Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Jun. 20, 2014 | Jun. 29, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'COCONNECT, INC. | ' | ' |
Entity Central Index Key | '0001088638 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filer | 'No | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $20,000 |
Entity Common Stock, Shares Outstanding | ' | 3,179,428 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash | ' | $70 |
Total current assets | ' | 70 |
TOTAL ASSETS | 0 | 70 |
Current liabilities | ' | ' |
Accounts payable | 50,129 | 50,182 |
Other payables | 1,660 | 1,660 |
Due to shareholders | 13,385 | 13,385 |
Total current liabilities | 65,174 | 65,227 |
TOTAL LIABILITIES | 65,174 | 65,227 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, 1,000,000 shares authorized, $0.001 par value 100,000 shares issued and outstanding | 100 | 100 |
Common stock, 4,999,000,000 shares authorized, $0.001 par value 2,750,000 shares issued and outstanding as of December 31, 2013 and 2012 | 2,750 | 2,750 |
Additional paid-in capital | 11,823,622 | 11,823,622 |
Deficit accumulated | -11,891,646 | -11,891,629 |
TOTAL STOCKHOLDERS' DEFICIT | -65,174 | -65,157 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $0 | $70 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, shares issued | 100,000 | 100,000 |
Preferred Stock, shares outstanding | 100,000 | 100,000 |
Common Stock, shares authorized | 4,999,000,000 | 4,999,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares issued | 2,750,000 | 2,750,000 |
Common Stock, shares outstanding | 2,750,000 | 2,750,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Expenses | ' | ' |
Professional fees | ' | $10,500 |
General and administrative | 18 | 14,088 |
Total operating expenses | 18 | 24,588 |
Loss from operations | -18 | -24,588 |
Net loss before income tax | -18 | -24,588 |
Income tax | 0 | 0 |
NET LOSS | ($18) | ($24,588) |
Basic and diluted loss per common share | $0 | ($0.01) |
Weighted average common shares outstanding | 2,750,000 | 2,750,000 |
Statements_of_Stockholders_Def
Statements of Stockholders' Deficit (USD $) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2011 | $100 | $2,750 | $11,823,622 | ' | ($11,867,041) | ($40,569) |
Balance, shares at Dec. 31, 2011 | 100,000 | 2,750,000 | ' | ' | ' | ' |
Net loss for the year ended | ' | ' | ' | ' | -24,588 | -24,588 |
Balance at Dec. 31, 2012 | 100 | 2,750 | 11,823,622 | ' | -11,891,629 | -65,157 |
Balance, shares at Dec. 31, 2012 | 100,000 | 2,750,000 | ' | ' | ' | ' |
Net loss for the year ended | ' | ' | ' | ' | -18 | -18 |
Balance at Dec. 31, 2013 | $100 | $2,750 | $11,823,622 | ' | ($11,891,647) | ($65,174) |
Balance, shares at Dec. 31, 2013 | 100,000 | 2,750,000 | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net Loss | ($18) | ($24,588) |
Changes in operating assets and liabilities: | ' | ' |
Accounts payable increase | -52 | 9,642 |
NET CASH USED IN OPERATING ACTIVITIES | -70 | -14,946 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
NET CASH FROM INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from shareholder cash advances | ' | 13,385 |
Proceeds and payments from cash advances | ' | -208,317 |
NET CASH FROM FINANCING ACTIVITIES | ' | -194,932 |
NET CHANGE IN CASH | -70 | -209,878 |
CASH BALANCES | ' | ' |
Beginning of period | 70 | 209,948 |
End of period | ' | 70 |
SUPPLEMENTAL DISCLOSURE: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
Organization_and_History_of_th
Organization and History of the Company | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization And History of the Company | ' |
Note 1 - Organization And History of the Company | |
CoConnect, Inc. (the “Company”) was incorporated in Alabama in December 1997 to take over the assets of related businesses involved in reorganizations through bankruptcies. In 1997, the Company acquired Mobile Limited Liability Company (Mobile) as part of the confirmation by the U.S. Bankruptcy Court for the Northern District of Texas of a Plan of Reorganization of Mobile. The Company acquired all of the assets of Digital Wireless Systems (“DSWI”) on August 6, 2000, as part of the consummation of DSWI’s confirmed Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code. Lack of funding forced the Company to abandon plans to revive the operations of both companies. | |
