Item 1. Business.
Background
Advanced Credit Technologies, Inc., an operating company, was incorporated under the laws of the state of Nevada on February 25, 2008.
Advanced Credit Technologies, Inc. has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings. Since becoming incorporated, Advanced Credit Technologies, Inc. has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Advanced Credit Technologies, Inc. is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose and is currently operational. Since our inception, we have been engaged in business activities, including researching the industry, developing our advertising platforms, performing due diligence regarding potential customers most suitable for our Advanced Credit Technologies, Inc. services and identifying future business platforms.
Currently, Advanced Credit Technologies, Inc. has two officers and directors who have assumed responsibility for all planning, development and operational duties. Other than the officers and directors, there are no employees at the present time. We do anticipate hiring employees when the need arises.
Advanced Credit Technologies, Inc. has no intention to engage in a merger or acquisition with an unidentified company nor does management intend to use the Company, once reporting as a vehicle for a private Company to become a reporting company. We may pursue strategic acquisitions that compliment our current business model within the advertising industry which may allow us to expand our activities and capabilities
.
Advanced Credit Technologies, Inc.’s fiscal year end is December 31.
Business of Issuer
Our services are in the U.S. under the brand name Advanced Credit Technologies, Inc. We have implemented the Phase 1 build out of our business by providing consumers a simplified way of managing their credit. Although we are a development stage Company, we currently generate minimal revenues from operations. Our services, while not technically difficult to provide, must be continually developed to provide our clients the most current platforms. By using our proprietary software system, a client can perform affordable credit management with an automated process and clearly understand the credit scoring (FICO) system currently used the country.
In addition, we are offering affiliate websites that will give affiliates a custom home page for them to use as a portal for their customers. This is an excellent profit center and gives us high retention for those affiliates.
Our technology will focus initially on two channels:
Retail. End users who would traditionally have to buy a kit or hire a credit management specialist to do this for them. The drawback to most self-help methods is that it usually doesn’t work, and in some cases makes the situation worse. Our software, along with video tutorials, makes it easy for a client to succeed. The process is the same for everyone, why would you pay hundreds or thousands if you could do it yourself for minimal expense.
Wholesale. Those who wish to offer as a complimentary service to existing and potential clients to close more sales in their particular business -- from real estate, automotive, loan originators, boat and RV facilities, to insurance professionals. All in an effort to build a client network of profitable sales.
Industry Background
The number of Americans with bad credit has risen sharply since 2007, with more than 45 million now affected by a negative credit history( scores below 599 ), according to a July 2010 study by FICO (htpp://www.creditscoring.com/twoandtwo/fall//). The increase reflects a spike in delinquencies on home loans and credit cards by middle-class Americans. The company did not create the aforementioned website, however, we deem the information reliable and accurate in regards to the current credit scoring tables of Americans today.
The credit management business consists of thousands of smaller firms, organizations and individual consultants for everyone of the few dozen well-known companies. There are currently thousands of companies in the U.S. offering credit management and debt elimination services. credit management participants range from major consultants to thousands of individuals.
Due to widespread abuses, the Federal Trade Commission recently approved a rule (July 29, 2010, taking effect in October 2010) which makes it very hard for companies to pitch their business by advertising dubious claims related to their success rates. Among others, it prevents them from charging upfront fees.
We would like to emphasize here that we are not in the business of settling debts on behalf of clients, nor collecting upfront fees as a partial payment for service rendered or to be rendered in the future. We merely sell a product that involves a process to challenge information on credit reports, which may be wrong. The client is the one using the software to assist themselves.
Our Services
We offer a proprietary software platform which allows customers to monitor and manage their credit from the privacy of their own homes. They can sign up from their home or office via the Internet and manage their credit. The technology is unique in the industry and offers a reminder service and prompts the customer through the entire process.
Our web-based platform has been put through numerous tests by Contata, our software partner. Contata ran thousands of trials using real people as mock clients going through the whole process. These thorough and comprehensive tests resulted in our current glitch-free platform, which can operate with thousands of clients at the same time and it can be scaled to any dimension if required. Our services include the following:
The customer is provided with everything they need, that can be provided over the Internet, to manage their credit. This service is offered at a price that cannot be matched by anyone operating a traditional credit management firm because of the need for employees.
