CYBERLOQ TECHNOLOGIES, INC. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CYBERLOQ TECHNOLOGIES, INC.	act10qex311093015.htm
EX-32.1 - CYBERLOQ TECHNOLOGIES, INC.	act10qex321093015.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM l0-Q

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 for the quarterly period ended Sept 30, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC T OF 1934 for the transition period from ________________ to ___________________.

Commission File Number. 333-170132

ADVANCED CREDIT TECHNOLOGIES INC.

(Exact name of Registrant as Specified in its Charter)

Nevada	26-2118480
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

4947 Oldham Street Sarasota, FL.	34238
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:(612) 961-4536

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule l2b-2 of the Exchange Act. (Check one):

Large Accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

As of September 30, 2015, there were 28,061,498 shares of the issuer’s common stock outstanding.

ADVANCED CREDIT TECHNOLOGIES INC

FORM 10-Q

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30 , 2015

TABLE OF CONTENTS

PAGE #

PART I	4

ITEM 1 FINANCIAL STATEMENTS _	4

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION	10
AND RESULTS OF OPERATIONS

ITEM 3 QUANTITATIVE AND QULAITATIVE DISCLOSURES ABOUT MARKET RISKS	13

ITEM 4 CONTROLS AND PROCEDURES	13

PART II	14

ITEM 1 LEGAL PROCEEDINGS	14

ITEM 1A RISK FACTORS	14

ITEM 2 UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS	14

ITEM 3 DEFAULTS UP0N SENIOR SECURITIES	14

ITEM 4 (REMOVED AND RESERVED)	14

ITEM 5 OTHER INFORMATION	14

ITEM 6 EXHIBITS	14

SIGNATURES	15

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

PART I

ITEM 1 FINANCIAL STATEMENTS

Advanced Credit Technologies Inc

Balance Sheet

(Unaudited)

	September 30,			December-31
	2015			2014
Assets

Current assets
Cash in bank	$	44,011			14,788

Total assets		44,011			14,788

Liabilities and stockholders' deficit

Current liabilities		321,390			186,500
Accrued expenses		0			16,145
Notes payable - Related parties		12,000			15,284
Accrued interest		0			0
Due to related parties		0			0

Total liabilities		333,390			217,929

Stockholders' deficit
Common stock 100,000,000, $.001 par value shares authorized, 28,061,498 and 22,841,833 issued
and outstanding for 2015 and 2014		24,631			24,561
Investment Capital		75,000.00
Additional paid-in capital		918,239			848,309
Common stock subscriptions received
Deficit accumulated during the development stage		(1,307,249	)		(1,076,011	)

Total stockholders' deficit		(289,379	)		(203,142	)

Total liabilities and stockholders' deficit	$	44,011			14,788

See notes to consolidated financial statements


Advanced Credit Technologies, Inc. Statements of Operations
(Unaudited)

	Nine Months			Nine Months
	Ended			Ended
	September 30, 2015			September 30, 2014

Revenues		6,264			11,550
Commissions paid
Gross margin		6,264			11,550

Operating expenses
Professional fee		311			21,745
Consulting fees		-			-
Officer's compensation		87,800			50,961
Travel and entertainment		498			169
Rent		1200			100
Computer and internet		1909			825
Research and development		127,050			16,225
Office supplies and expenses		18,480			2,017
Other operating expenses		255			1,910
Total operating expenses		237,501			93,952

Loss from operations		(231,238	)		(82,401	)
Interest Income		0			0
Interest expense		0			0

Net loss		(231,238	)		(82,401	)

Earnings per share Weighted Average		(0.009	)		(0.004	)

Weighted average shares outstanding		27,187,265			22,728,583

See notes to consolidated financial statements

Advanced Credit Technologies
Statements of Cash Flows
(Unaudited)

	Nine Months Ending			Nine Months Ending
	September 30, 2015			September 30, 2014
Cash flows used by operating activities:
Net loss		(231,238	)		(82,401	)
Adjustments to reconcile net loss to
net cash provided by operations
Stock issued for consulting services		0			0
Changes in liabilities		115,461			50,500
Accrued expenses		0			0
Accrued Interest Payment		0			0
Accounts Receivable		0			0

Net cash provided by operations		(115,777	)		(31,901	)

Cash flows from financing activities:
Proceeds from common stock issuance		70,000			30,000
Repayment of related party loans		0			0
Proceeds Investment Funds		75,000			0

Cash flows from financing activities		145,000			30,000

Increase/Decrease in cash		29,233			(1,901	)