In 2000, the Company acquired three operating subsidiaries, Daybreak Auto Recovery, Inc., Rap Group, and Voltage Vehicles. In 2002, the Company rescinded these acquisitions and in October 2004 cancelled the common shares that were issued for the acquisitions, which shares had been held in escrow. During 2002 and 2003, the Company had no operations other than to continue its efforts to liquidate certain telecommunications licenses, the only assets of the Company, in order to pay creditors who had judgments arising out of the bankruptcies. | |
In August 2004, the Company changed its domicile to Nevada, and changed its name to Advanced Wireless Communications, Inc. | |
On October 5, 2004, the Company signed a definitive agreement with Heritage Communications, Inc. (“Heritage”) and acquired an exclusive license for the marketing and distribution of telecommunications products over Heritage’s proprietary high-speed wireless network. | |
The Company changed its name to CoConnect, Inc. in February, 2005. | |
Acquisition of Heritage Communications, Inc. and Rescission of Agreement | |
On January 28, 2005, the Company executed a Share Exchange Agreement (the “Agreement”) with Heritage Communications, Inc. (“Heritage”) and its shareholders. The Company acquired all of the outstanding shares of Heritage in exchange for 30 million shares of the Company’s common stock as provided by the Agreement. | |
As part of the Agreement, Heritage provided warranties and representations that, among other items, it had no undisclosed outstanding indebtedness and that it had filed all federal, state and local tax returns which were required and that Heritage had paid all taxes, interest and penalties, if any, due and payable related to its tax liabilities. Subsequent to the Agreement being executed, the Company determined that material omissions and misrepresentations had been made by Heritage. As a result of these omissions and misrepresentations, the Company rescinded the Agreement on July 14, 2005. As a result of the rescission, the Company issued a cancel order to the transfer agent on the 30 million shares of common stock previously issued to the shareholders of Heritage. The stock has been recorded at par value. | |
Acquisition of Phoenix Asset Systems Corp and Rescission of the Agreement | |
On December 17, 2005, the Company executed a Purchase Agreement (the “Agreement”) with Phoenix Asset Systems Corp. (“Phoenix”) and its shareholders. The Company acquired assets of Phoenix and assumed liabilities in exchange $50,000 in cash and 8,000,000 shares of the Company’s common stock. | |
The Companies mutually rescinded the Agreement and the shares were returned to the Company’s office for cancellation. | |
Failed Plan of Merger with Boomj.com, Inc. | |
On March 23, 2007, we entered into a Loan Agreement (the “Loan Agreement”) with Richard Ferguson (“Ferguson”) and David O. Black (“Black”) whereby Ferguson and Black were to provide $25,000 each to pay the Company’s debts. It was agreed that upon a successful merger or acquisition Ferguson and Black would be repaid out of proceeds received from the merger or acquisition together with 10% interest. In the event there was not a merger or acquisition acceptable to a majority of the Board of Directors within 180 days of the Loan Agreement, Ferguson and Black were to be immediately issued 50% of the authorized but unissued common stock of the Company; half of the shares to be issued to Ferguson and half of the shares to be issued to Black. | |
On August 7, 2007 we entered into an Agreement and Plan of Reorganization (the “Plan”) with CoConnect Sub, Inc., a newly-formed Nevada corporation (hereinafter “CoConnect Sub”) and Boomj.com, Inc., a Nevada corporation (hereinafter “BOOMJ”), pursuant to which CoConnect Sub agreed to merge with and into BOOMJ (the “Merger”). The proposed closing date for the Merger was August 31, 2007. BOOMJ was granted an extension to September 20, 2007 in which to send a non-refundable deposit. Said deposit was never received. On September 21, 2007, the merger between BOOMJ and the Company was cancelled due to lack of performance and failure to meet any of the objectives set forth in the Plan. Pursuant to the terms of the March 23, 2007 Loan Agreement, on September 23, 2007 Ferguson and Black were each issued 37,500,000 shares of our common stock. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
Note 2 - Summary of Significant Accounting Policies | |||||||||
Going Concern Considerations | |||||||||
