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Organization of the Company and Significant Accounting
Principles
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9 Months Ended
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Sep. 30, 2011
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Organization of the Company and Significant Accounting
Principles
|
1. Organization of
the Company and Significant Accounting Principles
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The Company was incorporated in the State of Nevada October
1995. Effective October 13, 2004 the Company, previously known as Energy
Producers Inc., changed its name to EGPI Firecreek, Inc.
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Prior to December 2008, the Company held interests in various
gas & oil wells located in the Wyoming and Texas area. In December 2008,
the Company’s major creditor, Dutchess Private Equities Ltd. (Dutchess),
foreclosed on the assets of the Company. As a result, all of the
Company’s oil and gas properties were transferred to Dutchess in satisfaction
of debt owed.
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In October 2008, the Company effected a 1 share for 200 shares
reverse split of its common stock and all amounts have been retroactively
adjusted.
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In May 2009 the Company acquired M3 Lighting, Inc. (“M3”) as a
wholly owned subsidiary via reverse triangular merger. The Company was
determined to be the acquirer in the transaction for accounting purposes. M3
is a distributor of commercial and decorative lighting to the trade and
direct to retailers. As part of the Merger the Company effected a name
change for its wholly owned subsidiary Malibu Holding, Inc. to Energy
Producers, Inc. (“EPI”) as a conduit for its oil and gas activities.
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In November 2009 the Company acquired all of the issued and
outstanding capital stock of South Atlantic Traffic Corporation, a Florida
corporation (“SATCO”). SATCO has been in business since 2001 and has
several offices throughout the Southeast United States. SATCO carries a
variety of products and inventory geared primarily towards the transportation
industry. SATCO offers transportation products ranging from loop
sealant, traffic signal equipment, traffic and light poles, data/video systems
and Intelligent Traffic Systems (ITS) surveillance systems. SATCO works
closely with Department of Transportation (DOT) agencies, local traffic
engineers, contractors, and consultants to customize high quality traffic
control systems.
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In December 2009, the Company’s wholly owned subsidiary Energy
Producers, Inc. acquired 50% working interests and corresponding 32% net
revenue interests in oil and gas leases, reserves, and equipment located in
West Central Texas. The Company entered into a turnkey work program
included for three wells located on the leases.
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On March 3, 2010, the Company executed a Stock Purchase
Agreement with the stockholders of Redquartz LTD (“Sellers” or “RQTZ”), a
company formed and existing under the laws of the country of Ireland, whereas
the Company agreed to issue 100,000 shares of its restricted common stock
valued at USD $2,500 in exchange for 100% of the issued and outstanding
shares of common stock, par value $0.01 per share, of RQTZ. All assets
and liabilities, other than the Shareholder Notes Payable, of the RQTZ were
transferred to the prior owners of Redquartz. The Notes Payable represent a
debt burden to RQTZ of USD $4,464,262. This obligation is based in
Euros and converted to our functional currency the dollar. Redquartz LTD was
inactive in the first and second quarter of 2010 and had no income and
expense that would affect the financial statements of the Company and
therefore no pro-forma is necessary.
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On June 11, 2010, the Company acquired all of the issued and
outstanding stock of Chanwest Resources, Inc., (“Chanwest or CWR”) a Texas
corporation. In the course of this acquisition, Chanwest stockholders
exchanged all outstanding common shares for the Company’s common shares and
other provisions. Chanwest Resources, Inc. was formed in 2009 and has been
engaged in ramping up operations including acquiring assets related to the
servicing and construction, and activities related to the acquisition, production
and development for oil and gas. Chanwest has formed strategic alliances and
brought key management with over 40 years experience in all facets of the oil
and gas industry, to be implemented on day one of our acquisition thereof.
Chanwests’ first phase of operations include Construction and Trucking,
services for drill site preparation to clear and lay pipeline (gathering
systems) for operators. Chanwest operations can provide for services to
maintain lease roads, set power poles and clean up oilfield spills. Chanwest
works with operators or lease owners by purchase order or contract with major
oil fields.
