLDERS’ DEFICIT
For
the twelve month period ended December 31, 2009
and
the period Inception (November 24, 2008) through December 31, 2008
|
Common Stock
|
Preferred Stock
|
Additional
|
||||||||||||||||||||||||||
|
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Paid in Capital
|
Accumulated
Deficit
|
Stockholders
Equity
|
||||||||||||||||||||||
|
Balance,
November 24, 2008 (inception)
|
- | - | - | - | - | - | - | |||||||||||||||||||||
|
Net
Loss
|
(329 | ) | (329 | ) | ||||||||||||||||||||||||
|
Balance,
December 31, 2008
|
- | - | - | - | - | (329 | ) | (329 | ) | |||||||||||||||||||
|
Shares
issued to professional for services valued at $0.01 per
share
|
6,150,000 | 61,500 | 61,500 | |||||||||||||||||||||||||
|
Common
stock sold
|
3,150,000 | 31,500 | 31,500 | |||||||||||||||||||||||||
|
Shares
issued in relationship to debt valued
$0.01 per share
|
600,000 | 6,000 | 6,000 | |||||||||||||||||||||||||
|
Net
loss
|
(540,053 | ) | (540,053 | ) | ||||||||||||||||||||||||
|
Balance,
December 31, 2009
|
9,900,000 | $ | 99,000 | 0 | $ | - | $ | - | $ | (540,382 | ) | $ | (441,382 | ) | ||||||||||||||
The
accompanying notes are an integral part of these financial statements.
-F-7-
ADJUICE,
INC.
NOTES
TO FINANCIAL STATEMENTS
|
1.
|
Description
of Business
|
Adjuice,
Inc. (“Adjuice or the “Company”) is a Delaware Corporation
organized November 24, 2008 and commenced operations at that time.
Adjuice, Inc. during the early part of 2009, launched its web site
Adjuice.com. The Adjuice network distributes leads to over 350 retail
clients along seven major verticals, all offering top payouts. Adjuice
owns and manages over 120 sites, all optimized for brand recognition and
conversion performance. Adjuice has a solid infrastructure for
selling its own products, and differs from the other networks out there
that broker deals between advertisers and publishers.
|
|
|
Adjuice
is positioned to innovate within the performance marketing and lead
generation industries while delivering quantifiable results to both our
upstream and downstream partners. Adjuice through its dba
LeadEmpire also provides pre-qualified leads to
businesses. Lead Empire creates lead generation programs tailored to meet
our customers specific requirements to fulfill their individual business
objectives.
|
|
·
|
The
Company currently maintains its corporate office in Santa Monica,
California.
|
|||
|
2.
|
Summary
of Significant Accounting Policies
|
·
|
Management
is responsible for the fair presentation of the Company’s financial
statements, prepared in accordance with U.S. generally accepted accounting
principles (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. Actual results could differ from those
estimates. Estimates are used in the determination of depreciation and
amortization, the valuation for non-cash issuances of common stock, and
the website, income taxes and contingencies, among
others.
|
||
|
Cash
and Cash Equivalents
|
·
|
The
Company classifies as cash and cash equivalents amounts on deposit in the
banks and cash temporarily in various instruments with original maturities
of three months or less at the time of purchase. The Company’s cash
management system is integrated within two separate banking
institutions.
|
||
|
Fair
Value of Financial Instruments
|
·
|
Statement
of financial accounting standard FASB Topic 820, Disclosures about Fair
Value of Financial Instruments, requires that the Company disclose
estimated fair values of financial instruments. The carrying amounts
reported in the statements of financial position for assets and
liabilities qualifying as financial instruments are a reasonable estimate
of fair value except
for the long-term borrowings which is net of a $781,374 debt discount in
2009.
|
||
|
Website
and Amortization
|
·
·
|
The
Company accounts for web site costs in accordance with FASB Topic 350
“Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use and FASB Topic 350 “Accounting for Web Site Development
Costs”. As a result, costs associated with the web site
application and infrastructure development stage are
capitalized. Amortization of costs commenced once the web site
was ready for its intended
use.