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Because of the recurring operating losses and the excess of current liabilities over current assets, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on attaining profitable operations, restructuring its financial obligations, and obtaining additional outside financing. The Company has funded losses from operations primarily from the issuance of debt and the sale of the Company’s common stock. The Company believes that the issuance of debt and the sale of the Company’s common stock will continue to fund operating losses in the short-term until the Company can generate revenues sufficient to fund its operations. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions principally relate to the fair value and forfeiture rates of stock based transactions, and long-lived asset depreciation and amortization, and potential impairment. | |||||||||
Cash and Cash Equivalents | |||||||||
Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. | |||||||||
Concentration of Risk | |||||||||
A financial instrument which potentially subjects the Company to concentrations of credit risk is cash. The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner. At December 31, 2013, there were no uninsured deposits. | |||||||||
Financial Instruments | |||||||||
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: | |||||||||
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. | |||||||||
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |||||||||
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. | |||||||||
The recorded amounts of financial instruments, including cash equivalents accounts payable, other payables and due to shareholders, approximate their market values as of December 31, 2013. | |||||||||
Income Taxes | |||||||||
We account for income taxes under the provision of Accounting Standards Codification 740, “Income Taxes”, or ASC 740. As of December 31, 2013 and 2012, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our balance sheets at December 31, 2013 and 2012, respectively and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2013 and 2012. We are subject to taxation in the United States and California. | |||||||||
The Company is subject to taxation in the United States and California. The Company does not have any income tax provision for the years ended December 31, 2013 and 2012 due to current and historical losses. | |||||||||
The provision for income taxes using the statutory federal income tax rate of 34% in 2013 and 2012 as compared to the company’s effective tax rate is summarized as follows: | |||||||||
for the year ended | for the year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Federal taxes | $ | (6 | ) | $ | (5,924 | ) | |||
State taxes | (2 | ) | (1,671 | ) | |||||
Taxes | - | - | |||||||
Change in Valuation Allowance | 8 | 7,595 | |||||||
Income Tax Expense | $ | - | $ | - | |||||
At December 31, 2013 and 2012, the Company had deferred tax assets of $4,047,667 and $4,047,649, respectively. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets, a full valuation allowance has been established to offset the net deferred tax asset. Additionally, the future utilization of the Company’s net operating loss to offset future taxable income may be subject to an annual limitation, pursuant to Internal Revenue Code Section 382, as a result of ownership changes that may have occurred previously or that could occur in the future. The Company has not performed a Section 382 analysis to determine the limitation of the net operating loss and research and development credit carry forwards. | |||||||||
Significant components of the company’s deferred tax assets are as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
NOL Carryforward | $ | 4,047,667 | $ | 4,047,649 | |||||
Valuation Allowance | (4,047,667 | ) | (4,047,649 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $8 and $7,595 in 2013 and 2012, respectively. | |||||||||
As of December 31, 2013, the Company had federal and California net operating loss carryforwards of approximately $12 million. The federal and California tax loss carry forwards will begin to expire in 2025 and 2020, respectively, unless previously utilized. | |||||||||
The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has 50% or less likelihood of being sustained upon examination. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. | |||||||||
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2013 and 2012, and has not recognized interest and/or penalties in the statements of operations for the years ended December 31, 2013 and 2012. The Company’s tax years for 2013 and forward are subject to examination by the United States and state tax authorities due to the carry forward of unutilized net operating losses | |||||||||
