Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | PETRONE WORLDWIDE, INC. | |
Entity Central Index Key | 1,096,132 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
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 Common Stock, Shares Outstanding | 16,004,303 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 3,245 | $ 77,803 |
Accounts Receivable | 62,941 | |
Total Current Assets | 66,186 | $ 77,803 |
Deposit | 116,884 | 70,000 |
Total Assets | 183,070 | 147,803 |
Current Liabilities | ||
Accounts payable and accrued expenses | 44,948 | 15,000 |
Convertible Notes Payable | 30,000 | 30,000 |
Total current liabilities | 74,948 | 45,000 |
Total liabilities | $ 74,948 | $ 45,000 |
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, par value $0.001 10,000,000 shares authorized, none issued or outstanding | ||
Common stock; 100,000,000 shares authorized at $0.001 par 16,004,303 and 15,274,303 shares issued and outstanding, respectively | $ 16,004 | $ 15,274 |
Stock for services not yet earned | $ (271,404) | (47,504) |
Stock subscription receivable | 5,485 | |
Additional paid-in capital | $ 1,850,905 | 1,480,135 |
Retained Deficit | (1,487,383) | (1,339,617) |
Total Stockholders' Deficit | 108,122 | 102,803 |
Total Liabilities and Stockholders' Deficit | $ 183,070 | $ 147,803 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,004,303 | 15,274,303 |
Common stock, shares outstanding | 16,004,303 | 15,274,303 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues-Consulting | $ 15,523 | $ 0 | $ 88,305 | |
Revenues-Product | $ 95,227 | 1,437,117 | ||
Total Revenue | 95,227 | $ 15,523 | 1,437,117 | $ 88,305 |
Cost of Goods Sold | 39,235 | 1,224,575 | ||
Gross Margin | 55,992 | $ 15,523 | 212,542 | $ 88,305 |
Operating Expenses: | ||||
Selling General and Administrative | 142,597 | 844,530 | 360,308 | 1,055,139 |
Total Operating Expenses | 142,597 | 844,530 | 360,308 | 1,055,139 |
Operating Loss | (86,605) | (829,007) | (147,766) | (966,834) |
Net Loss Before Income Taxes | $ (86,605) | $ (829,007) | $ (147,766) | $ (966,834) |
Income Tax | ||||
Net Loss | $ (86,605) | $ (829,007) | $ (147,766) | $ (966,834) |
Loss per Share, Basic & Diluted | $ (0.01) | $ (0.08) | $ 0.01 | $ (0.22) |
Weighted Average Shares Outstanding | 15,966,260 | 10,228,056 | 15,628,191 | 4,378,260 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid in Capital | Stock Issued For Services not Yet Earned [Member] | Stock Subscription Receivable | Accumulated Deficit | Total | |||
Balance shares - audited at Dec. 31, 2013 | [1] | 95,607 | |||||||
Balance value - audited at Dec. 31, 2013 | $ 96 | [1] | $ (19,996) | [1] | $ (2,088) | $ (21,988) | |||
Shares issued for services on 2/3/2014, shares | [1] | 100,000 | |||||||
Shares issued for services on 2/3/2014, value | $ 100 | [1] | 49,900 | [1] | $ 50,000 | ||||
Shares issued for merger 3/3/2014, shares | 1,760,542 | ||||||||
Shares issued for merger 3/3/2014, value | $ 1,760 | (1,760) | |||||||
Shares issued for cash 8/1/2014, shares | [1] | 220,000 | |||||||
Shares issued for cash 8/1/2014, value | $ 220 | [1] | 99,780 | [1] | $ 100,000 | ||||
Shares issued for Services on 8/1/2014, shares | 2,255,664 | ||||||||
Shares issued for Services on 8/1/2014, value | $ 2,255 | $ 1,022,945 | 1,025,200 | ||||||
Shares issued to Founder on 8/1/2014, shares | 10,000,000 | ||||||||
Shares issued to Founder on 8/1/2014, value | $ 10,000 | [1] | 10,000 | ||||||
Share issued for Services on 11/18/2014, shares | 31,108 | ||||||||
Share issued for Services on 11/18/2014, value | $ 31 | $ 12,413 | 1,037 | ||||||
Shares issued on 11/18/2014 for cash, shares | 19,998 | ||||||||
Shares issued on 11/18/2014 for cash, value | $ 20 | 4,980 | $ (11,407) | $ (485) | 4,515 | ||||
Shares issued on 12/8/2014 for cash, shares | 425,000 | ||||||||
Shares issued on 12/8/2014 for cash, value | $ 425 | 169,575 | $ 170,000 | ||||||
Shares issued 12/8/2014 For cash to be received, shares | 22,220 | ||||||||
Shares issued 12/8/2014 For cash to be received, value | $ 22 | 4,978 | $ (5,000) | ||||||
Shares issued 12/11/2014 for cash, shares | 250,000 | ||||||||
Shares issued 12/11/2014 for cash, value | $ 250 | 99,750 | $ 100,000 | ||||||
Stock issued 12/11/2014 for services, shares | 94,164 | ||||||||
Stock issued 12/11/2014 for services, value | $ 95 | $ 37,570 | $ (36,097) | 1,568 | |||||
Net Loss for the year | $ (1,337,529) | $ (1,337,529) | |||||||
