UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended: JUNE 30, 2012
() TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from 06/30/2002 to 06/30/2012
Access Power, INC
(Exact name of registrant as specified in its charter)
FLORIDA 333-6506 27-456259
FLORIDA 333-6506 27-456259
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State of Incorporation Commission File IRS Employer No.
17336 Hazel Street Spring Lake MI 49456
(Address of principal executive offices) (Zip Code)
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616.820.5985 (Registrant telephone number, including area code)
The registrant has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required
to file such reports), and has been subject to such filing requirements
for the past 90 days. Yes No X
Indicate by check mark whether the Registrant has submitted electronically
and posted on its corporate web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (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 No X
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 definitions of large accelerated filer,
accelerated filer, and smaller reporting company
in Rule 12b-2 of the Exchange Act
Large accelerated filer Accelerated filed
Non-accelerated filer Smaller reporting company X
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2
of the Exchange Act).
Yes No X
Indicate the number of shares outstanding of each of the registrant
classes of common stock, as of the latest practicable date:
Class Outstanding as of September 10, 2012
Common Stock, $.001 par value 129,144,121 shares
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
Item 2: Management Discussion and Analysis of Financial Condition and
Results of Operations
Item 3: Internal Controls
SIGNATURES
Exhibit1
Exhibit 2
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PART I FINANCIAL INFORMATION
Item 1: Financial Statements
ACCESS POWER INC
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2012
(unaudited)
ASSETS
CURRENT ASSETS
Cash on hand $ 3,800
Accounts receivable $ 1,701
Prepaid fees $ 5,000
Patent Application to Telephony Enhancement $ 1,000,000
Total current assets $ 10,501
PROPERTY, PLANT & EQUIPMENT $ 13,200
Other assets (2 cars) $ 12,500
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TOTAL ASSETS $ 1,046,701
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LIABILITIES AND STOCKHOLDER EQUITY
CURRENT LIABILITIES
Accounts payables $ 920
Accrued liabilities $ 0
Current portion of loans, capital leases and line of credit $ 0
Convertible debt $ 0
Related party payable $ 0
Total current liabilities $ 920
Loans and capital leases $ 0
Derivative liability $ 0
Total liabilities $ 920
STOCKHOLDER EQUITY
Stock held in escrow $ 20,020
Common stock $0.001 par value, 500,000,000 authorized,
113,721,144, net of escrow and 14,641,475 RESTRICTED SHARES,
net of escrow shares issued and
outstanding, respectively $ 120,841
Additional paid in capital $ 1,005,000
Stock payable $ 0
Accumulated deficit - accumulated $ (100,080)
Total stockholders deficit
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TOTAL LIABILITIES AND STOCKHOLDER EQUITY $ 1,046,701
ACCESS POWER, INC
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS (unaudited)
THREE MONTHS ENDED JUNE 30, 2012
CASH FLOW
REVENUE $ 14,809
COST OF REVENUE $ 12,079
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GROSS PROFIT (LOSS) $ 2,730
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OPERATING EXPENSES
Selling, general and administrative expenses $ 2,900
Consulting fees $ 0
Professional fees and related expenses $ 1,000
Gain on settlement of accounts payable $ 0
TOTAL OPERATING EXPENSES $ 3,900
OTHER EXPENSE, operating rent $ 2,550
Other expense , cable, electric, water, gas $ 1,728
Salaries $ 1
Fair value of derivative liability $ 0
OTHER INCOME nonrecurring $ 0
Gain on debt extinguishment $ 0
(LOSS) INCOME BEFORE PROVISION FOR $ 0
INCOME TAXES $ 0
PROVISION FOR INCOME TAXES treated as prepaid expense on
balance sheet $ 0
NET (LOSS) INCOME $ 2,730
BASIC (LOSS) INCOME PER SHARE
DILUTED (LOSS) INCOME PER SHARE $ nil
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING BASIC 129,144,121
RESTRICTED SHARES 14,641,475
FLOAT 99,102,646
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
Item. 2
ACCESS POWER INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1: Organization and basis of presentation
Basis of Financial Statement Presentation
The accompanying unaudited condensed consolidated financial statements
of Access Power, INC, a FLORIDA corporation (referred to herein as ACCR
or the Company), have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted in accordance with such rules and regulations. The
informationfurnished in the condensed consolidated financial
statements includes normal recurring adjustments and reflects all
adjustments, which, in the opinion of management, are necessary
for a fair presentation of such financial statements.