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2006-2012. | |||||||||
Basic Net Loss Per Share of Common Stock | |||||||||
In accordance with US GAAP, basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. | |||||||||
for the year ended | for the year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Numerator – (loss) | $ | (18 | ) | $ | (24,588 | ) | |||
Denominator – weighted avg. number of shares outstanding | 2,750,000 | 2,750,000 | |||||||
Loss per share – basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) | |||
Recently Adopted Accounting Pronouncements | |||||||||
In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities”. The amendments in this update remove the definition of a development stage entity from ASC Topic 915, Development Stage Entities, thereby removing the distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. These amendments are effective for annual reporting periods beginning after December 15, 2014, with early application of the amendments permitted. The Company has adopted ASU No. 2014-10, and no longer presents or disclose any information required under ASC Topic 915. |
Other_Payables
Other Payables | 12 Months Ended |
Dec. 31, 2013 | |
Payables and Accruals [Abstract] | ' |
Other Payables | ' |
Note 3 - Other Payables | |
The Company began capital raising efforts during the year ended December 31, 2011 to cover certain cash obligations regarding possible acquisition targets and other capital funding needs. At December 31, 2011 we had raised $209,977. During the year ended December 31, 2012 we returned $208,317 to the prospective investors. At December 31, 2013, the Company had $1,660 due to these prospective investors, which is shown as other payables on the Balance Sheets. |
Due_to_Shareholders
Due to Shareholders | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Due to Shareholders | ' |
Note 4 - Due to Shareholders | |
The Company received cash advances to pay outstanding payables and payments made directly to the Company’s service providers, in connection with our SEC reporting obligations and annual audit, from shareholders, Dave Hunt and BCGU, LLC in amounts of $4,462 and $8,923, respectively, during the year ended December 31, 2012. The Company made no payments to BCGU, LLC or Dave Hunt during the year ended December 31, 2012 and 2013, and $13,385 was due to these shareholders at December 31, 2012 and 2013. | |
Dave Hunt is the managing member of RVCA, a principal owner of the Company and BCGU, LLC is a principal owner of the Company. |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Common Stock | ' |
Note 5 - Common Stock | |
As of December 31, 2013, Common stock, $0.001 par value: 4,999,000,000 shares authorized. 2,750,000 shares issued and outstanding | |
On January 20, 2012, the Company issued 100,000 shares of common stock to a law firm for professional services provided, valued at $61,000. Services by the law firm were never performed, as a result these shares were subsequently returned to the Company and retired in its treasury and no expense was recorded. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Preferred Stock | ' |
Note 6 - Preferred Stock | |
As of December 31, 2013, Preferred stock, $0.001 par value: 1,000,000 shares authorized. 100,000 shares of Series B Preferred Stock issued and outstanding | |
On October 26, 2011 the Company filed a Certificate of Designation with the Nevada Secretary of State designating the Series B Preferred Stock. The Series B Preferred Stock does not have specific liquidation or mandatory dividend rights, but does grant the holder thereof certain voting rights, with each share’s vote determined by multiplying (a) the number of shares of Series B Preferred Stock held by such holder, and (b) 49,990, thus granting the Series B Preferred Stock holders effective control of the Company. In addition, the Series B Preferred Stock contains protective provisions that require affirmative consent of all of the Series B Preferred Stock holders for any action to: (i) amend, alter or repeal any provision of the Articles of Incorporation, this Certificate of Designation or Bylaws of the Corporation; (ii) designate any new class of Preferred Stock or sell or issue any additional shares of Preferred Stock other than the Series B Preferred Stock; (iii) issue any shares of Common Stock that would result in the Company’s number of shares of Common Stock issued and outstanding exceeding Thirty Six Million (36,000,000) shares; and (iv) initiate any action with a regulatory, governmental, administrative, judicial entity or individual in an attempt to abrogate or diminish in any way the rights, preferences and privileges of these Series B Preferred Stock. |
