UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-K/A
Amendment No. 1
_________________
☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2012
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______ to ______
_________________
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
_________________
| Delaware | 000-50045 | 33-0823179 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation or Organization) | File Number) | Identification No.) |
130 Adelaide Street, West, Suite 701
Toronto,
Ontario, Canada M5H 2K4
(Address of Principal Executive Offices) (Zip Code)
(647) 229-0136
(Registrant’s telephone number, including area code)
N/A
(Former
name or former address and former fiscal year, if changed since last report)
_________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark if the disclosure document of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
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 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o |
| Non-accelerated filer o (do not check if a smaller reporting company) | Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date:
There were 18,675,800 shares of Common Stock outstanding as of April 4, 2013.
The aggregate market value of the Registrant's common stock, $0.0001 par value, held by non-affiliates as of June 30, 2012, the last business day of the second fiscal quarter, was $186,758 based on the average closing bid and asked prices for the Common Stock of $0.01 per share.
2
EXPLANATORY NOTE
The purpose of this Amendment No. 1
to Empire Global Corp.’s Quarterly Report on Form 10-K for the year ended December 31, 2012, filed with
the Securities and Exchange Commission on April 16, 2013, is to furnish Exhibit 101 to the Form 10-K in accordance
with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes
from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to
the Form 10-K. This Amendment No. 1 to the Form 10-K does not reflect events that may have occurred subsequent to the
original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant
to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed
not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to
liability under those sections.
3
PART IV
Item 15. Exhibits.
| Exhibit Number | Description | |
| 14.1 | Code of Ethics filed as an exhibit to Empire's form 10-KSB filed on April 17, 2006, and incorporated herein by reference. | |
| 31* | 13a-14(a) Certification of CEO and CFO | |
| 32* | Section 1350 Certification of CEO and CFO | |
| 101.INS** | XBRL Instance Document. | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| * These exhibits were previously included in the Registrant’s Form 10-K for the Year ended December 31, 2012, filed with the SEC on April 16, 2013. | ||
| ** Provided herewith | ||
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: July 13, 2015 | Empire Global Corp. |
| By: /s/ Michele Ciavarella | |
| Michele Ciavarella Chairman of the Board, Chief Executive Office, and Chief Financial Officer |
5
Summary of Significant Accounting Policies |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Accounting Policies [Abstract] | |
| Summary of Significant Accounting Policies |
3. Summary of Significant Accounting Policies
a) Basis of Presentation and Consolidation
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its subsidiary. All material intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal year end is December 31.
b) Cash
Cash consists of cash on hand and cash deposited with financial institutions, including money market accounts, and commercial paper purchased with an original maturity of three months or less.
c) Use of Estimates
In preparing the Company's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Significant estimates made by management are, among others, realizable of long-lived assets, and deferred taxes. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively.
d) Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.
Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.
e) Impairment of Long Lived Assets
In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as 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 cost to sell. During the reporting periods there was no impairment loss of long-lived assets recognized.
f) Earnings Per Share
FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic net earnings per common share are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.
Basic and diluted loss per share was the same, at December 31, 2012 and 2011, as there were no common stock equivalents outstanding.
g) Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes 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. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
h) Fair Value of Financial Instruments
We measure our financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The carrying value of the Company's short term investments, prepaid and sundry assets, accounts payable and accrued charges, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments.
The Company adopted accounting guidance for financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
The Company adopted a newly issued accounting standard for fair value measurements of all non-financial assets and liabilities not recognized or disclosed at fair value in the financial statements on a recurring basis.
i) Comprehensive Income
The Company adopted FASB ASC 220-10-45, "Reporting Comprehensive Income.", ASC 220-10-45 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of operations, and consists of net income and unrealized gains (losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments. |
Going Concern |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Going Concern | 2. Going Concern
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.