Balance shares - audited at Dec. 31, 2014 | 15,274,303 | 15,274,303 | |||||||
Balance value - audited at Dec. 31, 2014 | $ 15,274 | $ 1,480,135 | $ (47,504) | $ (5,485) | $ (1,339,617) | $ 102,803 | |||
Cash Received January 2015, value | 5,000 | 5,000 | |||||||
Services earned in the quarter 3/31/15, value | $ 11,876 | $ 485 | 12,361 | ||||||
Services earned in the quarter 6/30/15, value | 13,897 | 13,897 | |||||||
Shares issued for services 4/11/15, shares | 80,000 | ||||||||
Shares issued for services 4/11/15, value | $ 80 | $ 79,920 | (62,386) | 17,614 | |||||
Shares issued for services on 4/23/15, shares | 400,000 | ||||||||
Shares issued for services on 4/23/15, value | $ 400 | 43,600 | (35,802) | 8,198 | |||||
Shares issued for services on 7/15/15, shares | 250,000 | ||||||||
Shares issued for services on 7/15/15, value | $ 250 | $ 247,250 | (195,288) | 52,212 | |||||
Shares earning in the quarter 9/30/15, value | $ 43,803 | 43,803 | |||||||
Net Loss for the year | $ (147,766) | $ (147,766) | |||||||
Balance shares - audited at Sep. 30, 2015 | 16,004,303 | 16,004,303 | |||||||
Balance value - audited at Sep. 30, 2015 | $ 16,004 | $ 1,850,905 | $ (271,404) | $ (1,487,383) | $ 108,122 | ||||
[1] | As retrospectively restated for the 500:1 reverse split completed effective February 26, 2014 |
Condensed Statements Of Change6
Condensed Statements Of Changes In Stockholders' Deficit (Parenthetical) - USD ($) | Aug. 01, 2014 | Feb. 03, 2014 |
Common Stock [Member] | ||
Shares issued for services | 2,255,664 | |
Shares issued for cash | 220,000 | |
Common Stock [Member] | Sole Officer And Director | ||
Shares issued to Founder | 10,000,000 | |
Common Stock [Member] | Former Officer | ||
Shares issued for services | 100,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements Of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (147,766) | $ (966,834) |
Adjustments to reconcile net loss from operations: | ||
Shares issued for services and not yet earned | 148,085 | 828,900 |
Change in Operating Assets and Liabilities: | ||
(Increase) in accounts receivable | 62,941 | 5,000 |
(Increase) Decrease in Deposits | (46,884) | $ (5,000) |
Increase (decrease) in accounts payable | $ 29,948 | |
Increase (decrease) in debt | ||
Net cash used in Operating Activities | $ (79,558) | $ (147,934) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchase of Assets | ||
Net Cash used in Investing Activities | ||
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from note | $ 10,000 | |
Repayment of loans | ||
Proceeds from issuance of common stock and subscriptions | $ 5,000 | $ 370,000 |
Net Cash provided by Financing Activities | 5,000 | 380,000 |
Net Increase (Decrease) in Cash | (74,558) | 232,066 |
Cash at Beginning of Period | 77,803 | 8,012 |
Cash at End of Period | $ 3,245 | $ 240,078 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for franchise and income taxes |
Organization And Description Of
Organization And Description Of Business | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Petrone Worldwide, Inc. (the “Company”) was incorporated as Sheridan Industries, Inc. on December 14, 1998 in the state of Nevada. On December 31, 1998 the Company changed its name to Diabetex International Corp. On February 26, 2014 the Company effectuated a name change to Petrone Worldwide, Inc .along with a 1 to 500 reverse stock split. On March 3, 2014 completed an acquisition of a private entity for the issuance of 1,760,542 shares of common stock which was treated for accounting purposes as a reverse merger with the legally acquired entity being accounted for as the acquiring entity for accounting and financial reporting purposes. Hence, the accounting information that is presented in these financial statements is that of the legally acquired entity which is the surviving entity. We will be conducting our business and recognizing our sales from operations and transactions in Europe, and Asia which will be predominately sales of tableware, decorative hotel guest room amenities, lavatory and bathroom fixtures and furniture, food and beverage service items and trendy accessories. This business differs from the prior year history whereby we were predominately a consulting business in the food and beverage sector. We plan to expand our operations to Central and South America, Mexico and the Caribbean. During fiscal 2014, we functioned as a consulting entity deriving fees from mainly two