Warrants_Related_Party
Warrants - Related Party | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Warrants - Related Party | ' | ||||||||||||||||||||||
Note 7 - Warrants- Related Party | |||||||||||||||||||||||
65,000 warrants were issued to Brad Bingham, our former director, and 15,000 warrants were issued to Dave Hunt, the managing member of RVCA, a principal owner of the Company, during the year ended December 31, 2011, for services provided. The warrants were valued using a Black-Scholes valuation model. The variables used in this option-pricing model included: (1) discount rates of .24% (2) expected warrant life is the actual remaining life of the warrant as of each period end, (3) expected volatility of 345% and (4) zero expected dividends. | |||||||||||||||||||||||
The following summarizes stock purchase warrants as of December 31, 2013 and 2012: | |||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||
Number | Weighted | Remaining | Weighted | ||||||||||||||||||||
of | Average | Exercise Life | Number | Average | Expiration | ||||||||||||||||||
Date of Grant | Shares | Exercise Price | in Years | Exercisable | Exercise Price | Date | |||||||||||||||||
Fourth quarter fiscal 2011 | 80,000 | $ | 0.5 | - | 80,000 | $ | 0.5 | 12/19/13 | |||||||||||||||
Fourth quarter fiscal 2013 | (80,000 | ) | $ | 0.5 | - | (80,000 | ) | $ | 0.5 | 12/19/13 | |||||||||||||
Total at December 31, 2013 | - | $ | - | - | $ | - | |||||||||||||||||
A summary of the activity of the warrants for the year ended December 31, 2013 is as follows: | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Amount | Exercise Price | ||||||||||||||||||||||
Outstanding December 31, 2012 | 80,000 | $ | 0.5 | ||||||||||||||||||||
Expired/Retired | (80,000 | ) | $ | 0.5 | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Issued | - | - | |||||||||||||||||||||
Outstanding December 31, 2013 | - | $ | - |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 8 - Subsequent Events | |
The Company has performed an evaluation of events occurring subsequent to the period end through the issuance date of this report. Based on the Company’s evaluation, nothing other than the events described below need to be disclosed. | |
During May 2014, the Company retired 100,000 shares of Series B Preferred stock to its treasury. | |
During 2014, the Company issued 429,428 shares of common stock in exchange for cash proceeds of $140,303. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Going Concern Considerations | ' | ||||||||
Going Concern Considerations | |||||||||
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Because of the recurring operating losses and the excess of current liabilities over current assets, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on attaining profitable operations, restructuring its financial obligations, and obtaining additional outside financing. The Company has funded losses from operations primarily from the issuance of debt and the sale of the Company’s common stock. The Company believes that the issuance of debt and the sale of the Company’s common stock will continue to fund operating losses in the short-term until the Company can generate revenues sufficient to fund its operations. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions principally relate to the fair value and forfeiture rates of stock based transactions, and long-lived asset depreciation and amortization, and potential impairment. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition. | |||||||||
Concentration of Risk | ' | ||||||||
Concentration of Risk | |||||||||
A financial instrument which potentially subjects the Company to concentrations of credit risk is cash. The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner. At December 31, 2013, there were no uninsured deposits. | |||||||||
Financial Instruments | ' | ||||||||
Financial Instruments | |||||||||
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: | |||||||||
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. | |||||||||
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |||||||||