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On October 1, 2010 EGPI Firecreek, Inc. the Company entered
into a Definitive Securities Purchase/Exchange Agreement with Terra Telecom,
LLC. (“Terra"). Terra is considered recognized as a leading provider of
state-of-the-art communication technologies and a premier Alcatel-Lucent
partner. They currently serve various sized companies and organizations that
use and deploy communications systems, sales, service, and training while
consolidating and optimizing the end user experience. Its goal is to provide
customers value and integrity in each of these opportunities. Since 1980,
Terra has focused on delivering enterprise solutions while leading with voice
services and offering full turn-key solutions that consist of voice, data,
video and associated applications. As of December 31, 2010, the
Company has not assumed control of this acquisition. As a result,
this company is not consolidated in the financial statements as of December
31, 2010. On March 14, 2011, the Company sold its interest in
Terra to Distressed Asset Acquisitions, Inc.
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On October 18, 2010, the Company filed a Certificate of
Amendment to its Articles of Incorporation, increasing its authorized common
stock, par value $0.001 per share, to 3,000,000,000 from 1,300,000,000
and is authorized to issue 60,000,000 shares of preferred stock that has a
par value of $0.001 per share.
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On November 9, 2010, the Company affected a 1 share for 50
shares reverse split of its common stock and all amounts have been
retroactively adjusted for all periods presented.
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On February 4, 2011, the Company entered into an Agreement to
acquire all 100% of Arctic Solar Engineering LLC, a Missouri limited
liability company located at PO Box 4391, Chesterfield, MO 63006 and the
owners of Membership Interests of the Arctic Solar Engineering LLC; The FATM
Partnership, a Missouri Partnership, The Frederic Sussman Living Trust.
Arctic Solar Engineering, LLC, is an integrator of Solar Thermal Energy
technology. For further information please see our Current Report on Form 8-K
filed on February 10, 2011, and in the section on “The Business”, and
“Overview” to the Management Discussion and Analysis sections, and elsewhere
listed in this document.
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On March 2, 2011 the Company obtained a consent from the
majority shareholders of the Company to amend the Articles of Incorporation
to i) authorize the issuance of 2,500 shares of a new D Series Preferred
Stock, and ii) for the Board of Directors to be able to authorize any and all
capitalization of the Company going forward without the need for shareholder
approval, and further authorized for the Board of Directors to set all
rights, preferences, and designations, for and in behalf of any class of the
Company’s common of preferred stock, and as may be required or as necessary
in the best interest of the Company.
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On March 14, 2011, the Company entered into and completed the
closing of a Stock Purchase Agreement involving the sale of South Atlantic
Traffic Corporation to Distressed Asset Acquisitions, Inc. For further
information please see our Current Report on Form 8-K filed on March 18, 2011
and in the section on “The Business”, and “Overview” to the Management
Discussion and Analysis sections, and elsewhere listed in this document.
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On March 14, 2011, the Company entered into and completed the
closing of a Stock Purchase Agreement involving the sale of Oklahoma Telecom
Holdings, Inc. an Oklahoma corporation, formerly known as Terra Telecom,
LLC., an Oklahoma limited liability company, to Distressed Asset
Acquisitions, Inc. For further information please see our Current Report on
Form 8-K filed on March 18, 2011 and in the section on “The Business”, and
“Overview” to the Management Discussion and Analysis sections, and elsewhere
listed in this document.
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On March 14, 2011, the Company entered into and completed the
closing of a Stock Purchase Agreement involving the sale of Terra Telecom,
Inc. (“TTI”), to Distressed Asset Acquisitions, Inc. For further information
please see our Current Report on Form 8-K filed on March 18, 2011 and in the
section on “The Business”, and “Overview” to the Management Discussion and
Analysis sections, and elsewhere listed in this document.
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On July 7, 2011, the Company affected a 1 share for 500 shares
reverse split of its common stock and all amounts have been retroactively
adjusted for all periods presented.
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Consolidation - the accompanying
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries. All significant inter-company balances have
been eliminated.
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The financial information included in this quarterly report
should be read in conjunction with the consolidated financial statements and
related notes thereto in our Form 10-K for the year ended December 31, 2010.