Our new phase II software, TurnScor / TurnScor Pro creates your own personalized home page and organizes your credit profile which is updated in real time and is accessible 24/7. The three major credit bureaus are hoping you get distracted, dejected, or simply give up and settle for a sub-par credit score. This means that credit card companies, banks and mortgage lenders can charge you a higher rate of interest, costing you thousands of dollars in wealth building capabilities
The wholesale division (ACT) also offers the processing of credit management to other firms that wish to offer this service or for those that do offer this service. ACT will increase their profit and reduce overhead.
We also offer private label websites allowing customers to use their store front to offer our services. In addition, we offer consulting services.
The Market
TurnScor / TurnScor Pro will be focusing initially on the general consumer market and on any company that bases the majority of its sales through their customers credit such as mortgage companies, real estate companies and auto and marine dealers.
We will also market heavily to large organizations who can offer ACT as a service to their members such as unions, non-profits, churches, etc. Part of our marketing will be to the general consumer as it is our largest market it is also the most difficult and expensive to reach.
Improving FICO scores by using our software will necessarily take some time, which will pass anyway. There are millions of individuals who currently have no credit buying power but who will once the economy improves. By buying our service now, they will save time, and as soon as their buying power is restored, they will be able to buy on credit.
We have created an ebook as well as video tutorials which explain the credit management process and also help to sell the online software component. This ebook will give the consumer added value to their purchase and give us an additional opportunity to up sell them for added services in the process.
Because exposure, response and overall efficiency of Internet media are easier to track than traditional off-line media - through the use of web analytics for instance - Internet credit management can offer a greater sense of accountability for clients.
Marketers and their clients are becoming aware of the need to measure the collaborative effects of marketing (i.e., how the Internet affects in-store sales) rather than siloing each advertising medium. The effects of multi-channel marketing can be difficult to determine, but are an important part of ascertaining the value of media campaigns.
Marketing Strategy
Our core marketing strategy will consist of business to business communications. From small to large business all across the country, we have started to generate revenue in all of our vertical markets. The automotive industry is going to be our first large scale opportunity, followed by real estate, insurance, and mortgage. Large corporations looking for employee benefits could also take advantage of our software in an effort to improve efficiencies and employee morale.
Networking through social media is the future. A product needs a media to spread the word. This can be achieved very efficiently using social media by communicating with an ever expanding number of potential clients, answering their questions, promoting new features, getting feedback, criticism and kudos as well as suggestions. Some of those hundreds of millions of individuals active in social media may become our best, unpaid marketing agents
ACT together with our technology partner, Contata, will be expanding revenue streams through social networking. We firmly believe that this is where the next technology revolution resides.
Through additional research and looking at current marketing strategies we have determined it would not be a wise use of funds to do an infomercial or high production video as it is cost prohibitive.
Search Engine Optimization and branding our product with blogging, video blogging and article submission will be used in conjunction with our Facebook advertising efforts driving people to either a contact up opt-in or weekly Facebook marketing list.
Direct selling will also be used to warm up markets and referrals to realtors, lenders and auto dealers.
Competition
Competition in the credit management industry is growing however, we believe we separate ourselves from other credit management companies in that we provide our platform on a wholesale basis and our methodology and process is free to the end users under our business model. Some of the largest credit repair companies include Lexington Law, Sky Blue Credit, DSI Solutions, MSI Credit Solutions and Credit Assistance Network. Many of our competitors are larger and have greater financial resources than we do. Accordingly, we must rely on our innovative, proprietary software platform to gain market share in the industry.
