Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 14, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Kleangas Energy Technologies, Inc. | ' | ' |
Entity Central Index Key | '0001082176 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' | ' |
Is Entity a Voluntary Filer? | 'No | ' | ' |
Is Entity's Reporting Status Current? | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $2,416 |
Entity Common Stock, Shares Outstanding | ' | 4,012,520,675 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $406 | $40 |
Prepaid expenses | 21,000 | ' |
Current Assets | 21,406 | 40 |
TOTAL ASSETS | 21,406 | 40 |
Current liabilities: | ' | ' |
Accrued expenses - related parties | 207,000 | 75,251 |
Other accrued expenses | 17,801 | 8,500 |
Due to shareholders | 7,260 | 3,300 |
Convertible note payable (net of debt discount) | 772 | ' |
Note payable | 50,000 | ' |
Accrued interest - note payable shareholder | 394 | ' |
Note payable - related party | ' | 275,000 |
Total Current Liabilities | 283,227 | 362,051 |
Other liabilities: | ' | ' |
Derivative liability | 52,023 | ' |
Total Liabilities | 335,250 | 362,051 |
Stockholders' Deficit | ' | ' |
Preferred A stock, par value $0.000001; 10,000,000 shares authorized, 8,000,000 and 0 issued and outstanding at December 31, 2013 and 2012, respectively. | 8 | ' |
Common stock, par value $0.000001; 3,000,000,000 shares authorized, 1,373,648,517 and 2,418,648,517 shares issued and outstanding at December 31, 2013 and 2012, respectively. | 1,373 | 2,418 |
Additional paid in capital | 287,135 | 24,682 |
Accumulated deficit | -602,360 | -389,111 |
Total Stockholders' Deficit | -313,844 | -362,011 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $21,406 | $40 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 8,000,000 | 0 |
Preferred Stock, Shares Outstanding | 8,000,000 | 0 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 3,000,000,000 | 3,000,000,000 |
Common Stock, Shares Issued | 1,373,648,517 | 2,418,648,517 |
Common Stock, Shares Outstanding | 1,373,648,517 | 2,418,648,517 |
Statements_of_Operations
Statements of Operations (USD $) | 8 Months Ended | 12 Months Ended | 20 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Revenues | ' | ' | ' |
Cost of revenues | ' | ' | ' |
Gross Profit | ' | ' | ' |
Expenses: | ' | ' | ' |
Selling, general and administrative | 89,370 | 184,184 | 273,554 |
Total Operating Expenses | 89,370 | 184,184 | 273,554 |
Operating Loss | -89,370 | -184,184 | -273,554 |
Other Income (Expenses) | ' | ' | ' |
Gain on change in Fair value of derivative | ' | 115,482 | 115,482 |
Interest expense | -251 | -144,547 | -144,798 |
Total Other Income (Expenses) | -251 | -29,065 | -29,316 |
Net loss | ($89,621) | ($213,249) | ($302,870) |
Basic and diluted loss per share | $0 | $0 | ' |
Weighted average basic and diluted common shares | 2,285,946,695 | 2,262,106,850 | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 8 Months Ended | 12 Months Ended | 20 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Cash flows from operating activities | ' | ' | ' |
Net loss | ($89,621) | ($213,249) | ($302,870) |
Adjustments to reconcile net loss to net cash used by operating activities | ' | ' | ' |
Gain on change in fair value of derivative liability | ' | -115,482 | -115,482 |
Accrued interest - note payable shareholder | ' | 394 | 394 |
Non-cash interest | ' | 143,277 | 143,277 |
Amortized Prepaid Expense | ' | 7,500 | 7,500 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accrued expenses - related party | 75,251 | 132,493 | 207,744 |
Other accrued expenses | 8,500 | 9,301 | 17,801 |
Net cash used by operating activities | -5,870 | -35,766 | -41,636 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from issuance of common stock | 27,610 | ' | 27,610 |
Shareholder advances | 3,300 | 10,577 | 13,877 |
Shareholder contribution | ' | 555 | 555 |
Repayment of note payable - related party | -25,000 | ' | -25,000 |
Proceeds from convertible note | ' | 25,000 | 25,000 |
Net cash provided by financing activities | 5,910 | 36,132 | 42,042 |
NET INCREASE IN CASH | 40 | 366 | 406 |
CASH | ' | ' | ' |
Beginning of period | ' | 40 | ' |
End of period | 40 | 406 | 406 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ' | ' | ' |
Forgiveness of debt to related party | 275,000 | 275,000 | ' |
Conversion of note payable for shares of Preferred A | ' | 6,617 | ' |
Note payable W Wylie for cancellation of common stock | ' | 25,000 | ' |
Stock issued for prepaid expense | ' | $3,500 | ' |
Shareholders_Equity