As used in these Notes to the Condensed Consolidated Financial Statements,
the terms the Company, we, us, our, and similar terms refer to ACCESS
POWER, INC and, unless the context indicates otherwise its consolidated
subsidiaries.
The condensed consolidated financial statements include the accounts of the
Company and its subsidiaries. All significant intercompany transactions and
accounts have been eliminated in consolidation. These financial statements
have been presented in accordance with the rules governing a smaller reporting
company for the six months ended June 30, 2012 and June 30, 2011, respectively.
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes from the last known 10Q
filed in 2002. A Form 15D was filed by Mark L Baum, a California attorney,
in an attempt to de-certify the registration requirements under the SEC
regulations. It is the intent of management to file a SUPER 10K in 2012,
to catch up and bring current all the filings. ACCR also intends to change
our SIC code with the SEC. Due to the fact that the company owns a patent
application in the telecommunications sector we are communicating with the
SEC for further guidance. Management is fully aware that all previous
documents were destroyed and that the current 10Q reflects only the recent
reinstatement of the corporation. Current management has NO INTENTION OF
SELLING SECURITIES in the market place. On the contrary, we are a possible
BUYER of our common stock, as we believe it is undervalued. ACCR is looking
to the SEC for guidance in returning current filing status. Since all
records, bank accounts, and even the golden coffee pot was previously
destroyed, current management is trying to bring current the SEC filings.
This 10q for the period ending June 30, 2012 is testament of our
intention to comply with all SEC statutes and regulations. We will
be filing our next 10q for the period ending 9/30/2012
on 11/15/2012 as required by the SEC.
Business Overview
Access Power, INC, or ACCR is a public holding company that serves the
various sectors in our economy. We were incorporated back in October 1996.
ACCR is not currently offering any stock for sale. Any stock to be purchased
is available in the open market. We are currently quoted in the grey market
of the OTC, however, with the filing of financial documents with the SEC,
it is our intention to solicit a Market Maker and upgrade our listing to the
OTCBB.
Access Power, INC owns at the moment PJJ ARISE LLC. PJJ Arise LLC is a
Michigan for profit consulting and business service which focuses in the
@Home customer service segment. Patrick J Jensen is a director with our
company, and currently the only contractor working with PJJ Arise, LLC.
Mr. Jensen currently works about 80-90 hours per week with an intense
desire to return ACCR to the throne. Mr. Jensen currently services a
variety of businesses as an independent contractor. Some of his clients
include Pizza Hut, Disney Dining Reservations, and Carnival Cruise Lines.
Mr. Jensen also handles incoming (800) orders for Pro Active, Bare Minerals,
Office Depot, Derma Wand, Nutribullet, and many other infomercials that
cater to the retail segment of our economy.
Mr. Jensen is fluent in Spanish. He graduated from Tulane University
with a Bachelor of Arts in Economics and a minor in Studio Art. Mr. Jensen
is very proud that his son was accepted and appointed to the United States
Military Academy at West Point. Mr. Jensen is a devoted husband of 22 years.
He has endured many financial burdens over the years. As pointed out in a
previous 8K filed, Mr. Jensen was previous registered with FINRA. He
serviced some of the largest financial institutions in Latin America,
and at one point managed assets in excess of $250,000,000.
He has extensive securities markets experience and knowledge, and
friends that work in the securities world. Mr. Jensen at one point
worked on the NYSE. Access Power INC at one point traded on the OTCBB,
and was delisted to the pinks in 2002. It is our goal to use these
contacts to help propose a market maker to trust in our company, and
file a FORM 211 with FINRA so that ACCR can be upgraded to a better
respected trading market, such as the OTCBB.