Government Regulation
Current governmental regulations in place are geared toward protecting consumers’ rights and privacy. As a result, we have put into place safeguards for online marketing campaigns pertaining to: Trademarks, Copyrights and Privacy. In addition, online marketing via email requires compliance with the federal CAN SPAM act. The CAN SPAM Act regulates the way email campaigns are conducted. The Company’s operations are not directly affected by this Act because a third party company will be contracted to implement such a campaign. Individuals have the ability to opt in or opt out in connection with the receipt of such promotional material. Other than regulations incidental to all business, the Company is not subject to any particular government regulation that would or could materially impact the Company’s business. The costs associated with these requirements add to our cost of services provided.
Employees
Other than our officers and directors, there are no employees of the Company. Our officers and directors intend to do whatever work is necessary to increase revenues from operating. Human resource planning will be part of an ongoing process that will include constant evaluation of operations and revenue realization.
Board Committees
ACT has not yet implemented any board committees as of the date of this Prospectus.
Directors
There is no maximum number of directors ACT is authorized to have. However, in no event may ACT have less than one director. Although the Company anticipates appointing additional directors, it has not identified any such person(s).
Item 1A.
Item 1A. Risk Factors.
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
ACT’s corporate office is located at 15322 Galaxie Ave So, Suite 211, Apple Valley, MN 55124 and our telephone number is 612-961-4536. The Company leases its office pursuant to an agreement entered into in April 2013 that calls for rent in the amount of $300 per month that includes phone and internet.
ACT’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. ACT does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
Item 3.
Item 3. 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.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during the fourth quarter of 2013.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
As of the date of this prospectus, there are no outstanding options or warrants to purchase, or other instruments convertible into, common equity of the Company and other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.
As of the date of this document we have approximately 22,466,833.00 shares of common stock outstanding held by 96 shareholders.
Dividends
We have not paid any dividends on our common stock, and it is not anticipated that any dividends will be paid in the foreseeable future. The declaration and payment of dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.
Item 6.
Item 6. Selected Financial Data.
The following financial data has been derived from and should be read in conjunction with (i) our audited financial statements for the year ended December 31, 2013, and for the year ended December 31, 2012, together with the notes to these financial statements; (ii) and the sections of this report entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included elsewhere herein or filed with the SEC. Our historical results are not necessarily indicative of the results we may achieve in any future period.
Item 7.
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
The following discussion should be read in conjunction with (i) our financial statements for the years ended December 31, 2013 and December 31, 2012 together with the notes to these financial statements; and (ii) the section entitled “Business” that appears elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
The statements in this report include forward-looking statements. These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the advertising industry in particular; and, the continued employment of our key personnel and other risks associated with competition.
For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are an operational company, incorporated February 25, 2008.We have generated limited revenues and expect to generate increased revenues in the foreseeable future. See “Description of Business” contained herein.
Since our SEC effective date on October 27, 2011 ACT has successfully launched its new phase II software platform, TurnScor and TurnScor Pro, going after both the retail and wholesale vertical markets.
We have successfully embarked on a national Search Engine Optimization ( SEO ) program using GOOGLE keywords for the 50 largest metropolitan areas around the country. See Below
http://turnscor.com/New_York
http://turnscor.com/Illinois
http://turnscor.com/credit_score_Houston
http://turnscor.com/credit_repair_Miami
We are still securing additional funding ( investors ) as we grow our operations and build a BRAND NAME with TurnScor in the various markets around the country.
Our Officers and Directors are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.
Since incorporation, for the year ended the Company has financed its operations through private investment. We will continue to raise expansion capital through private placement or debt financing. For the year ended December 31, 2013, we had revenues of $45,476 and had total expenses of $254,025 as compared to revenues of $24,177 and expenses of $198,898 for the period December 31, 2012. For the year ended December 31, 2013 we had net loss of ($208,549)as compared to net loss of ($174,121) for the year ended December 31, 2012.
Results of Operations
For the year ended December 31, 2013, the Company reported an increase in revenues compared to the year ended December 31, 2012.
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 ACT 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. ACT 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 management may incur software development costs within the next 12 months.
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 needed. 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 compliment its business plan.
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 $150,000. With current revenues, the Company is able to continue business operations and with $150,000, the Company will be able to implement its expansion model. Any funding received over and above the estimated $150,000 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 December 31, 2013:
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities for the period ended December 31, 2013. 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 for the year ended December 31, 2013.