Shareholders Equity (USD $) | Preferred Stock | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit Development Stage | Total |
Beginning Balance, Value at May. 09, 2012 | ' | ' | ' | ' | ' |
Beginning Balance, Shares at May. 09, 2012 | ' | ' | ' | ' | ' |
Issuance of stock, Shares | ' | 2,100,000,000 | ' | ' | ' |
Issuance of stock, Value | ' | 2,100 | 510 | ' | 2,610 |
Forgiveness of debt interest, by related party | ' | ' | ' | ' | ' |
Effect of merger, Shares | ' | 2,148,517 | ' | ' | ' |
Effect of merger, Value | ' | 2 | -512 | -299,490 | -300,000 |
Issuance of common stock in private placement, Shares | ' | 316,500,000 | ' | ' | ' |
Issuance of common stock in private placement, Value | ' | 316 | 24,684 | ' | 25,000 |
Net loss for the period | ' | ' | ' | -89,621 | -89,621 |
Ending Balance, Value at Dec. 31, 2012 | ' | 2,418 | 24,682 | -389,111 | -362,011 |
Ending Balance, Shares at Dec. 31, 2012 | ' | 2,418,648,517 | ' | ' | ' |
Shareholder contribution | ' | ' | 555 | ' | 555 |
Issuance of stock, Shares | ' | 5,000,000 | ' | ' | ' |
Issuance of stock, Value | ' | 5 | 3,495 | ' | 3,500 |
Cancellation of common stock, Shares | ' | -1,050,000,000 | ' | ' | ' |
Cancellation of common stock, Value | ' | -1,050 | -23,950 | ' | -25,000 |
Forgiveness of debt interest, by related party | ' | ' | 744 | ' | 744 |
Forgiveness of debt by related party | ' | ' | 275,000 | ' | 275,000 |
Net loss for the period | ' | ' | ' | -213,249 | -213,249 |
Ending Balance, Value at Dec. 31, 2013 | $8 | $1,373 | $287,135 | ($602,360) | ($313,844) |
Ending Balance, Shares at Dec. 31, 2013 | 8,000,000 | 1,373,648,517 | ' | ' | ' |
1_BUSINESS_DESCRIPTION
1. BUSINESS DESCRIPTION | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
1. BUSINESS DESCRIPTION | ' |
NOTE 1 – BUSINESS DESCRIPTION | |
Business | |
Kleangas Energy Technologies, Inc., a Delaware corporation (the “Company”), is a development stage company. | |
The Company is in the GREEN ENERGY business and currently is selling wood pellets made from waste wood. | |
GREEN DAY AGREEMENT | |
The Board of Directors (the "Board") of Kleangas Energy Technologies Inc., a Delaware corporation (the "Company"), approved the execution of a share exchange agreement dated November 15, 2013 (the "Share Exchange Agreement") with Green Day Technologies Inc., a Florida corporation ("Green Day"). On December 18, 2013, the Company and Green Day entered into and executed an amendment to the Share Exchange Agreement (the "Amendment"). In accordance with the terms and provisions of the Amendment to Share Exchange Agreement: (i) the shareholders of Green Day (the "Green Day Shareholders") shall tender their shares of common stock to the Company in exchange for the issuance by the Company of its shares of restricted common stock on the basis of one share of common stock of Green Day for seventeen (17) shares of common stock of the Company; and (ii) the Green Day Shareholders shall tender to the Company their shares of preferred stock of the Company in exchange for the issuance by the Company of a corresponding share on a one to one basis of either its Series A, B, C or D Preferred stock. Effective January 15, 2014 Green Day became a wholly owned subsidiary of the Company. | |
Merger | |
On August 15, 2012, the Company completed a Plan and Agreement of Merger, dated as of August 15, 2012, by and among Windsor Resource Corp. (“Windsor”), KNGS Acquisition, Inc., a Florida corporation, and Kleangas Energy Technologies, Inc., a Florida corporation (“KET”), whereby Windsor issued 2,100,000,000 shares of its common stock to the stockholders of KET and KET became the wholly owned subsidiary of the Company. Although, as a legal matter, Windsor acquired KET in the merger, KET was considered to be the accounting acquirer, and the merger was accounted for as a reverse merger, with KET being the accounting survivor. Accordingly, the historical financial statements presented herein are those of KET and do not include the historical financial results of Windsor. Subsequently, Windsor changed its corporate name to Kleangas Energy Technologies, Inc., which is the same as KET. | |
In connection with the merger, Richard S. Astrom, who was the president and sole director of Windsor, entered into an Exchange Agreement, under which 2,000,000 shares of Series A Preferred Stock and 2,000,000 shares of common stock of Windsor and $71,044 of its indebtedness to him were exchanged for its secured promissory note to him in the principal amount of $275,000 which bears interest at the rate of 0.24% per annum and $25,000 in cash. The promissory note is due on August 15, 2013, is subject to acceleration upon certain events of default and contains certain restrictive covenants See Note 5. | |