Our business plan is to acquire companies with track records of
long term, stable, and profitable operations. We also plan to speculate
in the securities markets, and make profit by trading and hedging our
portfolio of assets. It is the focus of management to buy back shares
of Access Power in the common market place every month, and reduce the
total number of shares authorized and outstanding. Each subsidiary
provides their financials to ACCR and the Company will make site
visits to ensure companies are in compliance for reporting and
monitoring purposes. As of September 10, 2012, the Company has
1 subsidiary which is dormant with no production. ACCR owns a Nevada
corporation named Thunderbird Global Corporation. It was recently
acquired by the Secretary of State of Nevada. Interestingly,
Thunderbird Global Corp owns 125,000,000 of ACCR common restricted stock.
ACCR management is currently negotiating with our transfer agent to have
the shares cancelled back into the ACCR treasury.
As noted in our last 8k, the transfer agent informed management that
only 1 signature was required to cancel the issuance back to the ACCR
Treasury. It is management pleasure to announce that we succeeded in
reducing the amount of stock outstanding. Our current outstanding
common stock is 129,144,121 shares.
The Company has evaluated the scope of its business plan and has
modified it to reduce corporate overhead functions leaving all
operating activities at the subsidiary level. The benefits of this
new direction will begin to be realized in 2012.
As mentioned in our 8k August 27, 2012, the previous CEO Glen Smith
filed a patent with the United States Patent Office on August 23, 2000.
This filing was represented by the law firm of Malloy & Malloy of Coral
Gables FL financed by operations of the company. The filing is patent
application #09/644,425, A computer based telephony enhancement
system and method. It is the intention of current management to monetize
the patent application, review its patent statute of limitation, and
explore all legalities regarding the technology of inserting sound
effects in telephony communications. In addition if there is merit
and monetization of the application, the company intends to enforce
its patent application. Current management last communication with
the patent office was in early 2003. The US Patent Office issued a
non final rejection on 11/15/2002. There is a competitor using the similar
technology, and we intend to investigate any infringement. Yahoo! has
a feature called AUDIBLES, where a person can insert sound effects into
their instant messaging. We believe we invented this technology first.
Prior management never followed up with the US Patent and Trademark
Office. Stay tuned.
As previously mentioned, ACCR past financing and liabilities are cleared.
Florida statute 95.11 has caused the corporation to become clear of any
and all outstanding liabilities with the old FEIN tax id. In that affect,
by creating a new FEIN, ACCR has lost all prior tax advantages and carry
loss forward accounting. It is the belief of current management
that ACCR will return to the THRONE.
Reclassifications
Certain prior year amounts have been reclassified to conform to
current year period presentation. These changes had no impact on
previously reported results of operations. Due to the fact that
all prior bank accounts and records were destroyed, ACCR is starting
a new life with a new purpose and desire to be a great company within
the guidelines of the US Securities laws. ACCR has zero debt, and
the prior convertible debt that was accounted for in the books in 2002
is nullified due to the fact that the offshore funders were SHORTING
ACCR stock against the convertible debenture. They paid themselves
back by shorting ACCR stock. It is management belief that after all
these years, there may still be a SHORT position in ACCR stock.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Potential Derivative Instruments
We periodically assess our financial and equity instruments to determine
if they require derivative accounting. Instruments which may potentially
require derivative accounting are conversion features of debt and common
stock equivalents in excess of available authorized common shares.
Earnings per share basic and diluted
Earnings per share is calculated in accordance with the Earnings per
Share Topic of the Financial Accounting Standards Board Accounting
Standard Codification (FASB ASC). The weighted-average number of
common shares outstanding during each period is used to compute basic
earnings (loss) per share. Diluted earnings per share is computed
using the weighted average number of shares plus dilutive potential
common shares outstanding.
Potentially dilutive common shares consist of employee stock options,
warrants, and other convertible securities, are excluded from the
diluted earnings per share computation in periods where the Company has
incurred net loss. For the three months ended June 30, 2012, the
Company had incurred a net profit.
Fair Value Accounting
As required by the Fair Value Measurements and Disclosures Topic of
the FASB ASC, fair value is measured based on a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair
value as follows: Level 1 observable inputs such as quoted prices
in active markets; Level 2 inputs, other than the quoted prices
in active markets, that are observable either directly or indirectly;
and Level 3 unobservable inputs in which there is little or no market
data, which require the reporting entity to develop its own assumptions.