Cash Flows from Financing Activities
We have financed our operations from the issuance of equity securities and shareholder notes. Net cash provided by financing activities for the year ended December 31, 2012 through for the year ended December 31, 2013 of $191,700, 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, debt conversion to stock and $100,000 in shareholder loan notes.
Intangible Assets
There were no intangible assets during the period December 31, 2012 through December 31, 2013.
Material Commitments
In October of 2013 ACRT entered into a joint marketing venture with Capstone Bank Card, Inc. a California Corporation to build a stand alone TurnScor Pre-Paid Master Card platform to enhance our marketability within the under-banked and credit challenged segments of the overall market. Our initial marketing efforts have identified another opportunity to market our TurnScor software, in conjunction with Capstone ( 30 years in merchant processing ) our initial funding efforts have begun and our platform is now under construction. Our plan is to launch early in the 2nd quarter of 2015. Recent studies show that there are around 45-50 million Americans who can't access traditional banking sectors and our TurnScor Master Card Platform will assist this segment to reduce their expenses and rebuild their credit profiles.
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.
Cash and Cash Equivalents
We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. We have no cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Intangible Assets
We evaluate the recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. There was no impairment loss for the years ending December 31, 2012 through years end December 31, 2013.
Income Taxes
The Company accounts for income taxes as outlined in ASC 740 “Income Taxes”, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Fair Value of Financial Instruments
The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.
Share Based Payments
(included in ASC 718 “Compensation-Stock Compensation”)
In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.
The Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the share-based payments.
Recent Accounting Pronouncements
The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are not subject to risks related to foreign currency exchange rate fluctuations.
Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.
Item 8.
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors
Advanced Credit Technologies, Inc.
We have audited the accompanying balance sheets of Advanced Credit Technologies, Inc., (A Development Stage Company) as of December 31, 2013 and 2012, and the related statements of operations, stockholders' (deficit) and cash flows for the years then ended, and the period from inception (February 25, 2008) to December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advanced Credit Technologies, Inc., (A Development Stage Company) as of December 31, 2013 and 2012, and results of its operations and its cash flows for the years then ended, and for the period from inception (February 25, 2008) to December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has suffered a loss from operations and is in the development stage. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ David A. Aronson, CPA, P.A.
-------------------------------------
David A. Aronson, CPA. P.A.
North Miami Beach, Florida
December 19, 2014
Advanced Credit Technologies, Inc.
(A development stage enterprise)
Balance Sheet
See accompanying notes to financial statements
See accompanying notes to financial statements
See accompanying notes to financial statements
Advanced Credit Technologies Inc
Statements of Cash Flows
See accompanying notes to financial statements
ADVANCED CREDIT TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2013 and 2012
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Advanced Credit Technologies, Inc. ("ACTI" or the "Company") was incorporated in Nevada in February 2008. The Company is in the development stage and provides a state of the art credit management platform that is a web based delivery system. Industries that benefit from the Company's technology include realtors, auto dealers and loan originators.
Revenue Recognition
In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company:
Revenue is recognized at the time the product is delivered or services are performed. Provision for sales returns are estimated based on the Company's historical return experience. Revenue is presented net of returns.
Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, accrued expenses, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
The Company has adopted Accounting Standards Codification ("ASC") 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Fair Value Measurements (continued)
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company did not identify any other non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Segment Information
The Company follows Accounting Standards Codification ("ASC") 280, "Segment Reporting". The Company currently operates in a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
Net Loss Per Common Share
Basic net (loss) income per common share is calculated using the weighted average common shares outstanding during each reporting period. Diluted net (loss) income per common share adjusts the weighted average common shares for the potential dilution that could occur if common stock equivalents (convertible debt and preferred stock, warrants, stock options and restricted stock shares and units) were exercised or converted into common stock. There were no common stock equivalents at December 31, 2013.
Income Taxes
Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities.
