Our headquarters is located at 77 Water Street, New York, NY 10005. This space consists of approximately 10,000 square feet of shared office space that is available for our use on an as needed basis, at a nominal monthly rental rate plus costs for various office services, under a month-to-month arrangement. This is a temporary office arrangement and we are actively seeking to identify new office space.
There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the registrant’s short term or long term liquidity. Sources of liquidity both internal and external will come from receipt of revenue from the registrant’s service network, advances from affiliates as well as through debt and equity financings.
For the period November 25, 2014 through December 31, 2014, we did not receive any revenues. We incurred selling, general and administrative expenses of $23,021. These expenses consisted of professional fees of $3,530, rent expense of $253 and other general and administrative expenses of $19,238. As a result, the registrant had net loss of $(23,021) for the period November 25, 2014 through December 31, 2014.
The registrant considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life, generally seven years for furniture and fixtures and five years for office equipment.
The registrant recognizes revenue when upon receipt of the fees received for services rendered through its Gateway system.
The registrant accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.
In accordance with ASC 350, the registrant regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the registrant if the carrying amount of a long-lived asset exceeds its fair value.
The registrant 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 registrant.
The following financial statements are hereby incorporated by reference to Form 10-K file number 333-16068 filed with the SEC on April 10, 2014
Consolidated Statement of Cash Flows for the year ended December 31,
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EFH Group, Inc. as of December 31, 2014 and the results of its operations and its cash flows for the period November 25, 2014 to the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
Weighted average number of common shares outstanding - basic and diluted
Purchase of intangible assets in exchange for common shares and Class B common shares
EFH Group, Inc. (the “Company”) was incorporated in the State of Colorado on March 8, 2007 under the name of Twentyfour/seven Ventures, Inc. The name of the Company was changed to EFH Group, Inc. on October 28, 2014.
EF Hutton Financial Corp., a wholly owned subsidiary of the registrant, operates an internet marketplace that connects consumers with a network of financial providers across a range of financial products and services, including, but not limited to insurance, tax, real estate and financial planning. The marketplace, Gateway, connects consumers with a wide range of financial providers and solutions. Gateway makes independent provides a viable choice for consumers by eliminating barriers that impede consumers from using independent providers, primarily through marketing to raise awareness of the independent sector and by standardizing and streamlining the process of selecting and engaging independent financial professionals. Financial providers who register with Gateway benefit by generating new client relationships. In addition to operating Gateway, our subsidiary intends to offer specialty financial services through its institution division.
On November 25, 2014, the Company purchased certain assets of EFH Group, Inc., a Wyoming corporation (“EFH Wyoming”). The assets consist of various trademarks and license rights, rights to computer programming code and other intellectual property. Prior to the purchase, the Company engaged an independent expert to appraise the assets. Based on the asset appraisal, the assets will be held on the balance sheet at value of $157,500,000. The Company issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase.
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The carrying value of the Company's financial instruments, as reported in the accompanying balance sheet, approximates fair value due to their short term maturities.
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the condensed financial statements upon adoption.
Income taxes at federal and state statutory rates are reconciled to the Company’s actual income taxes as follows:
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
The Company did not have any liabilities carried at fair value measured on a recurring basis as of December 31, 2014.
On November 25, 2014, the Company purchased certain assets of EFH Group, Inc., a Wyoming corporation. The assets consist of various trademarks and license rights, rights to computer programming code and other intellectual property.
The Class B common shares have the following rights and privileges:
Exchange privileges - Exchangeable for standard common shares on a one for one basis
EFH Group Inc., a Wyoming corporation, the majority shareholder of the registrant, advanced the registrant $13,991 during the year ended December 31, 2014. The advance is repayable upon demand and is without interest.
The Company launched Gateway, an internet service, on March 16, 2015. Gateway is a marketplace for independent financial services and, as such, it connects consumers with a network of financial providers across a range of financial products and services, including: insurance, tax, real estate, financial planning. Gateway operates the network and does not directly provide financial services to consumers, such services are provided by the independent financial providers that register on Gateway.