Cash – Beginning		14,788			1,973

Cash – Ending		44,011			72

See notes to consolidated financial statements

Advanced Credit Technologies Inc

Statement of Stockholders Deficit

(Unaudited)

December 31, 2014 Balance	24,560,583	24,561	848,309	(1,076,012	)	(203,142	)

Proceeds from issuance
of Common Stock	750,000	25	24,975	0		25,000

Common Stock issued
for Conversion of Debt	2,750,915	50	50,949	0		50,999

Proceeds from Capital Investment	0	0	0	0		75,000
Net loss for Nine Months
ended September 30, 2015				(231,238	)	(231,238	)


Balance ended Sept. 30, 2015	28,061,498	24,636	924,233	(1,307,250	)	(289,379	)

See notes to consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. NATURE OF BUSINESS

The Company has changed it’s focus on marketing and in the area of new product development. The marketing partnership with Capstone Data has completely changed the direction of the company. While the existing TurnScor credit management platform is still a functioning software platform, we have now changed the delivery mechanism to access our software. There are many compliance issues that vary from state to state in regards to credit repair, our “new” vision is to simply give our product away for “FREE” as part of our Pre-Paid platform. This will eliminate any and all compliance issues for our membership.

B. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ending September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The Balance Sheet as of September 30, 2015 was derived from the audited financial statements as of such date, but does not include all of the information and footnotes required by GAAP. For further information, refer to the Financial Statements and footnotes thereto included in our Form 10-K as of and for the year ended September 30, 2015

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Those estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

C. GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. During the nine months ended September 30, 2015 the Company had a net loss of $231,238.00 On September 30, 2015 the Company had a working capital of $44,011.00 and a stockholders’ deficiency of $289,379.00 . The Company believes its cash and forecasted cash flow from operations will not be sufficient to continue operations through fiscal 2015 without continued external investment. The Company will require additional funds to continue its operations through fiscal year 2015 and to continue to develop its existing projects and plans to raise such funds by finding additional investors to purchase the Company’s securities, generating sufficient sales revenue, implementing dramatic cost reductions or any combination thereof. There is no assurance that the Company will be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to existing holders of common stock. The condensed consolidated financial statements do not include any adjustments that may result from this uncertainty.

D. SIGNIFICANT ACCOUNTING POLICIES

Net Loss per Common Share:

Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year.

For the nine months ended September 30, 2015 and 2014 the calculations of basic loss per share were (.009) and (.004) for September 30, 2015 and 2014 respectively.

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”. ASU No. 2011-4 does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting. The ASU is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt the ASU as required. The ASU will affect the Company’s fair value disclosures, but will not affect the Company’s results of operations, financial condition or liquidity.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”. The ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity, and instead requires consecutive presentation of the statement of net income and other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements. ASU No. 2011-5 is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt the ASU as required. It will have no affect on the Company’s results of operations, financial condition or liquidity.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, an update to existing guidance on the assessment of goodwill impairment. This update simplifies the assessment of goodwill for impairment by allowing companies to consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two step impairment review process. It also amends the examples of events or circumstances that would be considered in a goodwill impairment evaluation. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company is currently evaluating the affects adoption of ASU 2011-08 may have on its goodwill impairment testing.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

E. NOTES PAYABLE

The Company has incurred debt during of $134,890.00 this accounting period derived from the officers and stockholder of the company in the form of a short term convertible note of $134,890.00

F. STOCK-BASED COMPENSATION

There are no stock transactions issued for the 3rd quarter of 2015 as compensation for services.

G. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. ACT’s officers and directors have not been convicted in any criminal proceedings nor has they been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

The Company’s officers and directors have not been convicted of violating any federal or state securities or commodities law.

There are no known pending legal or administrative proceedings against the Company.

H. AGREEMENTS

With a limited advertising budget, the Company has begun to establish joint marketing partnerships with several established businesses in several key verticals. While in the infancy stage, we have established a need for our software as well as the product being embraced by the following companies.

Small business owners around the country readily will accept Visa/Master Card at their place of business. Some however don't qualify because of a poor credit profile. We have partnered with Capstone Merchant Bank Card to offer these business owners a solution. Www.capstonecreditfix.com

The company is following up with its first celebrity endorsement of the TurnScor product. Bern Nadette Stanis has written a financial book, and has determined that TurnScor would is a viable solution in conjunction with her book. The company has signed a joint marketing agreement and is creating a web site for her TEAM.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of September 30, 2015 the Company reported a decrease in revenues compared to the period ended September 30, 2014.