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Use of Estimates - The preparation of the
financial statements in conformity with generally accepted accounting
principles requires management to make reasonable estimates and assumptions
that affect the reported amounts of the assets and liabilities and disclosure
of contingent assets and liabilities and the reported amounts of revenues and
expenses at the date of the consolidated financial statements and for the
period they include. Actual results may differ from these estimates.
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Revenue and Cost Recognition-
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-
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Oil and gas: Revenue
is recognized from oil and gas sales in the period of
delivery. Settlement on sales occurs anywhere from two weeks to
two months after the delivery date. The Company recognizes revenue
when an arrangement exists, the product has been delivered, the sales price
is fixed or determinable, and collectability is reasonably assured.
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-
|
Oilfield
services: Revenue from services is recognized when an arrangement
exists, the services are rendered, the sales price is fixed or determinable,
and collectability is reasonably assured.
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The Company records commission revenue, usually 3% of the
amount invoiced, based on contracts with suppliers, once the purchase order
is placed with the supplier and the customer is invoiced. The
Company, in turn, sends an invoice to the supplier for 3% of the total order
amount. Commission sales are specialty orders
drop-shipped from the manufacturer. Accordingly, all sales
are final upon delivery to the customer under the terms of the sales order.
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Cash Equivalents -The Company considers all
highly liquid investments with the original maturities of three months or
less to be cash equivalents. There were no cash equivalents as of September
30, 2011 or December 31, 2010.
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Accounts Receivable - The Company extends
credit to its customers in the normal course of business and performs ongoing
credit evaluations of its customers, maintaining allowances for potential
credit losses which, when realized, have been within management's
expectations. The allowance method is used to account for uncollectible
amounts. The evaluation is inherently subjective, as it requires estimates
that are susceptible to significant revision as more information becomes
available. Allowance for doubtful accounts was $0 at September 30, 2011
and $207,983 at December 31, 2010.
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Inventory - Inventories consist of
merchandise purchased for resale and are stated at the lower of cost or
market using the first-in, first-out (FIFO) method.
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| |
|
Prepaid Expenses - Prepaid expenses are
recorded at cost for payments for goods and services purchased during an
accounting period but not used or consumed during that accounting period. The
costs are amortized over time as the benefit is received onto the income
statement.
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Oil and Gas Activities - The Company uses
the successful efforts method of accounting for oil and gas producing
activities. Under this method, acquisition costs for proved and unproved
properties are capitalized when incurred. Exploration costs, including
geological and geophysical costs, the costs of carrying and retaining
unproved properties and exploratory dry hole drilling costs, are expensed.
Development costs, including the costs to drill and equip development wells,
and successful exploratory drilling costs to locate proved reserves are
capitalized.
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Exploratory drilling costs are capitalized when incurred
pending the determination of whether a well has found proved reserves. A
determination of whether a well has found proved reserves is made shortly
after drilling is completed. The determination is based on a process which
relies on interpretations of available geologic, geophysic, and engineering
data. If a well is determined to be successful, the capitalized drilling
costs will be reclassified as part of the cost of the well. If a well is
determined to be unsuccessful, the capitalized drilling costs will be charged
to expense in the period the determination is made. If an exploratory well
requires a major capital expenditure before production can begin, the cost of
drilling the exploratory well will continue to be carried as an asset pending
determination of whether proved reserves have been found only as long as: i)
the well has found a sufficient quantity of reserves to justify its
completion as a producing well if the required capital expenditure is made
and ii) drilling of the additional exploratory wells is under way or firmly
planned for the near future. If drilling in the area is not under way or
firmly planned, or if the well has not found a commercially producible
quantity of reserves, the exploratory well is assumed to be impaired, and its
costs are charged to expense.
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In the absence of a determination as to whether the reserves
that have been found can be classified as proved, the costs of drilling such
an exploratory well is not carried as an asset for more than one year
following completion of drilling. If, after that year has passed, a
determination that proved reserves exist cannot be made, the well is assumed
to be impaired, and its costs are charged to expense. Its costs can, however,
continue to be capitalized if a sufficient quantity of reserves is discovered
in the well to justify its completion as a producing well and sufficient
progress is made in assessing the reserves and the well’s economic and
operating feasibility.