manufacturers, Front of the House, Inc. and Room 360, Inc. The consulting revenue was based upon introductions of new clients to the manufacturer who presently services these customers. We did not have sufficient capital at the time to become a buyer and seller of the product directly. As of the date of this report, we have now transitioned into a functional exclusive importer and distributor for tableware products, decorative hotel guest amenities, lavatory and bathroom fixtures and furniture, food and beverage service items, and trendy accessories. Our founder Victor Petrone, has spent over 20 years building a significant global network of institutional buyers (hotels, resorts and restaurants) for premium, chic, environmentally-conscious products and services. The brand portfolio are vendor approved items for key foreign accounts: group hotels-such as Marriot Hotel brands, The Four Seasons Hotel and Resorts, Hilton Worldwide, Hyatt Hotels and Resorts, Fairmont Hotels and Resorts-as well as many smaller hotel chains and upscale restaurants. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited interim condensed financial statements do not include all information and footnote disclosure required fort an annual set of financial statements prepared under Untied States generally accepted accounting principles. In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of June 30, 2015 and for the interim periods presented herein have been reflected in these unaudited interim condensed financial statements and the notes thereto. Interim results included herein are not necessarily indicative of the results to be expected for the fiscal year as a whole. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the fiscal year ended December 31, 2014, included in its Annual Report on Form 10k filed April 10, 2015. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. Stock-Based Compensation - Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: ● Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. Customer and Purchase Concentration During the three and nine month periods ended September 30, 2015 and 2014, the following customers represented more than 10% of the Company’s sales: Three Months Ended September 3 S eptember 30, 2014 $ % $ % Total Consulting Revenue 15,523 100 Total Product Revenue 95,227 100 Customer AA 22,159 23.3 Customer A Customer B Customer C Customer D 43,881 46.1 Customer E Customer F 15,523 100 Concentration total 66,040 69.4 Nine Months Ended September 30, 2015 September 30, 2014 $ % $ % Total Consulting Revenue 88,305 100 Total Product Revenue 1,437,117 100 Customer A 185,450 12.9 Customer B 311,251 21.7 Customer C 309,426 21.5 Customer D 200,535 14.0 Customer E 193,350 13.4 Customer F 88,305 100 Concentration total 1,200,012 83.5 As at September 30, 2015 and December 31, 2014, the following customers represented more than 10% of the Company’s total balance of accounts receivable: As at SEPTEMBER 30, 2015 As at December 31 , 2014 $ % $ % Total Accounts Receivable 62,941 100 Customer AA 6,962 11.1 Customer B Customer C Customer D 43,881 69.7 Customer E Customer F Customer G 9,333 14.8 Concentration total 60,176 95.6 Approximately 99% of the Company’s purchases are made to one supplier. |
Deposits
Deposits | 9 Months Ended |
Sep. 30, 2015 | |
Deposits | |
Deposits | NOTE 3 - DEPOSITS September 30, December 31, 2014 Product $ 111,884 65,000 Warehouse Space 5,000 5,000 116,884 70,000 As of September 30, 2015 the company had $5,000 deposit for a third party warehouse which is a service company providing space for product to be held in the future as well as $111,884 as a deposit for inventory valued at cost to be received consisting of ktichenware to be sold to their customers |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 4 - GOING CONCERN Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has had continued losses. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions | |