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes (continued)
ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees in accordance with ASC 718, Compensation - Stock Compensation. ASC 718 requires all share-based compensation payments to be recognized in the financial statements based on the fair value using an option pricing model. ASC 718 requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.
Equity instruments granted to non-employees are accounted for in accordance with ASC 505, Equity. The final measurement date for the fair value of equity instruments with performance criteria is the date that each performance commitment for such equity instrument is satisfied or there is a significant disincentive for non-performance.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Recent Pronouncements
There are no recent accounting pronouncements that apply to the Company.
Note 2. LOANS PAYABLE - STOCKHOLDERS
During 2013 and 2012, certain stockholders of the Company advanced the Company $125,199 and $12,000, respectively, to pay for certain expenses. The loans have a balance of $112,199 at December 31, 2013, bear no interest and are payable on demand.
Note 3. 10% CONVERTIBLE NOTES
In August 2012, the Company issued a $25,000 convertible note due in February 2013. Interest on the note accrued at the rate of 10% per annum and was payable upon maturity. The note was converted into 250,000 shares of the Company's common stock at the rate of $0.10 per share as per the terms of the note. Accrued interest of $1,250 was capitalized as additional paid-in capital at the time of conversion.
In November 2012, the Company issued a $10,000 convertible note due in April 2013. Interest on the note accrued at the rate of 10% per annum and was payable upon maturity. The note was converted into 100,000 shares of the Company's common stock at the rate of $0.10 per share as per the terms of the note. Accrued interest of $500 was capitalized as additional paid-in capital at the time of conversion.
In November 2012, the Company issued a $3,000 convertible note due in April 2013. Interest on the note accrued at the rate of 10% per annum and was payable upon maturity. At December 31, 2013, the note had a principal balance of $3,000 and accrued interest of $413.
In January 2013, the Company issued a $3,000 convertible note due in July 2013. Interest on the note accrued at the rate of 10% per annum and was payable upon maturity. The note was converted into 30,000 shares of the Company's common stock at the rate of $0.10 per share as per the terms of the note. Accrued interest of $150 was capitalized as additional paid-in capital at the time of conversion.
In June 2013, the Company issued a $3,000 convertible note due in December 2013. Interest on the note accrues at the rate of 10% per annum and is payable upon maturity. At December 31, 2013, the note had a principal balance of $3,000 and accrued interest of $150.
In October 2013, the Company issued a $3,000 convertible note due in April 2014. Interest on the note accrues at the rate of 10% per annum and is payable upon maturity. At December 31, 2013, accrued interest on the note totaled $75.
Note 4. STOCKHOLDERS' EQUITY
In February 2008, the Company issued 15,000,000 shares of common stock at par value to the founders of the Company.
In November 2009, the Company issued 250,000 shares of common stock at par value.
Note 4. STOCKHOLDERS' EQUITY (continued)
In January 2010, the Company issued 100,000 shares of common stock at $0.10 per share.
In March 2010, the Company issued 175,000 shares of common stock at $0.10 per share.
In April 2010, the Company issued 210,00 shares of common stock at $0.10 per share.
In May 2010, the Company issued 250,000 shares of common stock at $0.10 per share.
In June 2010, the Company issued 175,000 shares of common stock at $0.10 per share.
In July 2010, the Company issued 375,000 shares of common stock at $0.10 per share.
In August 2010, the Company issued 200,000 shares of common stock at $0.10 per share.
In September 2010, the Company issued 50,000 shares of common stock at $0.10 per share.
In October 2010, the Company issued 75,000 shares of common stock at $0.10 per share.
In November 2010, the Company issued 100,000 shares of common stock at $0.10 per share.
In December 2010, the Company issued 365,000 shares of common stock at $0.10 per share.
In January 2011, the Company issued 155,000 shares of common stock at $0.10 per share.
In February 2011, the Company issued 10,000 shares of common stock at $0.10 per share.
In March 2011, the Company issued 10,000 shares of common stock at $0.10 per share.
Note 4. STOCKHOLDERS' EQUITY (continued)
In April 2011, the Company issued 60,000 shares of common stock at $0.10 per share.