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. | |||||||||
The recorded amounts of financial instruments, including cash equivalents accounts payable, other payables and due to shareholders, approximate their market values as of December 31, 2013. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
We account for income taxes under the provision of Accounting Standards Codification 740, “Income Taxes”, or ASC 740. As of December 31, 2013 and 2012, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our balance sheets at December 31, 2013 and 2012, respectively and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2013 and 2012. We are subject to taxation in the United States and California. | |||||||||
The Company is subject to taxation in the United States and California. The Company does not have any income tax provision for the years ended December 31, 2013 and 2012 due to current and historical losses. | |||||||||
The provision for income taxes using the statutory federal income tax rate of 34% in 2013 and 2012 as compared to the company’s effective tax rate is summarized as follows: | |||||||||
for the year ended | for the year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Federal taxes | $ | (6 | ) | $ | (5,924 | ) | |||
State taxes | (2 | ) | (1,671 | ) | |||||
Taxes | - | - | |||||||
Change in Valuation Allowance | 8 | 7,595 | |||||||
Income Tax Expense | $ | - | $ | - | |||||
At December 31, 2013 and 2012, the Company had deferred tax assets of $4,047,667 and $4,047,649, respectively. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize these assets, a full valuation allowance has been established to offset the net deferred tax asset. Additionally, the future utilization of the Company’s net operating loss to offset future taxable income may be subject to an annual limitation, pursuant to Internal Revenue Code Section 382, as a result of ownership changes that may have occurred previously or that could occur in the future. The Company has not performed a Section 382 analysis to determine the limitation of the net operating loss and research and development credit carry forwards. | |||||||||
Significant components of the company’s deferred tax assets are as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
NOL Carryforward | $ | 4,047,667 | $ | 4,047,649 | |||||
Valuation Allowance | (4,047,667 | ) | (4,047,649 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Realization of the deferred tax assets is dependent upon the generation of future taxable income, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $8 and $7,595 in 2013 and 2012, respectively. | |||||||||
As of December 31, 2013, the Company had federal and California net operating loss carryforwards of approximately $12 million. The federal and California tax loss carry forwards will begin to expire in 2025 and 2020, respectively, unless previously utilized. | |||||||||
The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has 50% or less likelihood of being sustained upon examination. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. | |||||||||
The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2013 and 2012, and has not recognized interest and/or penalties in the statements of operations for the years ended December 31, 2013 and 2012. The Company’s tax years for 2013 and forward are subject to examination by the United States and state tax authorities due to the carry forward of unutilized net operating losses | |||||||||
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2006-2012. | |||||||||
Basic Net Loss Per Share of Common Stock | ' | ||||||||
Basic Net Loss Per Share of Common Stock | |||||||||
In accordance with US GAAP, basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. | |||||||||
for the year ended | for the year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Numerator – (loss) | $ | (18 | ) | $ | (24,588 | ) | |||
Denominator – weighted avg. number of shares outstanding | 2,750,000 | 2,750,000 | |||||||
Loss per share – basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) | |||
Recently Adopted Accounting Pronouncements | ' | ||||||||
Recently Adopted Accounting Pronouncements | |||||||||
In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities”. The amendments in this update remove the definition of a development stage entity from ASC Topic 915, Development Stage Entities, thereby removing the distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. These amendments are effective for annual reporting periods beginning after December 15, 2014, with early application of the amendments permitted. The Company has adopted ASU No. 2014-10, and no longer presents or disclose any information required under ASC Topic 915. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of Income Tax Rate | ' | ||||||||