|
-F-8-
|
·
|
Financial
reporting provisions for amortization are generally based on the following
annual rates and estimated useful
lives:
|
|
Type of Asset
|
Rates
|
Years
|
|||
|
Website
Development Costs
|
20 | % |
5
years
|
||
|
Income
Taxes
|
·
|
The
Company has not generated any taxable income, and, therefore, no provision
for income taxes has been provided.
|
||
|
·
|
Deferred
income taxes are reported for timing differences between items of income
or expense reported in the financial statements and those reported for
income tax purposes in accordance with FASB Topic 740, "Accounting for
Income Taxes", which requires the use of the asset/liability method of
accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and for tax loss and credit
carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The Company provides for deferred taxes for the estimated future tax
effects attributable to temporary differences and carry-forwards when
realization is more likely than not.
|
|||
|
·
|
A
valuation allowance has been recorded to fully offset the deferred tax
asset as the Company believes it is likely that the assets will not be
utilized.
|
|||
|
·
|
The
Company’s effective tax rate differs from the statutory rates associated
with taxing jurisdictions because of permanent and temporary timing
differences as well as a valuation allowance.
|
|||
|
Revenue
Recognition
|
The
Company generates its revenue from generating customer acquisition leads
and selling those introductions to retail clients to present to their
selected customers. Adjuice targets from its data base selected customers
that fit the model in which their clients believe are the ideal
customer. Adjuice owns and manages over 120 sites, all
optimized for brand recognition and conversion
performance.
|
|||
|
·
|
All
sources of revenue will be recorded pursuant to FASB Topic 605 Revenue
Recognition, when persuasive evidence of arrangement exists, delivery of
services has occurred, the fee is fixed or determinable and collectability
is reasonably assured.
|
|||
|
Stock
Based Compensation
|
·
|
The
Company accounts for stock based compensation in accordance with FASB
Topic 718, “Share Based Payment”.
|
||
|
Concentration
of Credit Risk
|
·
|
Financial
instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash deposits at financial
institutions. At various times during the year, the Company may
exceed the federally insured limits. To mitigate this risk, the
Company places its cash deposits only with high credit quality
institutions. Management believes the risk of loss is
minimal. At December 31, 2009 the Company did not have any
uninsured cash deposits.
|
-F-9-
|
Impairment
of Long-lived Assets
|
·
|
The
Company accounts for long-lived assets in accordance with the provisions
of FASB Topic 360, Accounting for the Impairment of Long-Lived Assets.
This statement requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. Fair values are determined based
on quoted market value, discounted cash flows or internal and external
appraisals, as applicable. During 2009, the Company did not recognize an
impairment charge.
|
||
|
Recent
Accounting Pronouncements
|
·
|
The
Company's management has reviewed all of the FASB's Accounting Standard
Updates through August 25, 2010 and has concluded that none will have a
material impact on the Company's financial statements.
|
||
|
Management
does not believe that any other recently issued but not yet effective
accounting pronouncements, if adopted, would have an effect on the
accompanying consolidated financial statements.
|
||||
|
3.
|
Going
Concern
|
·
|
The
Company's financial statements are prepared using generally accepted
accounting principles, which contemplate the realization of assets and
liquidation of liabilities in the normal course of business. The Company
has an accumulated deficit $540,382 and is dependent on raising capital to
fund future operations.
|
|
|
·
|
Management
is taking steps to raise additional funds to address its operating and
financial cash requirements to continue operations in the next twelve
months. Management has devoted a significant amount of time in the raising
of capital from additional debt and equity financing. However, the
Company’s ability to continue as a going concern is dependent upon raising
additional funds through debt and equity financing and generating revenue.