For additional information see Note 8: Fair value.
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are
accessible at the measurement date for identical, unrestricted assets
or liabilities;
Level 2 Quoted prices in markets that are not active, or
inputs that are observable, either directly or indirectly, for
substantially the full term of the asset or liability;
Level 3 Prices or valuation techniques that require inputs
that are both significant to the fair value measurement and unobservable
(supported by little or no market activity).
NOTE 2: Recently adopted and recently issued accounting guidance
Adopted
In May 2011, the FASB (Financial Accounting Standards Board) issued
an accounting standard update that amends the accounting standard on
fair value measurements. The accounting standard update provides for
a consistent definition and measurement of fair value, as well as
similar disclosure requirements between U.S. generally accepted
accounting principles and International Financial Reporting Standards.
The accounting standard update changes certain fair value measurement
principles, clarifies the application of existing fair value measurement,
and expands the fair value measurement disclosure requirements,
particularly for Level 3 fair value measurements. The amendments
in this accounting standard update are to be applied prospectively
and are effective for interim and annual periods beginning after
December 15, 2011. The adoption of this accounting standard update
will become effective for the reporting period beginning January 1, 2012.
The adoption of this guidance did not have a material impact on the
Company financial position, results of operations or cash flows
In June 2011, the FASB issued an accounting standard update which
requires the presentation of components of other comprehensive
income with the components of net income in either (1) a continuous
statement of comprehensive income that contains two sections, net
income and other comprehensive income, or (2) two separate but
consecutive statements. This accounting standard update eliminates
the option to present components of other comprehensive income as part
of the statement of shareholder equity, and is effective for interim
and annual periods beginning after December 15, 2011. In December 2011,
the FASB issued ASU 2011-12, Comprehensive Income - Deferral of the
Effective Date for Amendments to the Presentation of Reclassifications
of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05,
to defer the effective date of the specific requirement to present
items that are reclassified out of accumulated other
comprehensive income to net income alongside their respective
components of net income and other comprehensive income. All other
provisions of this update, which are to be applied retrospectively,
are effective for fiscal years, and interim periods within those years,
beginning after December 15, 2011. The adoption of this accounting
standard update will become effective for the reporting period
beginning January 1, 2012. The adoption of this guidance did not have
a material impact on the Company financial position, results of
operations or cash flows.
In September 2011, the FASB issued an accounting standard update that
amends the accounting guidance on goodwill impairment testing. The
amendments in this accounting standard update are intended to reduce
complexity and costs by allowing an entity the option to make a
qualitative evaluation about the likelihood of goodwill impairment to
determine whether it should calculate the fair value of a reporting unit.
The amendments also improve previous guidance by expanding upon the examples
of events and circumstances that an entity should consider between annual
impairment tests in determining whether it is more likely than not that the
fair value of a reporting unit is less than its carrying amount. The
amendments in this accounting standard update are effective for interim
and annual goodwill impairment tests performed for fiscal years beginning
after December 15, 2011. The adoption of this accounting standard update
will become effective for the reporting period beginning January 1, 2012.
The adoption of this guidance did not have a material impact on the Company
financial position, result of operations or cash flows.
Issued
In December 2011, the FASB issued Accounting Standard Update 2011-10,
Derecognition of in Substance Real Estate a Scope Clarification to
clarify that when a parent (reporting entity) ceases to have a
controlling financial interest (as described in ASC subtopic 810-10,
Consolidation) in a subsidiary that is in substance real estate as a
result of default on the subsidiary nonrecourse debt, the reporting
entity should apply the guidance in subtopic 360-20, Property, Plant
and Equipment, to determine whether it should derecognize the
in substance real estate. Generally, a reporting entity would not
satisfy the requirements to derecognize the in substance real estate
before the legal transfer of the real estate to the lender and the
extinguishment of the related nonrecourse indebtedness. Under this
new guidance, even if
the reporting entity ceases to have a controlling financial interest
under subtopic 810-10, the reporting entity would continue to include
the real estate, debt, and the results of the subsidiary operations
in its consolidated financial statements until legal title to the real
estate is transferred to legally satisfy the debt. This amendment is
applicable to us prospectively for deconsolidation events occurring
after June 21, 2012. The adoption of this accounting standard update
will become effective for the reporting period beginning July 1, 2012.