Basis of Presentation | |
The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars. | |
A development stage company | |
The Company did not have any business since inception. Accordingly, the Company’s activities have been accounted for as those of a Development Stage Enterprise. The Company’s financial statements are identified as those of a development stage company, and the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | |
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |
Earnings Per Share | |
FASB ASC 260, "Earnings per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic net earnings per common share are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. | |
Basic and diluted loss per share were the same, as there were no common stock equivalents outstanding. | |
Income Taxes | |
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
3_GOING_CONCERN
3. GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
3. GOING CONCERN | ' |
NOTE 3 – GOING CONCERN | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception, has incurred losses since inception, and its current cash balances will not meet working capital needs. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders or the attainment of profitable operations. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern. |
4_ACCRUED_EXPENSES_RELATED_PAR
4. ACCRUED EXPENSES - RELATED PARTIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
4. ACCRUED EXPENSES - RELATED PARTIES | ' | ||||||||
NOTE 4 – ACCRUED EXPENSES – RELATED PARTIES | |||||||||
Accrued expenses – related parties consists following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued salary | $ | 190,000 | $ | 70,000 | |||||
Accrued rent | 17,000 | 5,000 | |||||||
Accrued interest | — | 251 | |||||||
$ | 207,000 | $ | 75,251 | ||||||
On May 31, 2012, the company entered into one year employment agreements with its officers. The salary for each officer is $60,000 per year. No cash has been paid to any officers. Salary from June 2012 to December 2013 has been accrued. | |||||||||
On May 30, 2012 the company entered into a six month lease agreement with one of its officers. The term of the lease is from August 1, 2012 to January 31, 2013. The lease then continues as a month to month tenancy until terminated in accordance with the provisions of the agreement. No rent was paid. Rental expense for August 2012 to December 2013 has been accrued. Rent expense was $12,000 for the year ended December 31, 2013 and $5,000 for the period August 1, 2012 to December 31, 2012. |
5_NOTES_PAYABLE
5. NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
5. NOTES PAYABLE | ' |
NOTE 5 – NOTES PAYABLE | |
Notes Payable | |
The Company issued two $25,000 notes payable to a shareholder and former officer. Note 1 bearing interest at 6% per annum was for the cancellation of 1,050,000,000 shares of common stock held by the officer was issued November 7, 2013 and matures on May 7, 2014. Note 2 bearing interest at 7% per annum was issued for consulting service. The note was issued November 15, 2013 and matures on April 14, 2014. | |
Note Payable – Related Party | |
Note payable – Related Party consists of a note payable to Richard Astrom, the prior president and sole director of Windsor, bearing interest at 0.24% and due in August 15, 2013. This note is secured by a pledge of all of the shares of the Company’s operating subsidiary of the Company. On October 1, 2013, the $275,000 debt was forgiven and the principal amount plus accrued interest was contributed to additional paid in capital. | |
Convertible Note Payable | |
The Principal Sum is $300,000 (three hundred thousand) plus accrued and unpaid interest and any other fees. The Consideration is $270,000 (two hundred seventy thousand) payable by wire (there exists a $30,000 original issue discount (the “OID”)). The Lender shall pay $25,000 of Consideration upon closing of this Note. The Lender may pay additional Consideration to the Borrower in such amounts and at such dates as Lender may choose in its sole discretion. THE PRINCIPAL SUM DUE TO LENDER SHALL BE PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY LENDER (PLUS AN APPROXIMATE 10% ORIGINAL ISSUE DISCOUNT THAT IS PRORATED BASED ON THE CONSIDERATION ACTUALLY PAID BY THE LENDER AS WELL AS ANY OTHER INTEREST OR FEES) SUCH THAT THE BORROWER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE BORROWER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. | |