Related Party Transactions | NOTE 5 - RELATED PARTY TRANSACTIONS The company had no related party transactions. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 - STOCKHOLDERS’ EQUITY Common Stock Issued In the first quarter 2015 the company expensed $485 to be received in cash as for services and expensed $11,876 in respect of shares issued in prior periods for services performed in the first quarter of 2015. In the second quarter of 2015 the Company expensed $13,897 in respect of shares issued in prior periods for services performed in the second quarter of 2015 and issued 480,000 shares, valued at market, for services to be earned over the next year. The unearned portion of services has been reflected in the equity section as services yet to be earned. In the third quarter of 2015 the Company expensed $43,803 in respect of shares issued in prior periods for services performed in the third quarter of 2015 and issued 250,000 shares, valued at market for services to be earned over the next year. The unearned portion of services has been reflected in the equity section as services yet to be earned. |
Commitment And Contingencies
Commitment And Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | NOTE 7 - COMMITMENT AND CONTINGENCIES In March of 2015, the Company entered into a year rental agreement for office space. The base rent indicates a monthly charge of $3,400. In May of 2015 the Company entered into an 18 month lease in Florida for office space at $1,269 per month. Future minimum rental costs are as follows 2015 $ 14,007 2016 $ 22,890 On May 18, 2015, our Board of Directors authorized the execution of that certain letter of intent dated May 18, 2015 (the "Letter of Intent") with Transpower Components (India) Pvt. Ltd., a company located in New Delhi, India ("Transpower Components"). Transpower Distributors is engaged in the business of manufacturing aluminum foil containers. In accordance with the terms and provisions of the Letter of Intent: (i) Transpower Distributors would sell substantially all of its assets, tangible and intangible, that are used in or necessary for the conduct of its aluminum foil container manufacturing business, including all related intellectual property, the fixed assets, customer lists and the goodwill associated therewith (the "Assets"); (ii) we would pay an aggregate purchase price of $1,600,000 (the "Purchase Price") for acquisition of the Assets, provided that the working capital (current assets less current liabilities) of Transpower Distributors equals or exceeds $-0- as shown on a closing date balance sheet; (iii) the Purchase Price shall be paid as $1,000,000 cash down while the remaining balance of $600,000 would apply towards a leverage buyout; (iv) the parties will engage in due diligence and upon successful completion enter into a definitive agreement; and (v) substantially all of the employees of Transpower Distributors would continue their respective employment with Transpower Distributors. The further terms and provisions of the Letter of Intent provide that the parties will use all reasonable efforts to complete and execute a definitive agreement prior to May 30, 2015. As of the date of this Quarterly Report, we remain involved in our due diligence and have extended the closing date to December 31, 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Our management has determined that other than as disclosed above, there were no reportable subsequent events to be disclosed. |
Summary Of Significant Accoun16
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. |
Stock-Based Compensation - Non Employees | Stock-Based Compensation - Non Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: ● Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. |
Customer and Purchase Concentration | Customer and Purchase Concentration During the three and nine month periods ended September 30, 2015 and 2014, the following customers represented more than 10% of the Company’s sales: Three Months Ended September 3 S eptember 30, 2014 $ % $ % Total Consulting Revenue 15,523 100 Total Product Revenue 95,227 100 Customer AA 22,159 23.3 Customer A Customer B Customer C Customer D 43,881 46.1 Customer E Customer F 15,523 100 Concentration total 66,040 69.4 Nine Months Ended September 30, 2015 September 30, 2014 $ % $ % Total Consulting Revenue 88,305 100 Total Product Revenue 1,437,117 100 Customer A 185,450 12.9 Customer B 311,251 21.7 Customer C 309,426 21.5 Customer D 200,535 14.0 Customer E 193,350 13.4 Customer F 88,305 100 Concentration total 1,200,012 83.5 As at September 30, 2015 and December 31, 2014, the following customers represented more than 10% of the Company’s total balance of accounts receivable: As at SEPTEMBER 30, 2015 As at December 31 , 2014 $ % $ % Total Accounts Receivable 62,941 100 Customer AA 6,962 11.1 Customer B Customer C Customer D 43,881 69.7 Customer E Customer F Customer G 9,333 14.8 Concentration total 60,176 95.6 Approximately 99% of the Company’s purchases are made to one supplier. |