In May 2011, the Company issued 215,000 shares of common stock at $0.10 per share.
In June 2011, the Company issued 234,000 shares of common shares at $0.10 per share.
In July 2011, the Company issued 60,000 shares of common shares at $0.10 per share.
In August 2011, the Company issued 50,000 shares of common shares at $0.10 per share.
In September 2011, the Company issued 50,000 shares of common stock at $0.10 per share.
In September 2011, the Company issued 962,500 shares of common stock at $0.10 per share for services provided to the company.
In October 2011, the Company issued 60,000 shares of common stock at $0.10 per share.
In November 2011, the Company issued 890,000 shares of common stock at $0.10 per share.
In December 2011, the Company issued 130,000 shares of common stock at $0.10 per share.
In January 2012, the Company issued 400,000 shares of common stock at $0.10 per share.
In February 2012, the Company issued 100,000 shares of common stock at $0.10 per share.
In March 2012, the Company issued 60,000 shares of common stock at $0.10 per share.
In April 2012, the Company issued 20,000 shares of common stock at $0.15 per share.
Note 4. STOCKHOLDERS' EQUITY (continued)
In April 2012, the Company issued 20,000 shares of common stock at $0.10 per share.
In May 2012, the Company issued 33,333 shares of common stock at $0.15 per share.
In May 2012, the Company issued 26,665 shares of common stock at $0.10 per share.
In July 2012, the Company issued 100,000 shares of common stock at $0.10 per share.
In December 2012, the Company issued 182,000 shares of common stock at $0.10 per share for services provided to the company.
In January 2013, the Company issued 120,000 shares of common stock at $0.10 per share for services provided to the company.
In February 2013, the Company issued 300,000 shares of common stock at $0.10 per share.
In March 2013, the Company issued 110,000 shares of common stock at $0.10 per share.
In May 2013, the Company issued 100,000 shares of common stock at $0.10 per share upon conversion of a note (See note 3).
In May 2013, the Company issued 40,000 shares of common stock at $0.15 per share for services provided to the company.
In June 2013, the Company issued 33,335 shares of common stock at $0.10 per share for services provided to the company.
In June 2013, the Company issued 100,000 shares of common stock at $0.10 per share.
In July 2013, the Company issued 80,000 shares of common stock at $0.10 per share upon conversion of a note (See note 3).
In July 2013, the Company issued 135,000 shares of common stock at $0.10 per share.
Note 4. STOCKHOLDERS' EQUITY (continued)
In August 2013, the Company issued 30,000 shares of common stock at $0.10 per share.
In September 2013, the Company issued 110,000 shares of common stock at $0.10 per share.
In September 2013, the Company issued 60,000 shares of common stock at $0.10 per share for services provided to the company.
In October 2013, the Company issued 80,000 shares of common stock at $0.10 per share for services provided to the company.
In December 2013, the Company issued 15,000 shares of common stock at $0.10 per share upon conversion of a note (See note 3).
Note 5. COMMITMENTS AND CONTINGENCIES
In 2012, the Company leased its office pursuant to an agreement entered into in December 2009. The lease, which terminated in November 2012, called for minimum monthly lease payments of $600.
Rent expense under the terms of this lease totaled $6,600 for the year ended December 31, 2012.
The Company leases its office on a month to month basis pursuant to an agreement entered into in April 2013 that calls for monthly rental payments of $300.
Rent expense under the terms of this lease totaled $2,125 for the year ended December 31, 2013.
Note 6. INCOME TAXES
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:
As of December 31, 2013, the Company had a net operating loss carry forward of approximately $692,000. This loss will be available to offset future taxable income. If not used, this carry forward will begin to expire in 2028. The deferred tax asset relating to the operating loss carry forward has been fully reserved at December 31, 2013. The principal difference between the operating loss for income tax purposes and reporting purposes is stock issued for services.
Note 7. BASIS OF REPORTING
The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company has experienced a loss from operations during its development stage as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the period from February 25, 2008 (inception) to December 31, 2013, the Company incurred a net loss of approximately $904,000. In addition, the Company has no significant assets or revenue generating operations.