The Maturity Date is two years from the Effective Date of each payment (the “Maturity Date”) and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Conversion Price is the lesser of $0.0018 or 60% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the Lender convert any amount of the Note into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding. | |
The Company may repay this Note at any time on or before 90 days from the Effective Date, after which the Borrower may not make further payments on this Note prior to the Maturity Date without written approval from Lender. If the Borrower repays a payment of Consideration on or before 90 days from the Effective Date of that payment, the Interest Rate on that payment of Consideration shall be ZERO PERCENT (0%). If Borrower does not repay a payment of Consideration on or before 90 days from its Effective Date, a one-time Interest charge of 12% shall be applied to the Principal Sum. Any interest payable is in addition to the OID, and that OID (or prorated OID, if applicable) remains payable regardless of time and manner of payment by Borrower. | |
Conversion. The Lender has the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Borrower as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. Conversions may be delivered to Borrower by method of Lender’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Lender. If no objection is delivered from Borrower to Lender regarding any variable or calculation of the conversion notice within 24 hours of delivery of the conversion notice, the Borrower shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Company shall deliver the shares from any conversion to Lender (in any name directed by Lender) within 3 (three) business days of conversion notice delivery. | |
The note agreement provides for various penalties in the event the Company does not deliver conversion shares on a timely basis. The Company has reserved 170,000,000 common shares for the principal and interest conversion as required by the loan agreement. | |
On December 11, 2013 the Company borrowed $27,778 of principal and received net proceeds of $25,000 after deducting original issue discount of $2,778. | |
The Company's management and its auditors have determined that the conversion feature embedded in the Note is required to be accounted for separately as a derivative liability. Separation of the conversion feature as a derivative liability is required because a redemption feature in the Note allows the holders a mechanism to “net settle” the conversion feature into cash at the investor’s election. Further, the embedded conversion feature’s economic characteristics are considered more akin to an equity instrument and are therefore not considered to be clearly and closely related to the economic characteristics of the Note, which is considered more akin to a debt instrument than equity, due to the scheduled maturity date. Accordingly, the Company must record an embedded derivative liability representing the fair value of the conversion option, and the liability must be measured to fair value at each subsequent reporting date with changes in fair value at December 31, 2013 the derivative liability was $52,023 and the change in fair value at December 31, 2013 resulted in a gain in change of fair value of $115,482. |
6_DUE_TO_SHAREHOLDER
6. DUE TO SHAREHOLDER | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
6. DUE TO SHAREHOLDER | ' |
NOTE 6 – DUE TO SHAREHOLDER | |
Due to shareholders consisted of payments made by shareholders on behalf of the Company. The note bore an interest at the rate of 12% and was collateralized by the assets of the corporation. The company on August 7, 2013 issued 8,000,000 shares of Preferred A shares of the company’s stock in exchange for $6,617 due to shareholders. |
7_INCOME_TAXES
7. INCOME TAXES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
7. INCOME TAXES | ' | ||||
NOTE 7– INCOME TAXES | |||||
The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the period ended December 31, 2013 to the Company’s effective tax rate is as follows: | |||||
U.S. federal statutory rate | -34 | % | |||
State income tax, net of federal benefit | -6 | % | |||
Increase in valuation allowance | 40 | % | |||
Income tax provision (benefit) | 0 | % | |||
The benefit for income tax is summarized as follows: | |||||
Federal: | |||||
Current | $ | — | |||
Deferred | 72,505 | ||||
State and local: | |||||
Current | — | ||||
Deferred | 12,795 | ||||
Change in valuation allowance | (85,300 | ) | |||