The adoption of this guidance will not have a material impact on the
Company financial position, results of operations, or cash flows.
In December 2011, The FASB issued Accounting Standards Update 2011-11,
Disclosures about Offsetting Assets and Liabilities. This update requires
entities to disclose both gross information and net information
about instruments and transactions eligible for offset in the statement
of financial position and instruments and transactions subject to an
agreement similar to a master netting arrangement. The scope of this
update includes derivatives, sale and repurchase agreements and reverse
sale and repurchase agreements and securities borrowing and lending
arrangements. The Company is required to adopt this update retrospectively
for periods beginning after January 1, 2013. The adoption of this
accounting standard update will become effective for the reporting
period beginning January 1, 2013. Management does not anticipate
that adoption will have a material impact on the Company's consolidated
financial position, results of operations or cash flows.
Other recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force), the American Institute of Certified
Public Accountants, and the SEC did not, or are not believed by
management to, have a material impact on the Company's present or
future financial position, results of operations or cash flows.
NOTE 3: Going concern
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern. The Company had operating revenues for
the three months ended June 30, 2012. We are a new company with a new
vision, and new leadership. Patrick J Jensen is a key person within
the company. At the present time, Mr. Jensen is the sole President/Director
and Treasurer. In the event Mr. Jensen cannot fulfill his duties and
obligations, there would be considerable concern as to the viability
of the corporation.
Based on the above facts, management determined that there is substantial
doubt about the Company ability to continue as a going concern.
We intend to expand our operations through acquisition in 2012 and beyond.
Access Power will review any donations and funding to further its cause.
We will be carefully managing our overhead to maximize the effects of
profitable acquisitions. Our business plan is to acquire companies
with track records of long term, stable, and profitable operations.
Each subsidiary will operate as its own entity with current management
retained. This will allow the Company management to focus on
maintaining or increasing current levels of revenues and profitability.
The subsidiaries will use the Company for financial reporting purposes
and other financial projections. However, we can give no assurance that
our business plan will be successful. As of June 30, 2012, with the
direction of ACCR, to acquire companies, we have received NO letters
of intent to purchase companies which will increase the Company production.
We have been contacted by parties interested in investing in our vision.
NOTE 4: Related party transactions
None.
NOTE 5: Convertible notes
Access Power INC suffered a tremendous pain with the use of prior
convertible notes. Many past shareholders of the company were severely
damaged with the massive shorting of common stock. Current management
believes that there are NO VALID liabilities with prior issued convertible
notes as they have been paid off and all records have been destroyed.
The shorting of our common stock in the past was a great tragedy to
the integrity of the US Financial system.
NOTE 6: Commitments
Operating leases
On August 1, 2011, the Company leased office space for sales in Spring
Lake, MI on a month-to-month basis in the amount of $850 per month
under operating lease agreements with original lease periods of up
to five (5) years. The company also maintains a storage site where
Mr. Jensen has donated some of his personal belongings to the Asset
side of the corporation. Mr. Jensen is in a position to pledge $75,000
worth of expensive jewels and household items acquired over the last
2 years since filing bankruptcy in 2010. Mr. Jensen in 2007 had
earnings of $589,000 and over a 7 year period from 2000-2007 made
over $4,000,000 in personal W2 earnings. Mr. Jensen is also in a
position to liquidate all these holdings to BUY BACK company stock.
Mr. Jensen has a proven track record of success in management of cash
flow and business, and despite his personal downfall, will come back
strong as he has learned a very important lesson in life.
Legal Matters
None.
NOTE 7: Stockholders equity
Decrease in Authorized Shares
The company has filed an amendment to its corporate charter with the
Florida Secretary of State to reduce the authorized common stock to
150,000,000. As of this writing it is still in process, and management
will notify shareholders when it is complete and registered on the
books of the corporation. Management was successful in contacting
our Transfer Agent to effectively cancel a 250,000,000 share block
of stock that was issued unrestricted on April 24, 2008. We were
successful in this endeavor, and plan to reduce the Authorized
common stock by another 250,000,000 so that the total authorized
will be 150,000,000.