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The impairment of unamortized capital costs is measured at a
lease level and is reduced to fair value if it is determined that the sum of
expected future net cash flows is less than the net book value. The Company
determines if impairment has occurred through either adverse changes or as a
result of the annual review of all fields. During 2010 after conducting an
impairment analysis, the Company did not record impairment as the fair value
of our reserves exceeded our net book value.
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Asset Retirement Obligations (“ARO”). The
estimated costs of restoration and removal of facilities are accrued. The
fair value of a liability for an asset's retirement obligation is recorded in
the period in which it is incurred and the corresponding cost capitalized by
increasing the carrying amount of the related long-lived asset. The liability
is accreted to its then present value each period, and the capitalized cost
is depreciated with the related long-lived asset. If the liability is settled
for an amount other than the recorded amount, a gain or loss is recognized.
For all periods presented, estimated future costs of abandonment and
dismantlement are included in the full cost amortization base and are
amortized as a component of depletion expense. At September 30, 2011 and
December 31, 2010, the ARO of $ 15,392 and $5,368 is
included in liabilities and fixed assets.
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Development costs of proved oil and gas properties, including
estimated dismantlement, restoration and abandonment costs and acquisition
costs, are depreciated and depleted on a field basis by the
units-of-production method using proved developed and proved reserves,
respectively. The costs of unproved oil and gas properties are generally
combined and impaired over a period that is based on the average holding
period for such properties and the Company's experience of successful
drilling.
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Costs of retired, sold or abandoned properties that make up a
part of an amortization base (partial field) are charged to accumulated
depreciation, depletion and amortization if the units-of-production rate is
not significantly affected. Accordingly, a gain or loss, if any, is
recognized only when a group of proved properties (entire field) that make up
the amortization base has been retired, abandoned or sold.
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Stock-Based Compensation - The Company estimates the fair value of share-based payment
awards made to employees and directors, including stock options, restricted
stock and employee stock purchases related to employee stock purchase plans,
on the date of grant using an option-pricing model. The value of
the portion of the award that is ultimately expected to vest is recognized as
an expense ratably over the requisite service periods. We estimate
the fair value of each share-based award using the Black-Scholes option
pricing model. The Black-Scholes model is highly complex and dependent on key
estimates by management. The estimates with the greatest degree of subjective
judgment are the estimated lives of the stock-based awards and the estimated
volatility of our stock price. The Black-Scholes model is also used for our
valuation of warrants.
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Earnings Per Common Share - Basic earnings
per common share is calculated based upon the weighted average number of
common shares outstanding for the period. Diluted earnings per common share
is computed by dividing net income by the weighted average number of common
shares and dilutive common share equivalents (convertible notes and interest
on the notes, stock awards and stock options) outstanding during the period.
Dilutive earnings per common share reflects the potential dilution that could
occur if options to purchase common stock were exercised for shares of common
stock. Basic and diluted EPS are the same as the effect of our
potential common stock equivalents would be anti-dilutive.
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Fair Value Measurements - On January 1, 2008, the Company adopted guidance which
defines fair value, establishes a framework for using fair value to measure
financial assets and liabilities on a recurring basis, and expands
disclosures about fair value measurements. Beginning on January 1, 2009, the
Company also applied the guidance to non-financial assets and liabilities
measured at fair value on a non-recurring basis, which includes goodwill and
intangible assets. The guidance establishes a hierarchy for inputs used in measuring
fair value that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs be used
when available. Observable inputs are inputs that market participants would
use in pricing the asset or liability developed based on market data obtained
from sources independent of the Company. Unobservable inputs are inputs that
reflect the Company’s assumptions of what market participants would use in
pricing the asset or liability developed based on the best information
available in the circumstances. The hierarchy is broken down into three
levels based on the reliability of the inputs as follows:
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Level 1 - Valuation is based upon
unadjusted quoted market prices for identical assets or liabilities in active
markets that the Company has the ability to access.
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Level 2 - Valuation is based upon
quoted prices for similar assets or liabilities in active markets; quoted
prices for identical or similar assets or liabilities in inactive markets; or
valuations based on models where the significant inputs are observable in the
market.
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Level 3 - Valuation is based on models
where significant inputs are not observable. The unobservable inputs reflect
the Company's own assumptions about the inputs that market participants would
use.