There are no assurances the Company will receive the necessary funding or
generate revenue necessary to fund operations.
|
|||
|
4.
|
Website
|
·
|
Website
at December 31, 2009 consisted of the
following:
|
|
2009
|
||||
|
Web
site and software
|
$ | 2,041,750 | ||
|
Less:
accumulated amortization
|
(306,263 | ) | ||
| $ | 1,735,487 | |||
|
The
Company acquired the website from the note holders. The Company valued the
website at the discounted value of the note upon issuance. See footnote 7.
Long Term Debt. Amortization expense totaled $306,263 at December 31,
2009.
|
||||
|
The
value of the website was evaluated for impairment as of December 31, 2009
using the future discounted cash-flow method. No impairment was considered
necessary as of December 31,
2009.
|
-F-10-
|
5.
|
Other
Assets
|
·
|
Other
current assets consist of the following at December 31,
2009.
|
|
2009
|
||||
|
Credit
card reserve
|
$ | 1,045 | ||
|
Sundry
receivable
|
1,000 | |||
|
Prepaid
server license
|
2,000 | |||
|
TOTAL
|
$ | 4,045 | ||
|
6.
|
Other
Current Liabilities
|
·
|
Other
current liabilities consist of the following at December 31,
2009.
|
|
2009
|
||||
|
Accrued
contractor payments
|
$ | 11,168 | ||
|
Accrued
payroll.
|
1,459 | |||
|
TOTAL
|
$ | 12,627 | ||
|
7.
|
Long
term debt
|
·
|
On
April 6, 2009 the Company enter into an agreement to assume two notes of
$1,500, 000 each from Venture Lending & Leasing IV Inc. and Venture
Lending & Leasing V Inc. for a total of $3,000,000 of indebtedness.
Also included in the consideration was 600,000 shares of Adjuice’ s common
shares as further inducement to enter into this transaction, the value of
these shares went into the debt discount recorded. The consideration
received by the Company was the lead generation website and related
software technologies that is the operating platform for Adjuice, Inc.
This note does not bear any interest.
|
|
|
·
|
Since
this is a performance based, non-interest bearing note the Company has
utilized imputed interest on the note at rate of 8% per annum discounting
over the estimated life of the note which the Company has estimated at a
five year period.
|
|
2009
|
||||
|
Long
term secured debt
|
$ | 3,000,000 | ||
|
Less:
note discount.
|
(781,374 | ) | ||
|
TOTAL
|
$ | 2,218,626 | ||
|
Amortization
of the note discount was $176,877 in 2009.
|
||||
|
·
|
The
note is secured by the above related website assets and is payable
beginning forty-five (45) days after the one year anniversary of the note.
The note is payable based on 5% of the monthly gross profit forty-five
days after the end of the month. This percentage of gross profit is
reduced to 3.5% after the payment of $500,000 and reduced further to 2.5%
upon the aggregate payment of $1,000,000 from the gross profit
formula.
|
|||
|
8.
|
Capital
Stock Activity
|
·
|
On
November 24, 2008 The Company was incorporated in the State of Delaware
under the name Snap Customers, Inc. The Board authorized 200 shares of
stock with no par value. On March 17th
of 2009 the Board changed the name of the Corporation to Adjuice,
Inc.
|
|
|
·
|
On
February 29, 2009 the Snap Customers, Inc. Board Authorized and through
subsequent shareholder approval increase the amount of authorized stock to
10,000,000 shares of stock at a par value of $0.01.
|
|||
|
·
|
During
the month of December the Company issued 6,150,000 shares of common stock
to Sunlight Ventures LLC for professional fees rendered during the year.