The Company currently does not have sufficient cash to sustain itself for the next 12 months, and will require additional funding in order to execute its plan of operations and to continue as a going concern. To meet its cash needs, management expects to raise capital through a private placement offering. In the event that this funding does not materialize, certain stockholders have agreed, orally, to loan, on a non-interest bearing demand basis, sufficient funds to maintain the Company's operations for the next 12 months.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 8 - SUBSEQUENT EVENTS
In 2009, the FASB ASC Topic 865 (formerly FASB 165, Subsequent Events) , which defines the period after the balance sheet date that subsequent events should be evaluated and provides guidance in determining if the event should be reflected in the current financial statements. This ASC Topic also requires disclosure regarding the date through which subsequent events have been evaluated. The Company adopted the provisions of Statement 165 as of December 31, 2009.
The Company has evaluated subsequent events through the time December 31, 2013. Financial statements were issued on January 12, 2015. No events have occurred subsequent to December 31, 2013 that require disclosure or recognition in these financial statements other than as listed below.
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. 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 fourth 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.
There has been no change in our internal controls over financial reporting during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management of is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting for the year ending December 31, 2013. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
Based on the assessment performed, management has concluded that the Company’s internal control over financial reporting, for the year ending December 31, 2013, is effective and provides reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements in accordance with generally accepted accounting principles. Further, management has not identified any material weaknesses in internal control over financial reporting for the yeat ending December 31, 2013.
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Item 9B.
Item 9B. Other Information.
There exists no information required to be disclosed by us in a report on Form 8-K during the three-month period ended December 31, 2013, but not reported.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Our directors and executive officers and their ages as of January 12, 2015 is as follows:
Executive Officers and Directors
The term of office for each director is one year, or until the next annual meeting of the shareholders.
Biographical Information
Set forth below is a brief description of the background and business experience of our executive officers and directors.
Chris Jackson. Mr. Jackson is a founder and has served as the President and Chief Operating Officer since inception. Mr. Jackson attended Texas Lutheran University. He has been in sales management for the better part of 15 years. Mr. Jackson ran several automotive dealerships sales departments and has a keen awareness of the credit markets importance. During the past four years, Mr. Jackson has been involved with all aspects of the credit management software industry. From 2006 to 2007, Mr. Jackson worked for Mortgage Credit Specialists and since that time, has overseen the construction and implementation of company's technology platform. His personal hands on experience in the industry is key to the Company’s long term success and growth strategies.
Mr. Jackson’s main focus will be the implementation of sales strategies for growing the Company’s revenues. Mr. Jackson will devote 100% of his time to revenue generation and sales support within the Company.
Enrico Giordano. Mr. Giordano is a founder and has served as the Company Treasurer since inception and will take on a more significant role as he helps grow the company. Mr. Giordano holds a BA degree in Mass Communications from the University of South Florida and has excelled in Mass Communication Law as his elective studies. Mr. Giordano has been a consultant for over 20 years and has worked with various types of deal structures, from helping structure the proposed sale and relocation of an NBA franchise to working with a structure on e-business companies and the web integration field that included associations with executives of corporations such as Compaq, Digital Equipment Corp., Apple Computer, VisiCorp, Fortress Technologies and IBM. From 2006 through 2007, Mr. Giordano worked on a consulting basis for SellaVision, Inc., a company involved with the infomercial and electronic retailing industry. From 2008 until present, has also been instrumental in structuring and negotiating on behalf of the Company. Mr. Giordano has already been successful in creating alliances that can be significant to the Company's future growth potential. Mr. Giordano will devote most of his time to this effort, thus helping ensure the success of ACT.
For the past two years all of Mr. Giordano's time and efforts have been solely concentrated on the Company. From price point to structure as well as the marketing of the product to affiliate programs which are now ready to rolled out. These are all part of the vision along with Mr. Jackson in order to bring to market a product that is reliable, affordable and one that can help thousands upon thousands of people in today's economy. Mr. Giordano has taken no salary as a testament to his devotion and belief in the potential of the ACT system. The Company will seek out further management to insure its success and growth.