As of December 31, 2012, the Company has no cash or other assets, has incurred significant losses from operations since its inception and has not yet established any source of revenues. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management plans to mitigate its losses in future years by significantly reducing its operating expenses and seeking out new business opportunities. However, there is no assurance that the Company will be able to obtain additional financing, reduce its operating expenses or be successful in locating or acquiring a viable business.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Balance Sheets - USD ($) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| Current Assets | ||
| Cash | ||
| Current Assets | ||
| Total Assets | $ 0 | $ 0 |
| Current Liabilities | ||
| Accounts payable and accrued liabilities | 6,250 | |
| Advances from stockholders | 159,575 | $ 150,000 |
| Total Current Liabilities | $ 165,825 | $ 150,000 |
| Commitments and Contingencies | ||
| Stockholders Deficiency | ||
| Preferred Stock, $0.0001 par value, 20,000,000 shares authorized, none issued | ||
| Capital Stock, $0.0001 par value, 80,000,000 shares authorized; 18,675,800 shares issued and outstanding, | $ 1,868 | $ 1,868 |
| Additional paid-in capital | 4,916,600 | 4,909,002 |
| Deficit accumulated during the development stage | (126,013) | (102,590) |
| Accumulated Deficit | (4,958,280) | (4,958,280) |
| Total Stockholders' Equity (Deficiency) | (165,825) | (150,000) |
| Total Liabilities and Stockholder' Equity | $ 0 | $ 0 |
Discontinued Operations (Details) - 36 months ended Dec. 31, 2012 - USD ($) |
Total |
|---|---|
| Discontinued Operations and Disposal Groups [Abstract] | |
| Shares in exchange for the elimination of debt | 5,000,000 |
| Debt elimination | $ 200,000 |
| Discontinued operation: Loss on disposal of discontinued operations | $ (6,458) |
Nature of Business and operations |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Nature of Business and operations | 1. Nature of Business and Operations
Empire Global Corp. ("Empire" or "the Company") was incorporated in the state of Delaware on August 26, 1998 as Pender International Inc. On September 30, 2005 contemporaneously with a change in management and business plan changed its name to Empire Global Corp. On January 5, 2010, the Company became a development stage company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities. The Company's principal executive offices are headquartered in Toronto, Canada.
On December 9, 2011, the Company entered into a Stock Purchase and Share Exchange Agreement (the "Agreement") to acquire Avontrust Global Pte. Ltd. ("AVT"), a Singapore company with its head office and operations in Singapore. As disclosed in note 9, on July 2, 2012, prior to the closing of the Agreement, the Company and AVT mutually agreed to terminate the Agreement as a result the Company no longer has any business operations and is actively seeking new business opportunities.
The Company has been looking for potential acquisitions. Accordingly, the Company's activities have been accounted for as those of a Development Stage Enterprise starting from January 5, 2010. The Company's financial statements are identified as those of a development stage company, and the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. |
Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| STOCKHOLDERS' EQUITY | ||
| Preferred stock - par value | $ 0.0001 | $ 0.0001 |
| Preferred stock - authorized | 20,000,000 | 20,000,000 |
| Preferred stock - issued | ||
| Capital stock - par value | $ 0.0001 | $ 0.0001 |
| Capital stock - authorized | 80,000,000 | 80,000,000 |
| Capital stock - issued | 18,675,800 | 18,675,800 |
Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||
| Income Taxes Tables | |||||||||||||||||||||||||||||||||||||
| Deferred tax assets |
|
||||||||||||||||||||||||||||||||||||
Document and Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2012 |
Oct. 24, 2012 |
Jun. 30, 2012 |
|
| Document And Entity Information | |||
| Entity Registrant Name | EMPIRE GLOBAL CORP. | ||
| Entity Central Index Key | 0001080319 | ||
| Document Type | 10-K | ||
| Document Period End Date | Dec. 31, 2012 | ||
| Amendment Flag | false | ||
| Current Fiscal Year End Date | --12-31 | ||
| Is Entity a Well-known Seasoned Issuer? | No | ||
| Is Entity a Voluntary Filer? | No | ||
| Is Entity's Reporting Status Current? | Yes | ||
| Entity Filer Category | Smaller Reporting Company | ||
| Entity Public Float | $ 186,758 | ||
| Entity Common Stock, Shares Outstanding | 18,675,800 | ||
| Document Fiscal Period Focus | FY | ||
| Document Fiscal Year Focus | 2012 |
Advances from Stockholders - Related party (Details) - USD ($) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Advances from stockholders | $ 159,575 | $ 150,000 |
| Braydon Capital Corp. [Member] | ||
| Related Party Transaction [Line Items] | ||
| Advances from stockholders | 31,314 | 31,314 |
| Gold Street Capital [Member] | ||
| Related Party Transaction [Line Items] | ||
| Advances from stockholders | $ 128,261 | $ 118,686 |