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The following table presents assets and liabilities that are
measured and recognized at fair value as of September 30, 2011 on a recurring
and non-recurring basis:
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Gains
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|
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Description
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Level 1
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Level 2
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Level 3
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|
(Losses)
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Intangibles
(non-recurring)
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|
$
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-
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|
$
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-
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|
$
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381,000
|
|
$
|
-
|
|
|
Goodwill
(non-recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
22,119
|
|
$
|
-
|
|
|
Derivatives
(recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
671,824
|
|
$
|
-
|
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| |
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The Company has goodwill and intangible assets as a result of
the 2011 business combinations discussed throughout this form 10-Q. These
assets were valued with the assistance of a valuation consultant and
consisted of level 3 valuation techniques.
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The following table presents assets and liabilities that are
measured and recognized at fair value as of December 31, 2010 on a recurring
and non-recurring basis:
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| |
|
|
|
|
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|
|
Gains
|
|
|
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(Losses)
|
|
|
Intangibles
(non-recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
824,000
|
|
$
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-
|
|
|
Goodwill
(non-recurring)
|
|
$
|
-
|
|
$
|
-
|
|
$
|
2,001,840
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|
$
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-
|
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Derivatives
(recurring)
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|
$
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-
|
|
$
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-
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|
$
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823,846
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|
$
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-
|
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The Company has derivative liabilities as a result of 2010
convertible promissory notes that include embedded
derivatives. These liabilities were valued with the assistance of
a valuation consultant and consisted of level 3 valuation techniques.
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The Company’s financial instruments consist of cash and cash
equivalents, accounts receivable, accounts payable, accrued liabilities
and long-term debt. The estimated fair value of cash, accounts receivable,
accounts payable and accrued liabilities approximate their carrying amounts
due to the short-term nature of these instruments. The carrying value of
long-term debt also approximates fair value since their terms are similar to
those in the lending market for comparable loans with comparable risks. None
of these instruments are held for trading purposes.
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Fixed Assets- Fixed assets are stated at cost. Depreciation expense is
computed using the straight-line method over the estimated useful life of the
asset. The following is a summary of the estimated useful lives used in
computing depreciation expense:
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Office
equipment
|
3 years
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|
|
Computer
hardware & software
|
3 years
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|
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Improvements
& furniture
|
5 years
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|
|
Well
equipment
|
7 years
|
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| |
|
Expenditures for major repairs and renewals that extend the
useful life of the asset are capitalized. Minor repair expenditures are
charged to expense as incurred.
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Impairment of Long-Lived Assets - The
Company has adopted Accounting Standards Codification subtopic 360-10,
Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires
that long-lived assets and certain identifiable intangibles held and used by
the Company be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company evaluates its long-lived assets for impairment
annually or more often if events and circumstances warrant. Events relating
to recoverability may include significant unfavorable changes in business
conditions, recurring losses or a forecasted inability to achieve break-even
operating results over an extended period. The Company evaluates the
recoverability of long-lived assets based upon forecasted undiscounted cash
flows. Should impairment in value be indicated, the carrying value of
intangible assets will be adjusted, based on estimates of future discounted
cash flows resulting from the use and ultimate disposition of the asset. ASC
360-10 also requires assets to be disposed of be reported at the lower of the
carrying amount or the fair value less costs to sell.