The provision for income taxes using the statutory federal income tax rate of 34% in 2013 and 2012 as compared to the company’s effective tax rate is summarized as follows: | |||||||||
for the year ended | for the year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Federal taxes | $ | (6 | ) | $ | (5,924 | ) | |||
State taxes | (2 | ) | (1,671 | ) | |||||
Taxes | - | - | |||||||
Change in Valuation Allowance | 8 | 7,595 | |||||||
Income Tax Expense | $ | - | $ | - | |||||
Summary of Deferred Tax Assets Components | ' | ||||||||
Significant components of the company’s deferred tax assets are as follows: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
NOL Carryforward | $ | 4,047,667 | $ | 4,047,649 | |||||
Valuation Allowance | (4,047,667 | ) | (4,047,649 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Schedule of Basic Net Loss Per Share of Common Stock | ' | ||||||||
Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. | |||||||||
for the year ended | for the year ended | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Numerator – (loss) | $ | (18 | ) | $ | (24,588 | ) | |||
Denominator – weighted avg. number of shares outstanding | 2,750,000 | 2,750,000 | |||||||
Loss per share – basic and diluted | $ | (0.00 | ) | $ | (0.01 | ) |
Warrants_Related_Party_Tables
Warrants - Related Party (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||
Schedule of Warrant Activity | ' | ||||||||||||||||||||||
The following summarizes stock purchase warrants as of December 31, 2013 and 2012: | |||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||
Number | Weighted | Remaining | Weighted | ||||||||||||||||||||
of | Average | Exercise Life | Number | Average | Expiration | ||||||||||||||||||
Date of Grant | Shares | Exercise Price | in Years | Exercisable | Exercise Price | Date | |||||||||||||||||
Fourth quarter fiscal 2011 | 80,000 | $ | 0.5 | - | 80,000 | $ | 0.5 | 12/19/13 | |||||||||||||||
Fourth quarter fiscal 2013 | (80,000 | ) | $ | 0.5 | - | (80,000 | ) | $ | 0.5 | 12/19/13 | |||||||||||||
Total at December 31, 2013 | - | $ | - | - | $ | - | |||||||||||||||||
Schedule of Stock Purchase Warrants | ' | ||||||||||||||||||||||
A summary of the activity of the warrants for the year ended December 31, 2013 is as follows: | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Amount | Exercise Price | ||||||||||||||||||||||
Outstanding December 31, 2012 | 80,000 | $ | 0.5 | ||||||||||||||||||||
Expired/Retired | (80,000 | ) | $ | 0.5 | |||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Issued | - | - | |||||||||||||||||||||
Outstanding December 31, 2013 | - | $ | - |
Organization_and_History_of_th1
Organization and History of the Company (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jan. 28, 2005 | Dec. 17, 2005 | Sep. 23, 2007 | Mar. 23, 2007 | Sep. 23, 2007 | Mar. 23, 2007 | |
Heritage [Member] | Phoenix [Member] | Ferguson [Member] | Ferguson [Member] | Black [Member] | Black [Member] | |||
Common stock provided for agreement | ' | ' | 30,000,000 | ' | ' | ' | ' | ' |
Common stock issued for acquisition | ' | ' | ' | $50,000 | ' | ' | ' | ' |
Common stock issued for Acquisition, shares | ' | ' | ' | 8,000,000 | ' | ' | ' | ' |
Related parties loan agreement | ' | $13,385 | ' | ' | ' | $25,000 | ' | $25,000 |
Percentage of process received from the acquisition interest | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% |
Percentage of issued authorized but unissued common stock | ' | ' | ' | ' | ' | 50.00% | ' | 50.00% |
Common stock issued share for the period | ' | ' | ' | ' | 37,500,000 | ' | 37,500,000 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
FDIC, basic deposit coverage limits | $250,000 | ' |
Statutory Federal tax rate | 34.00% | 34.00% |
Deferred tax assets | 4,047,667 | 4,047,649 |
Income tax valuation allowance | 8 | 7,595 |
Federal net operating loss carryforwards | 12,000,000 | ' |
Federal and state net operating loss carryovers, expiration date | ' | ' |
expire in 2025 and 2020. | ||
Percentage of sustained upon examination | 50.00% | ' |
Accrual for interest or penalties to income tax | $0 | $0 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Income Tax Rate (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Federal taxes | ($6) | ($5,924) |