Statements of Operations - USD ($) |
12 Months Ended | 36 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Income Statement [Abstract] | |||
| Revenue | |||
| General and administrative expenses | $ 15,825 | $ 25,197 | $ 111,868 |
| Interest expense - stockholders | 7,598 | 6,547 | 14,145 |
| Loss from continuing operations | (23,423) | (31,744) | (126,013) |
| Discontinued operation: Loss on disposal of discontinued operations | (6,458) | ||
| Net Loss | $ (23,423) | $ (31,744) | $ (132,471) |
| Basic and fully diluted loss per share - continuing operations | $ (0.001) | $ (0.002) | |
| Basic and fully diluted loss per share - discontinued operations | (0.000) | (0.000) | |
| Basic and fully diluted loss per share | $ (0.001) | $ (0.002) | |
| Basic and fully diluted weighted average number of shares | 18,675,800 | 18,675,800 | |
Discontinued Operations |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Discontinued Operations and Disposal Groups [Abstract] | |
| Discontinued Operations | 6. Discontinued Operations
|
Income Taxes |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012 | |||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
| Income Taxes | 5. Income Taxes
The Company is incorporated in the United States of America and is subject to United States federal taxation. No provisions for income taxes have been made, as the Company had no U.S. taxable income for the year ended December 31, 2012 and 2011. The Company's deferred tax assets as of December 31, 2012 and 2011 are as follows:
The Company has accumulated a net operating loss carryforward ("NOL") of approximately $5 million as of December 31, 2012.
This NOL may be offset against future taxable income through the year 2032. The use of these losses to reduce future income
taxes will depend on the generation of sufficient taxable income prior to the expiration of the NOL. No tax benefit has been
reported in the financial statements for the year ended December 31, 2012 and 2011 because it has been fully offset by a valuation
reserve. The use of future tax benefit is undetermined because we presently have no operations. NOL incurred are subject to limitation due to any ownership change (as defined under Section 382 of the Internal Revenue Code of 1986) which resulted in a change in business direction. Unused limitations may be carried over to future years until the NOLs expire. Utilization of NOLs may also be limited in any one year by alternative minimum tax rules. |
||||||||||||||||||||||||||||||||||||
Advances from Stockholders (Details Narrative) - USD ($) |
12 Months Ended | 36 Months Ended | |
|---|---|---|---|
Dec. 31, 2012 |
Dec. 31, 2011 |
Dec. 31, 2012 |
|
| Related Party Transactions [Abstract] | |||
| Interest rate | 5.00% | ||
| Interest expense - stockholders | $ 7,598 | $ 6,547 | $ 14,145 |
Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation and Consolidation | a) Basis of Presentation and Consolidation
The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its subsidiary. All material intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal year end is December 31. |
| Cash | b) Cash
Cash consists of cash on hand and cash deposited with financial institutions, including money market accounts, and commercial paper purchased with an original maturity of three months or less. |
| Use of Estimates | c) Use of Estimates
In preparing the Company's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Significant estimates made by management are, among others, realizability of long-lived assets, and deferred taxes. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively. |
| Property, Plant and Equipment | d) Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expensed as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income. |
| Impairment of Long Lived Assets | e) Impairment of Long Lived Assets
In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as 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 cost to sell. During the reporting periods there was no impairment loss of long-lived assets recognized. |
| Earnings Per Share | f) Earnings Per Share
FASB ASC 260, "Earnings Per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic net earnings per common share are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.
Basic and diluted loss per share was the same, at December 31, 2012 and 2011, as there were no common stock equivalents outstanding. |
| Income Taxes | g) Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes 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. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
| Fair Value of Financial Instruments | h) Fair Value of Financial Instruments
We measure our financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The carrying value of the Company's short term investments, prepaid and sundry assets, accounts payable and accrued charges, and advances from shareholder approximate fair value because of the short term maturity of these financial instruments.
The Company adopted accounting guidance for financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.