To date, the Company has successfully implemented its business plan and is attempting to secure additional funding to continue the expansion process. Management believes there is a current trend for increased advertising and web development related services based upon recent increased corporate profits. Most businesses rely on advertising of some sort to increase their respective revenue models. Web development and on-line marketing services are the Company’s primary sources of revenue and management expects these numbers to increase as economic growth increases.

The Company’s ability to expand operations is somewhat dependent upon capital to hire additional sales representatives without additional capital. If Company does not produce sufficient cash flow to support its operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. The Company cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms.

Advanced Credit Technologies currently does not own any significant plant or equipment that it would seek to sell in the near future.

Advanced Credit Technologies management anticipates hiring employees or independent contractors over the next 12 months as the company expands. Currently, the Company believes the services provided by its officers and directors appear sufficient at this time.

The Company has no plans to seek a business combination with another entity in the foreseeable future, however, may entertain strategic acquisitions in the marketing and advertising sector which complements its business plan.

Operational Expenses

The operational expenses had increased from 93,952.00 for third quarter totals of fiscal year of 2014 to $237,796.00 for the third quarter of fiscal year of 2015. This was due to an increase in officer’s compensation, computer and internet costs. Travel, rent, office supplies, research and development costs where also higher as compared to the first three quarters of the fiscal period 2014.

Liquidity and Capital Resources

We believe we need to raise additional capital to supplement our business expansions. The Company’s minimum capital requirements for the next twelve (12) months is $250,000. With current revenues, the Company is able to continue business operations and with $250,000, the Company will be able to implement its expansion model. Any funding received over and above the estimated $250,000 in reporting requirements will accelerate the implementation of our expansion primarily by enabling us to hire additional sales representatives and to pay marketing and software development costs. The Company plans to raise these funds through either debt or equity financing.

Impact of Inflation

We believe that the rate of inflation has had negligible effect on us. We believe we can absorb most, if not all, increased non-controlled operating costs by operating our Company in the most efficient manner possible.

Liquidity and Capital Resources

The following table sets forth our liquidity and capital resources as of September 30, 2015:


Cash and cash equivalents	$	44,011
Total assets		44,011
Total liabilities		333,390
Total shareholders’ (deficit)		289,379

Cash Flows from Operating Activities

Operating expenditures during the period covered by this report include general and administrative costs (See “Financial Statements).

Cash Flows from Investing Activities

We made no investments as of September 30, 2015.

Cash Flows from Financing Activities

We have financed our operations from the issuance of equity securities and debt. Net cash provided by financing activities for the period January 1, 2015 thruSeptember 30, 2015 as $25,000.00 which relates to the sale of shares of common stock to shareholders in private transactions exempt from registration pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as amended and additional debt in the form of a short term note of $134,890.00. The company received investment capital of $75,000.00.

Intangible Assets

There were no intangible assets acquired during the period January 1, 2015 through September 30, 2015.

Material Commitments

There were no material commitments for the period January 1, 2015 through September 30, 2015.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recent Accounting Pronouncements

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item 3.

ITEM 4 CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our current fiscal quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level this current period.

There has been no change in our internal controls over financial reporting as of our current accounting period that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II

ITEM 1 LEGAL PROCEEDINGS

The company has is not involved in any legal proceedings.

ITEM 1A RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company raised $25,000.00 through by the private sale of stock and use for the operations of the company.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

The Company has no Senior Securities or any other debt related to the business.

ITEM 4 (REMOVED AND RESERVED)

ITEM 5 OTHER INFORMATION

NONE

ITEM 6 EXHIBITS

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1 +	The following financial information from Advanced Credit Technologyies Inc Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2015 and December 31, 2014 ; (ii) Consolidated Statement of Operations for the nine months ended September 30, 2015 and 2014 (iii) Consolidated Statement of Stockholders’ Deficit as at September 30, 2015; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014; (v) Notes to the Financial Statements.

**In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

+ Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of November, 2015.

	ADVANCED CREDIT TECHNOLOGIES, INC.

	By:	/s/ Chris Jackson
		Chris Jackson
		President and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title

/s/ Chris Jackson		Principal Executive Officer
Chris Jackson		Principal Financial Officer Principal Accounting Officer and Director

/s/ Enrico Giordano		Treasurer and Director
Enrico Giordano

CYBERLOQ TECHNOLOGIES, INC. - FORM 10-Q - November 12, 2015

Attached files

CYBERLOQ TECHNOLOGIES, INC. Reports