State taxes | -2 | -1,671 |
Taxes | ' | ' |
Change in Valuation Allowance | 8 | 7,595 |
Income tax expense | $0 | $0 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Summary of Deferred Tax Assets Components (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | ' | ' |
NOL Carryforward | $4,047,667 | $4,047,649 |
Valuation Allowance | -4,047,667 | -4,047,649 |
Net deferred tax assets | $0 | $0 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Basic Net Loss Per Share of Common Stock (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Numerator - (loss) | ($18) | ($24,588) |
Denominator - weighted avg. number of shares outstanding | 2,750,000 | 2,750,000 |
Loss per share - basic and diluted | $0 | ($0.01) |
Other_Payables_Details_Narrati
Other Payables (Details Narrative) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 |
Investor [Member] | ||||
Other payables | $1,660 | $1,660 | $209,977 | ' |
Returned from prospective investors | ' | ' | ' | $208,317 |
Due_to_Shareholders_Details_Na
Due to Shareholders (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Due To Shareholders Details Narrative | ' | ' |
Cash advances provided by Dave Hunt | ' | $4,462 |
Cash advances provided by BCGU, LLC | ' | 8,923 |
Repayment made by Company for cash advances | 0 | 0 |
Amount owed to shareholders | $13,385 | $13,385 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 1 Months Ended | ||
Jan. 20, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' | ' |
Common Stock, par value | ' | $0.00 | $0.00 |
Common Stock, shares authorized | ' | 4,999,000,000 | 4,999,000,000 |
Common Stock, shares issued | ' | 2,750,000 | 2,750,000 |
Common Stock, shares outstanding | ' | 2,750,000 | 2,750,000 |
Issuance of common stock for professional services provided, shares | 100,000 | ' | ' |
Issuance of common stock for professional services provided, value | $61,000 | ' | ' |
Preferred_Stock_Details_Narrat
Preferred Stock (Details Narrative) (USD $) | 0 Months Ended | ||
Oct. 26, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity [Abstract] | ' | ' | ' |
Preferred Stock, par value | ' | $0.00 | $0.00 |
Preferred Stock, shares authorized | ' | 1,000,000 | 1,000,000 |
Preferred Stock B, shares issued | ' | 100,000 | 100,000 |
Preferred Stock B, shares outstanding | ' | 100,000 | 100,000 |
Series B preferred stock, multiplier | 49,990 | ' | ' |
Common Stock issued and outstanding, exceeding issuance limit | 36,000,000 | ' | ' |
Warrants_Related_Party_Details
Warrants - Related Party (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrant [Member] | ' |
Warrants, discount rates | 0.24% |
Warrants, expected volatility | 345.00% |
Warrants, expected dividends | $0 |
Brad Bingham [Member] | ' |
Number of warrants issued | 65,000 |
Dave Hunt [Member] | ' |
Number of warrants issued | 15,000 |
Stock_Purchase_Warrants_Detail
Stock Purchase Warrants (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2011 | |
Equity [Abstract] | ' | ' |
Warrants Outstanding, Number of Shares | -80,000 | 80,000 |
Warrants Outstanding, Weighted Average Exercise Price | $0.50 | $0.50 |
Warrants Exercisable, Number Exercisable | -80,000 | 80,000 |
Warrants Exercisable, Weighted Average Exercise Price | $0.50 | $0.50 |
Warrants Exercisable, Expiration Date | 19-Dec-13 | 19-Dec-13 |
Warrants_Related_Party_Schedul
Warrants - Related Party - Schedule of Warrant Activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2011 | |
Shares Outstanding, Ending Balance | -80,000 | 80,000 |
Weighted Average Exercise Price, Exercised | $0.50 | $0.50 |
Warrant [Member] | ' | ' |
Shares Outstanding, Beginning Balance | 80,000 | ' |
Shares Expired/Retired | -80,000 | ' |
Shares Exercised | ' | ' |
Shares Issued | ' | ' |
Shares Outstanding, Ending Balance | ' | ' |
Weighted Average Exercise Price, Outstanding, Beginning | $0.50 | ' |
Weighted Average Exercise Price, Expired/Retired | $0.50 | ' |
Weighted Average Exercise Price, Exercised | ' | ' |
Weighted Average Exercise Price, Issued | ' | ' |
Weighted Average Exercise Price, Outstanding, Ending | ' | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (SubsequentEventMember, USD $) | 1 Months Ended | 12 Months Ended |
31-May-14 | Dec. 31, 2014 | |
SubsequentEventMember | ' | ' |
Number of shares retired during period | 100,000 | ' |
Shares issued during period for cash exchange, shares | ' | 429,428 |
Shares issued during period for cash exchange, value | ' | $140,303 |