The Company adopted a newly issued accounting standard for fair value measurements of all non-financial assets and liabilities not recognized or disclosed at fair value in the financial statements on a recurring basis. |
| Comprehensive Income | i) Comprehensive Income
The Company adopted FASB ASC 220-10-45, "Reporting Comprehensive Income.", ASC 220-10-45 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of operations, and consists of net income and unrealized gains (losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments. |
Commitments and Contingencies |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies |
7. Commitments and Contingencies
The Company may be subject to claims arising in the ordinary course of business. The Company was subject to direct legal proceedings which were concluded in June 2010 and in indirect proceedings involving our current Chairman and Principal Executive Officer which were concluded in May 2011. As a result of the conclusion of these matters, the Company and our Chairman and Executive Officer are no longer subject to ongoing legal proceedings.
On December 10, 2004, the Ontario Securities Commission ("OSC") served upon the former President and C.E.O. of the Company ("executive officer"), and companies controlled by our executive officer, as well as a shareholder of the Company related to the father of our former Chairman Kalson Jang and an unrelated party hired by Kalson Jang's father, collectively the "respondents" an order to cease trading in shares of Pender International Inc. ("Pender") an Ontario corporation owned by our former Chairman Kalson Jang and his father Kalano Jang a former shareholder of the Company. The allegations stated among other things that Armistice was a worthless, flooded mine and that there was no basis for the increase in the share price of the Company. On September 26, 2006 the Royal Canadian Mounted Police ("RCMP") charged our executive officer.
As a result of the court proceedings, it was learned that the individual co-accused with our executive officer, while employed by a company associated with Kalano Jang, was a rogue RCMP agent and acted to defraud our executive officer, it was also discovered that senior RCMP officers had tampered with evidence allegedly to cover-up certain improper RCMP procedures and actions leading to the fraud perpetrated against our executive officer and admitted to a violation of his Canadian Charter Rights. On May 17, 2011 our executive officer entered into a settlement agreement offered by the OSC whereby the OSC agreed that our executive officer had no involvement in the fraud perpetrated against him by the co-accused RCMP agent and our executive officer agreed that he failed to properly monitor his trading accounts leading to the fraud committed against him by the former RCMP agent. Our executive officer agreed not to act in the capacity of an officer or director of any Canadian issuer for a period of five years.
Criminal charges and proceedings against our executive Officer were subsequently stayed on May 18, 2011. |
Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2012 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
8. Subsequent Events
The Company has evaluated all events or transactions that occurred subsequent to December 31, 2012 through the date these financial statements were issued, and has disclosed as follows:
On March 3, 2013, the Ontario Securities Commission withdrew all proceedings against two companies controlled by our executive officer, Firestar Capital Management Corporation and Firestar Investment Management Group Inc. arising from allegations made by the Ontario Securities Commission on December 21, 2004. (See Note 7). |
Advances from Stockholders (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related party |
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Income Taxes (Details Narrative) |
Dec. 31, 2012
USD ($)
|
|---|---|
| Income Tax Disclosure [Abstract] | |
| Net operating loss carryforward | $ 5,000,000 |
Shareholders Equity - USD ($) |
Common Stock |
Additional Paid-In Capital |
Accumlated Other Comprehensive Loss |
Accumulated Deficit |
Total |
|---|---|---|---|---|---|
| Beginning Balance, Shares at Dec. 31, 2010 | 18,675,800 | ||||
| Beginning Balance, Amount at Dec. 31, 2010 | $ 1,868 | $ 4,909,455 | $ (5,029,126) | ||
| Imputed interest | 6,547 | $ 6,547 | |||
| Net Loss | (31,744) | (31,744) | |||
| Ending Balance, Shares at Dec. 31, 2011 | 18,675,800 | ||||
| Ending Balance, Amount at Dec. 31, 2011 | $ 1,868 | 4,909,002 | (5,060,870) | (150,000) | |
| Imputed interest | 7,598 | 7,598 | |||
| Net Loss | (23,423) | (23,423) | |||
| Ending Balance, Shares at Dec. 31, 2012 | 18,675,800 | ||||
| Ending Balance, Amount at Dec. 31, 2012 | $ 1,868 | $ 4,916,600 | $ (5,084,293) | $ (165,825) |
Advances from Stockholders |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Advances from Stockholders | 4. Advances from stockholders
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Income Taxes (Details) - USD ($) |
Dec. 31, 2012 |
Dec. 31, 2011 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| Net loss carryforward | $ 1,779,000 | $ 1,771,000 |
| Valuation allowance | $ (1,779,000) | $ (1,771,000) |
| Deferred tax assets |