Access Power, INC.s goal is to reduce the AUTHORIZED common stock
to 150,000,000.
Preferred Stock
All preferred stock is in the process of being revoked with the
Florida Secretary of State.
Common Stock
The company currently has issued and outstanding with our transfer
agent 129,144,121 shares of common stock. Our Transfer Agent is
Standard Registrar and Transfer Company, 12528 South 1840 East
Draper, UT 84020 Phone: (801)571-8844. The amount of restricted
144stock on the books of the corporation is 14,641,475. The float
is about 99,000,000 shares, of which 92,280,683 is held at the
DTCC depository trust. Current management has also obtained a
NOBO list and also a market maker holding list with DTCC. Our
stock currently is on the grey sheets and has traded significant volume
in 2012, considering that we have recently restructured. Management
believes there is a considerable large SHORT position still at bay
with our common stock.
Access Power, INC has 538 shareholders of record.
Escrow shares
As noted on the balance sheet for the three months ended June 30, 2012,
the Company keeps 15,400,000 shares held in escrow. These shares
are registered to Patrick J Jensen, and are presently kept in a safe
bank vault.
Warrants
None.
Item 2. Management Discussion and Analysis of Financial
Condition and Results of Operations
Safe Harbor for Forward-Looking Statements
When used in this Quarterly or Annual Report, the words may, will, expect,
anticipate, continue, estimate, project, intend, and similar expressions
are intended to identify forward-looking statements within the
meaning of Section 27a of the Securities Act and Section 21e of
the Exchange Act regarding events, conditions, and financial trends
that may affect the Company future plans of operations, business
strategy, operating results, and financial position. Persons
reviewing this Annual Report are cautioned that any forward-looking
statements are not guarantees of future performance and are subject
to risks and uncertainties and that actual result may differ materially
from those included within the forward-looking statements as a result
of various factors. Such factors include, but are not limited to,
general economic factors and conditions that may directly or indirectly
impact our financial condition or results of operations.
Executive Overview
Access Power Inc., (referred to herein as ACCR or the Company)
is a public holding company that serves the communications and customer
service market place. Our offerings are needed by a wide variety of
companies across varied market segments, from food processing to
travel and leisure, both private and public sectors. We expect to
expand our contracted base, and pursue additional acquisitions to
leverage our portfolio of operating companies.
Central to an understanding of our financial condition and results
of operations is our current cash position. At September 10, 2012,
our cash on hand was approximately $3,800, and our operating
revenues are SUFFICIENT to fund our operations. Consequently,
our June 30, 2012, financial statements contain, in Note 3, an
explanatory paragraph to the effect that our ability to continue
as a going concern is dependent on our ability to increase our
revenue, eliminate our recurring net losses, eliminate our working
capital deficit, and realize additional capital; and we can give no
assurance that our plans and efforts to do so will be successful.
Therefore, we may require additional funds to finance our business
activities on an ongoing basis and to implement our acquisition
strategy portraying our Company as one able to provide a target acquisition
not only with cost savings but also with additional working capital
to finance and grow the business. However, management of Access Power
plans to drive revenues, and increase work ethic. This will be done
at every expense, while working 80-90 hours per week.
Critical Accounting Policies
Use of Estimates
The methods, estimates, and judgments we use in applying our
accounting policies have a significant impact on the results we
report in our financial statements. Some of our accounting policies
require us to make difficult and subjective judgments, often as a
result of the need to make estimates of matters that are inherently
uncertain. We believe our critical accounting policies are those
described below.
Stock-Based Compensation
As required by the Stock-based Compensation Topic of FASB ASC,
transactions in which the Company exchanges its equity
instruments for goods or services is accounted for using
authoritative guidance for stock based compensation. This guidance
also addresses transactions in which the Company incurs liabilities
in exchange for goods or services that are based on the fair value
of the Company equity instruments or that may be settled by the
issuance of those equity instruments.
