Note 1 - Nature of Operations, Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2015

Basis of Presentation and Significant Accounting Policies [Text Block]

NOTE 1.

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES.

NATURE OF OPERATIONS

Atomic Paintball, Inc. (the “Company”) was incorporated on May 8, 2001 in the State of Texas. Previously, the Company planned to own and operate paintball facilities and to provide services and products in connection with paintball sport activities at its yet to be established facilities and through a website.

On July 29, 2014, our Board of Directors approved the Company’s pursuing of a change in the Company’s business to a Digital Out Of Home (DOOH) media company; the Board is also considering changing the company's name to one that better reflects its new business.

During the three months ended March 31, 2015 and 2014, we focused on completing those actions necessary to implement our business plan.

BASIS OF PRESENTATION

Interim Accounting

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ended December 31, 2015.

The Company's 10-K for the year ended December 31, 2014, filed on April 30, 2015, should be read in conjunction with this Report.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less.

Fair Value of Financial Instruments

The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:

•	Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
•	Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; or
•	Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate the Company's or the counterparty's non-performance risk is considered in determining the fair values of liabilities and assets, respectively.

Stock Compensation

The Company follows FASB Accounting Standards Codification ASC 718

Stock Compensation

for share based payments to employees. The Company follows FASB Accounting Standards Codification 505 for share based payments to Non-Employees.

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends

Common Stock

The Company has not adopted any policy regarding payment of dividends on its common stock. No common stock dividends have been paid during the periods shown.

Preferred stock

The Series B Convertible Preferred Stock issuable pursuant to the transaction that closed on November 10, 2014 has a cumulative quarterly dividend of $0.125 per share, payable thirty days after the end of each fiscal quarter. The dividend is prorated for the portion of the quarter that the shares are outstanding. The Company sought to file the certificate of designation of the Series B Convertible Preferred Stock (“Series B Certificate of Designation”) with Texas’ Secretary of State in November 2014; however, the Company was recently informed by Texas’ Secretary of State that the filing in November 2014 was rejected. The Company recently re-submitted the filing of the Series B Certificate of Designation and it became effective on April 30, 2015. Notwithstanding the aforementioned event, and given the unfortunate rejection of the initial filing, the Company agreed to accumulate dividends for the Series B Convertible Preferred Stock as of the closing date of the Kriz transaction. The cumulative dividends for the Series B Convertible Preferred Stock were $48,573 as of March 31, 2015 and $17,323 as of December 31, 2014. The dividends have not been declared or paid.

Income Taxes

The Company provides for income taxes in accordance with ASC 740 –

Income Taxes

. ASC 740 requires the use of an asset and liability approach in accounting for income taxes.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

Advertising

The Company expenses advertising as incurred. The advertising since inception has been $0.

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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In August 2014, the FASB issued a new Accounting Standards Update, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year of the date the financial statements are issued, and, if such conditions exist, to provide related footnote disclosures. The guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures.

ATOMIC PAINTBALL INC 10-Q