There are no acquisitions, business combinations, or mergers pending or which have occurred involving the Company. Presently, we have no plans, proposals, agreements, understandings or arrangements of any kind or nature whatsoever to acquire or merge with any specific business or company, and we have not identified any specific business or company for investigation and evaluation.
Our Board of Directors does not have audit, compensation or nominating committees, and no determination has been made as to whether our directors qualify as “audit committee financial experts”, as defined in Item 407 of Regulation S-K.
Involvement in Certain Legal Proceedings
None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:
1.
Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;
2.
Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:
i.
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4.
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;
5.
Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.
Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.
Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.
Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Item 11.
Item 11. Executive Compensation.
Executive Compensation
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the following persons for services performed for us during 2013 in all capacities.
Summary Compensation Table
Employment Agreements
We have not entered into any employment agreements with our executive officers. Our decision to enter into an employment agreement, if any, will be made by our compensation committee.
Potential Payments Upon Termination or Change in Control
There were no potential payments or benefits payable to our named executive officers upon his termination of employment or in connection with a change in control.
Grants of Plan-Based Awards in 2013
We have not granted any plan-based awards to our named executive officers since our inception.
Outstanding Equity Awards at Fiscal Year-End
We did not have any outstanding equity awards to our named executive officers, for the year ending December 31, 2013, our fiscal year-end.
Option Exercises and Stock Vested in 2013
Our named executive officers did not exercise any options, nor did any unvested shares of stock vest, during fiscal year 2013. Our named executive officers do not have any stock options or unvested shares of stock of the Company.
Equity Incentive Plan
We expect to adopt an equity incentive plan. The purposes of the plan are to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our growth and performance. Our executive officers, employees, consultants and non-employee directors will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.
Potential Employment Agreement and Benefits
We do not anticipating entering into an employment agreement at this time our officers and directors.
Potential Payments Upon Termination or Change in Control
For the year ending December 31, 2013, there were no potential payments or benefits payable to our named executive officers upon their termination or in connection with a change in control.
Grants of Plan-Based Awards in 2013
We have not granted any plan-based awards to our named executive officers, since our inception.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table provides the names and addresses of each person known to ACT who own more than 5% of the outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
The percent of class is based on 22,466,833 shares of common stock issued and outstanding as of the date of this prospectus.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Conflict of Interest
The current officers and directors of the Company currently devote full-time to the Company. If a specific business opportunity becomes available, such person may face a conflict in selecting between our business interest and their other business interests. The policy of the Board is that any personal business or corporate opportunity incurred by an officer or director of ACT must be examined by the Board and turned down by the Board in a timely basis before an officer or director can engage or take advantage of a business opportunity which could result in a conflict of interest.
None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with the Company or in any presently proposed transaction that has or will materially affect us:
·
The Officers and Directors;
·
Any person proposed as a nominee for election as a director;
·
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
·
Any relative or spouse of any of the foregoing persons who have the same house as such person.
There are no promoters being used in relation with this offering. No persons who may, in the future, be considered a promoter will receive or expect to receive any assets, services or other consideration from the Company. No assets will be or are expected to be acquired from any promoter on behalf of the Company.
Copies of our Annual Report on Form 10-K, without exhibits, can be obtained at www.sec.gov.
Item 14.
Item 14. Principal Accountant Fees and Services.
The following table sets forth fees billed to us for principal accountant fees and services for the year endint December 31, 2012 and for the year ending December 31, 2013.
Item 15.
Item 15. Exhibits.
(a)
Exhibits
The following exhibits are filed with this report on Form 10-K:
__________
*
Previously filed with the SEC as exhibits on the registrant’s Form S-1for Registration of Securities on 10/26/2010.
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 January, 2015.
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
INDEX TO EXHIBITS
REPORT ON FORM 10-K
For the Year Ended December 31, 2013
PURSUANT TO ITEM 601 OF REGULATION S-K
Advanced Credit Technologies, Inc.