Also during December the Company issued 600,000 shares to two entities
Venture Lending & Leasing IV & V, Inc. as part of the loan
assumption
agreement.
|
-F-11-
|
·
|
On
December 25th
2009 the Company sold 3,150,000 shares of its common stock to three
different entities.
|
|||
|
Dividends
|
||||
|
·
|
The
Company has never issued dividends.
|
|||
|
Warrants
|
||||
|
·
|
The
Company did not issue any warrants during the quarter.
|
|||
|
Options
|
||||
|
·
|
The
Company has never issued options.
|
|||
|
9.
|
Income
Taxes
|
·
|
A
reconciliation of the statutory income tax rates and the Company’s
effective tax rate is as
follows:
|
|
2009
|
||||
|
Statutory
U.S. federal rate
|
34.00 | % | ||
|
Permanent
differences
|
.00 | % | ||
|
Timing
differences
|
00 | % | ||
|
Valuation
allowance
|
(34.00 | )% | ||
|
Provision
for income tax expense(benefit)
|
0.0 | % | ||
|
·
|
The
tax effects of the temporary differences and carry forwards that give rise
to deferred tax assets consist of the
following:
|
|
2009
|
||||
|
Deferred
tax assets:
|
||||
|
Net
operating loss carry forwards
|
$ | 183,618 | ||
|
Gross
deferred tax assets
|
183,618 | |||
|
Valuation
allowance
|
(183,618 | ) | ||
| $ | 0 | |||
|
At
December 31, 2009, a valuation allowance for $183,618 has been set up for
this deferred asset.
|
||||
|
10.
|
Advances
by Affiliates
|
·
|
The
Company made payments to Sunlight Ventures a Corporation controlled by
Matt Hill of $94,491 and this same entity provided advances to the Company
of $14,450.
|
|
|
11.
|
Commitments
and Contingencies
|
·
|
The
Company did not lease any office space during the twelve month period
ended December 31, 2009. However,
on January 1, 2010 the Company entered into a lease for 2,367 square feet
of office space with the City of Santa Monica on a month to month
basis.
|
|
-F-12-
|
12.
|
Significant
Customers and Suppliers
|
·
|
The
Company derives a significant portion of its revenue from lead generation
in the advertising space. This is a very competitive market with many
providers for the services the Company offers. The Company believes that
it can replace any one product line with another supplier without any
disruptions in activity.
|
|
|
13.
|
Segment
Reporting
|
·
|
The
Company considers itself to be operating in one business segment, the
internet sales lead generation business. This activity will represent
essentially all of the significant revenue generated by the
Company.
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|
|
14.
|
Related
Parties
|
·
|
Mr.
Mathew Hill is the President of Sunlight Ventures LLC the owner of 62% of
the stock of Adjuice. Two other entities Echo Capital and Harvard
Developments which own 31% of Adjuice are controlled by family members of
Mr. Hill.
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|
|
15.
|
Subsequent
Events
|
·
|
On
May 19, 2010, the Company entered into s stock exchange agreement with
Beyond Commerce, Inc. whereas all the shares owned by adjuice shareholders
were exchanged for 5,100,000 shares of Beyond Commerce, Inc. common stock.
Also during this transaction the two lenders Venture Lending & Leasing
IV & V, Inc. converted their note into 900,000 shares of Beyond
Commerce stock.
|
|
|
16.
|
Net
Loss per Share of Common Stock
|
·
|
The
Company has adopted FASB Topic 260, "Earnings per Share," which requires
presentation of basic and diluted EPS on the face of the income statement
for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. In the accompanying financial statements, basic loss per
share of common stock is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the
year. Basic net loss per common share is based upon the
weighted average number of common shares outstanding during the period.
Dilution is computed by applying the treasury stock method. Under this
method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds
obtained thereby were used to purchase common stock at the average market
price during the period. However, shares associated with convertible debt,
stock options and stock warrants are not included because the
inclusion would be anti-dilutive (i.e. reduce the net loss per common
share). There were no anti-dilutive
instruments.
|
|
2009
|
||||
|
Numerator
- basic and diluted loss per share net loss
|
$ | (540,053 | ) | |
| — | ||||
|
Net
loss available to common stockholders
|
$ | (540,053 | ) | |
|
Denominator
– basic and diluted loss per share – weighted average common shares
outstanding
|
9,900,000 | |||
|
Basic
and diluted earnings per share
|
$ | (0.05 | ) | |
-F-13-