If the Company issues stock for services which are performed over
a period of time, the Company capitalizes the value paid in the
equity section of the Company financial statements as it is a non-cash
equity transaction. The Company accretes the expense to stock based
compensation expense on a monthly basis for services rendered within
the period.
We use the fair value method for equity instruments granted to non-employee
s and will use the Black-Scholes model for measuring the fair value of
options, if issued. The stock based fair value compensation is determined
as of the date of the grant or the date at which the performance of
the services is completed (measurement date) and is recognized over
the vesting periods.
If shares are issued for services to be performed over a period by
a vendor, we capitalize the value paid and amortize the expense in
association with services actually rendered.
Shares issued to employees are expensed upon issuance.
Our business plan is to acquire companies with track records of
long term, stable, and profitable operations. Each subsidiary
operates as its own entity with current management retained. This
will allow the Company management to focus on maintaining or
increasing current levels of revenues and profitability. Each
subsidiary provides their financials to ACCR and the Company will
make site visits to ensure companies are in compliance for
reporting and monitoring purposes.
The Company has evaluated the scope of its business plan and has
modified the plan to reduce corporate overhead functions leaving
all operating activities at the subsidiary level. The benefits of
this new direction will begin to be realized in 2012.
We feel this new focus will offer each subsidiary an opportunity
for growth through synergies created by becoming a part of the Company.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition,
revenues, and results of operations, liquidity or capital expenditures.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Exchange Act) are designed to ensure that information required to
be disclosed in reports filed or submitted under the Exchange Act is
recorded, processed, summarized, and reported within the time periods
specified in rules and forms adopted by the Securities and Exchange Commission,
and that such information is accumulated and communicated to management,
including the President/Secretary, to allow timely decisions regarding
required disclosures.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Principal Financial Officer,
we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act). Based upon that evaluation, our officers
concluded that, as of the end of the period covered by this report,
the Company has been implementing control procedures to mitigate our
internal control issues which could have a material impact on our
financial reporting procedures. As of the end of the period covered
by this report, the Company has ineffective controls over financial
reporting. Our control activities in financial closing procedures
were ineffective to ensure that information required to be disclosed
by us in our periodic reports is recorded, processed, summarized, and
reported appropriately. The Company has been working towards clearing
ineffective financial reporting controls and disclosures to implement
proper internal controls over financial reporting.
Management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a- 15(f)
and 15d-15(f) under the Exchange Act. Our internal control over financial
reporting is intended to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. GAAP. Our internal
control over financial reporting includes those policies and
procedures that:
a. pertain to the maintenance of records that, in reasonable detail,
accurately, and fairly reflect the transactions of our financial
statements;
b. provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with applicable GAAP, and that receipts and expenditures are being made
only in accordance with authorizations of management and the Board of
Directors; and
c. provide reasonable assurance that transactions pertaining to stock
issuances are recorded as necessary to permit preparation of financial
statements in accordance with applicable GAAP, and that the stock issuances
are being made only in accordance with authorizations of management and
the Board of Directors.
Under the supervision and with the participation of our management, our
Chief Executive Officer, and Principal Financial Officer, we have
evaluated the effectiveness of our internal control over financial
reporting and as of three months ended June 30, 2012, the Company
feels that it is working towards clear disclosures and implementing
proper internal controls over financial reporting. Our controls have
since been updated in order to prevent the issues surrounding our
material weakness and management feels that, moving forward, our
controls over financial reporting will reduce the potential impact
of material misstatements.
Change in internal control over financial reporting
We had a change of control on June 21, 2012. The change in our
internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) occurred during the three months
ended June 30, 2012. This change in control has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting. It is our intention to file a SUPER 10K to regain
the trust of our financial marketplace. Due to the fact that all record
books and bank statements of prior management have been destroyed,
Access Power, Inc. is in the process of establishing a new life and a
new beginning.
Maybe there is a piece of proprietary software that is out there that
belongs to the shareholders of ACCR, and it is our intention to find
it and monetize it.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ACCESS POWER, INC
(Registrant)
Date: September 10, 2012
By: /s/ Patrick J Jensen
Name: Patrick J Jensen
Title: President, Director, and Treasurer
(Principal Executive Officer)
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