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Goodwill and Other Intangible Assets- The Company periodically reviews
the carrying value of intangible assets not subject to amortization,
including goodwill, to determine whether impairment may exist. Goodwill and
certain intangible assets are assessed annually, or when certain triggering
events occur, for impairment using fair value measurement techniques. These
events could include a significant change in the business climate, legal
factors, a decline in operating performance, competition, sale or disposition
of a significant portion of the business, or other
factors. Specifically, goodwill impairment is determined using a
two-step process. The first step of the goodwill impairment test is used to
identify potential impairment by comparing the fair value of a reporting unit
with its carrying amount, including goodwill. The Company uses level 3 inputs
and a discounted cash flow methodology to estimate the fair value of a
reporting unit. A discounted cash flow analysis requires one to make various
judgmental assumptions including assumptions about future cash flows, growth
rates, and discount rates. The assumptions about future cash flows and growth
rates are based on the Company’s budget and long-term plans. Discount rate
assumptions are based on an assessment of the risk inherent in the respective
reporting units. If the fair value of a reporting unit exceeds its carrying
amount, goodwill of the reporting unit is considered not impaired and the
second step of the impairment test is unnecessary. If the carrying amount of a
reporting unit exceeds its fair value, the second step of the goodwill
impairment test is performed to measure the amount of impairment loss, if
any. The second step of the goodwill impairment test compares the implied
fair value of the reporting unit’s goodwill with the carrying amount of that
goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the
implied fair value of that goodwill, an impairment loss is recognized in an
amount equal to that excess. The implied fair value of goodwill is determined
in the same manner as the amount of goodwill recognized in a business
combination. That is, the fair value of the reporting unit is allocated to
all of the assets and liabilities of that unit (including any unrecognized
intangible assets) as if the reporting unit had been acquired in a business
combination and the fair value of the reporting unit was the purchase price
paid to acquire the reporting unit.
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| |
|
As of September 30, 2011 and December 31, 2010, amortizable
intangible assets consist of trade names, customer contracts, patents and
Non-compete clause. These intangibles are being amortized on a
straight-line basis over their estimated useful lives of 3-5
years. For the nine months ending September 30, 2011 the Company
recorded amortization of our intangibles of $67,449 and
amortization of $ 52,155 for the nine months ending
September 30, 2010. For the three months ending September 30, 2011
the Company recorded amortization of our intangibles of $ 19,100, and
amortization of $ 17,385 for the three months ending September 30,
2010. Note 15 includes the balances of all intangibles as of
September 30, 2011 and December 31, 2010. The useful lives
pertaining to the intangible assets amortized are as follows:
|
| |
|
Intangibles acquired in acquisition of Arctic Solar
Engineering, Inc.
|
| |
| |
|
Useful life
|
|
|
|
Patents
|
|
5
|
|
|
|
Customer
Base
|
|
5
|
|
|
|
Trademarks
|
|
5
|
|
|
|
Non-Compete
|
|
3
|
|
|
| |
|
Intangibles disposed of pertaining to SATCO
|
| |
| |
| |
|
Useful life
|
|
|
|
Tradename
|
|
12
|
|
|
|
Customer
Relationships
|
|
10
|
|
|
|
Foreign Currency Translation and Transaction and translation - The financial position at present for the Company’s foreign
subsidiary Redquartz, LLC, established under the laws of the Country of
Ireland are determined using (U.S. dollars) reporting currency as the
functional currency. All exchange gains and losses from remeasurement of
monetary assets and liabilities that are not denominated in U.S. dollars are
recognized currently in other comprehensive income. All transactional gains
and losses are part of income or loss from operations (if and when incurred) will
be pursuant to current accounting literature. The Company’s functional
currency is the U.S dollar. We have an obligation related to our acquisition
of Redquartz as discussed in Note 7 which is denominated in Euro’s. The
change in currency valuation from our reporting this obligation in U.S
dollars is reported as a component of other comprehensive income consistent
with the relevant accounting literature.
|
| |
|
Income taxes - The Company accounts
for income taxes using the asset and liability method, which requires the
establishment of deferred tax assets and liabilities for the temporary
differences between the financial reporting basis and the tax basis of the
Company’s assets and liabilities at enacted tax rates expected to be in
effect when such amounts are realized or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. A valuation allowance
is provided to the extent deferred tax assets may not be recoverable after
consideration of the future reversal of deferred tax liabilities, tax
planning strategies, and projected future taxable income.
|
| |
|
The Company uses a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The guidance requires
the Company to recognize tax benefits only for tax positions that are more
likely than not to be sustained upon examination by tax
authorities. The amount recognized is measured as the largest
amount of benefit that is greater than 50 percent likely to be realized upon
settlement. A liability for “unrecognized tax benefits” is
recorded for any tax benefits claimed in our tax returns that do not meet
these recognition and measurement standards.