Income tax provision (benefit) | $ | — | |||
As of December 31, 2013 the Company had approximately $245,000 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2032. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. | |||||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. |
2_SUMMARY_OF_SIGNIFICANT_ACCOU1
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |
Earnings Per Share | ' |
Earnings Per Share | |
FASB ASC 260, "Earnings per Share" provides for calculation of "basic" and "diluted" earnings per share. Basic net earnings per common share are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. | |
Basic and diluted loss per share were the same, as there were no common stock equivalents outstanding. | |
Income Taxes | ' |
Income Taxes | |
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. |
4_ACCRUED_EXPENSES_RELATED_PAR1
4. ACCRUED EXPENSES - RELATED PARTIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Accrued Expenses - Related Parties | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued salary | $ | 190,000 | $ | 70,000 | |||||
Accrued rent | 17,000 | 5,000 | |||||||
Accrued interest | — | 251 | |||||||
$ | 207,000 | $ | 75,251 |
7_INCOME_TAXES_Tables
7. INCOME TAXES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Reconciliation of Effective Income Tax Rate | ' | ||||
U.S. federal statutory rate | -34 | % | |||
State income tax, net of federal benefit | -6 | % | |||
Increase in valuation allowance | 40 | % | |||
Income tax provision (benefit) | 0 | % | |||
Income Tax Expense Benefit | ' | ||||
Federal: | |||||
Current | $ | — | |||
Deferred | 83,300 | ||||
State and local: | |||||
Current | — | ||||
Deferred | 7,350 | ||||
Change in valuation allowance | (90,650 | ) | |||
Income tax provision (benefit) | $ | — |
1_BUSINESS_DESCRIPTION_Details
1. BUSINESS DESCRIPTION (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2013 | Aug. 15, 2012 | |
Due to Related Party | $75,251 | $207,000 | $71,044 |
Notes Payable, Related Party, Current | 275,000 | ' | 275,000 |
Interest Rate | ' | ' | 0.24% |
Payments to Related Party | $25,000 | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' |
Stock Issued, Acquisitions, Shares | 2,000,000 | ' | ' |
Common Stock [Member] | ' | ' | ' |
Stock Issued, Acquisitions, Shares | 2,000,000 | ' | ' |
Acquisition-related Costs [Member] | ' | ' | ' |
Stock Issued, Acquisitions, Shares | 2,100,000,000 | ' | ' |
4_ACCRUED_EXPENSES_RELATED_PAR2
4. ACCRUED EXPENSES - RELATED PARTIES - Accrued Expenses - Related Parties (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2012 |
Related Party Transactions [Abstract] | ' | ' | ' |
Accrued salary | $190,000 | $70,000 | ' |
Accrued rent | 17,000 | 5,000 | ' |
Accrued interest | ' | 251 | ' |
Accrued Expenses | $207,000 | $75,251 | $71,044 |
4_ACCRUED_EXPENSES_RELATED_PAR3
4. ACCRUED EXPENSES - RELATED PARTIES (Details Narrative) (USD $) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Annual Salary - Officer | ' | $60,000 |
Rent Expense | $5,000 | $12,000 |
5_NOTES_PAYABLE_Details_Narrat
5. NOTES PAYABLE (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Note 1 | Note 2 | Richard Astrom | Convertible Note Payable | ||||
Interest Rate | ' | ' | 0.24% | 6.00% | 7.00% | 0.24% | ' |
Notes Payable | $772 | ' | ' | $25,000 | $25,000 | ' | ' |
Cancellation of Shares for Note | ' | ' | ' | 1,050,000,000 | ' | ' | ' |
Debt Forgiveness | ' | ' | ' | ' | ' | 275,000 | ' |
Principal Amount, Note Payable | ' | ' | ' | ' | ' | ' | 300,000 |
Original Issue Discount | ' | ' | ' | ' | ' | ' | $30,000 |
6_DUE_TO_SHAREHOLDER_Details_N
6. DUE TO SHAREHOLDER (Details Narrative) (USD $) | Aug. 15, 2012 | Dec. 31, 2013 |
Due to Shareholder | ||
Interest Rate | 0.24% | 12.00% |
Stock Issued for Debt | ' | 8,000,000 |
Principal Amount, Note Payable | ' | $6,617 |
7_INCOME_TAXES_Reconciliation_
7. INCOME TAXES - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
U.S. federal statutory rate | -34.00% |
State income tax, net of federal benefit | -6.00% |
Increase in valuation allowance | 40.00% |
Income tax provision (benefit) | 0.00% |
7_INCOME_TAXES_Income_Tax_Expe
7. INCOME TAXES - Income Tax Expense Benefit (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Federal: | ' |
Current | ' |
Deferred | 72,505 |
State and local: | ' |
Current | ' |
Deferred | 12,795 |
Change in valuation allowance | -85,300 |
Income tax provision (benefit) | ' |
7_INCOME_TAXES_Details_Narrati
7. INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Operating Loss Carryforwards | $245,000 |
US Statutory Rate | -34.00% |