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Derivative Financial Instruments -The
Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. Derivative financial instruments are
initially measured at their fair value. For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value and is then re−valued at each reporting date, with
changes in the fair value reported as charges or credits to income. For
option−based derivative financial instruments, the Company uses the
Black−Scholes model to value the derivative instruments. The classification
of derivative instruments, including whether such instruments should be
recorded as liabilities or as equity, is reassessed at the end of each
reporting period. Derivative instrument liabilities are classified in the
balance sheet as current or non−current based on whether or not net−cash
settlement of the derivative instrument could be required within 12 months of
the balance sheet date.
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Recently Adopted and Recently Enacted Accounting Pronouncements
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In January 2010, the FASB issued FASB ASU No. 2010-06,
“Improving Disclosures about Fair Value Measurements,” which is now codified
under FASB ASC Topic 820, “Fair Value Measurements and Disclosures.” This ASU
will require additional disclosures regarding transfers in and out of Levels
1 and 2 of the fair value hierarchy, as well as a reconciliation of activity
in Level 3 on a gross basis (rather than as one net number). The ASU also
provides clarification on disclosures about the level of disaggregation for
each class of assets and liabilities and on disclosures about the valuation
techniques and inputs used to measure fair value for both recurring and
nonrecurring fair value measurements. FASB ASU No. 2010-06 is effective for
interim and annual periods beginning after December 15, 2009, except for the
disclosures requiring a reconciliation of activity in Level 3. Those
disclosures will be effective for interim and annual periods beginning after
December 15, 2010. The adoption of the portion of this ASU effective after
December 15, 2009, as well as the portion of the ASU effective after December
15, 2010, did not have an impact on our consolidated financial position,
results of operations or cash flows.
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In April 2010, the FASB issued FASB ASU No. 2010-17, “Milestone
Method of Revenue Recognition,” which is now codified under FASB ASC Topic
605, “Revenue Recognition.” This ASU provides guidance on defining a
milestone and determining when it may be appropriate to apply the milestone
method of revenue recognition for research and development transactions.
Consideration which is contingent upon achievement of a milestone in its
entirety can be recognized as revenue in the period in which the milestone is
achieved only if the milestone meets all criteria to be considered
substantive. A milestone should be considered substantive in its entirety,
and an individual milestone may not be bifurcated. An arrangement may include
more than one milestone, and each milestone should be evaluated individually
to determine if it is substantive. FASB ASU No. 2010-17 was effective on a
prospective basis for milestones achieved in fiscal years (and interim
periods within those years) beginning on or after June 15, 2010, with early
adoption permitted.
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If an entity elects early adoption, and the period of adoption
is not the beginning of its fiscal year, the entity should apply this ASU
retrospectively from the beginning of the year of adoption. This ASU did not
have any effect on the timing of revenue recognition and our consolidated
results of operations or cash flows.
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In December 2010, the FASB issued FASB ASU No. 2010-28, “When
to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with
Zero or Negative Carrying Amounts,” which is now codified under FASB ASC
Topic 350, “Intangibles — Goodwill and Other.” This ASU provides amendments
to Step 1 of the goodwill impairment test for reporting units with zero or
negative carrying amounts. For those reporting units, an entity is required
to perform Step 2 of the goodwill impairment test if it is more likely than
not a goodwill impairment exists. When determining whether it is more likely
than not an impairment exists, an entity should consider whether there are
any adverse qualitative factors, such as a significant deterioration in
market conditions, indicating an impairment may exist. FASB ASU No. 2010-28
is effective for fiscal years (and interim periods within those years)
beginning after December 15, 2010. Early adoption is not permitted. Upon
adoption of the amendments, an entity with reporting units having carrying
amounts which are zero or negative is required to assess whether is it more
likely than not the reporting units’ goodwill is impaired. If the entity
determines impairment exists, the entity must perform Step 2 of the goodwill
impairment test for that reporting unit or units. Step 2 involves allocating
the fair value of the reporting unit to each asset and liability, with the
excess being implied goodwill. An impairment loss results if the amount of
recorded goodwill exceeds the implied goodwill. Any resulting goodwill
impairment should be recorded as a cumulative-effect adjustment to beginning
retained earnings in the period of adoption. This ASU is did not have an
impact on our consolidated financial position, results of operations or cash
flows.
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