Summary Of Significant Accoun17
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Schedule of Customer and Purchase Concentration | During the three and nine month periods ended September 30, 2015 and 2014, the following customers represented more than 10% of the Company’s sales: Three Months Ended September 3 S eptember 30, 2014 $ % $ % Total Consulting Revenue 15,523 100 Total Product Revenue 95,227 100 Customer AA 22,159 23.3 Customer A Customer B Customer C Customer D 43,881 46.1 Customer E Customer F 15,523 100 Concentration total 66,040 69.4 Nine Months Ended September 30, 2015 September 30, 2014 $ % $ % Total Consulting Revenue 88,305 100 Total Product Revenue 1,437,117 100 Customer A 185,450 12.9 Customer B 311,251 21.7 Customer C 309,426 21.5 Customer D 200,535 14.0 Customer E 193,350 13.4 Customer F 88,305 100 Concentration total 1,200,012 83.5 |
Schedule of Accounts Receivable | As at September 30, 2015 and December 31, 2014, the following customers represented more than 10% of the Company’s total balance of accounts receivable: As at SEPTEMBER 30, 2015 As at December 31 , 2014 $ % $ % Total Accounts Receivable 62,941 100 Customer AA 6,962 11.1 Customer B Customer C Customer D 43,881 69.7 Customer E Customer F Customer G 9,333 14.8 Concentration total 60,176 95.6 |
Deposits (Tables)
Deposits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deposits Tables | |
Schedule of Deposits | September 30, 2015 December 31, 2014 Product 111,884 65,000 Warehouse Space 5,000 5,000 116,884 70,000 |
Commitment And Contingencies (T
Commitment And Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitment And Contingencies Tables | |
Schedule of Future Minimum Rental Costs | Future minimum rental costs are as follows 2015 $ 14,007 2016 $ 22,890 |
Summary Of Significant Accoun20
Summary Of Significant Accounting Policies (Schedule Of Customer And Purchase Concentration) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Concentration Risk [Line Items] | ||||
Total Consulting Revenue | $ 15,523 | $ 0 | $ 88,305 | |
Total Product Revenue | $ 95,227 | $ 1,437,117 | ||
Customer Concentration [Member] | Total Consulting Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
Total Consulting Revenue | $ 15,523 | $ 88,305 | ||
Total Product Revenue | ||||
Concentration Risk Percentage | 100.00% | 100.00% | ||
Customer Concentration [Member] | Total Product Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
Total Consulting Revenue | ||||
Total Product Revenue | $ 95,227 | $ 1,437,117 | ||
Concentration Risk Percentage | 100.00% | 100.00% | ||
Customer Concentration [Member] | Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 66,040 | $ 15,523 | $ 1,200,012 | $ 88,305 |
Concentration Risk Percentage | 69.40% | 100.00% | 83.50% | 100.00% |
Customer Concentration [Member] | Revenue [Member] | Customer AA [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 22,159 | |||
Concentration Risk Percentage | 23.30% | |||
Customer Concentration [Member] | Revenue [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 185,450 | |||
Concentration Risk Percentage | 12.90% | |||
Customer Concentration [Member] | Revenue [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 311,251 | |||
Concentration Risk Percentage | 21.70% | |||
Customer Concentration [Member] | Revenue [Member] | Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 309,426 | |||
Concentration Risk Percentage | 21.50% | |||
Customer Concentration [Member] | Revenue [Member] | Customer D [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 43,881 | $ 200,535 | ||
Concentration Risk Percentage | 46.10% | 14.00% | ||
Customer Concentration [Member] | Revenue [Member] | Customer E [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 193,350 | |||
Concentration Risk Percentage | 13.40% | |||
Customer Concentration [Member] | Revenue [Member] | Customer F [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue by customer | $ 15,523 | $ 88,305 | ||
Concentration Risk Percentage | 100.00% | 100.00% |
Summary Of Significant Accoun21
Summary Of Significant Accounting Policies (Schedule Of Accounts Receivable) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | ||
Total Accounts Receivable | $ 62,941 | |
Total Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | $ 62,941 | |
Concentration Risk Percentage | 100.00% | |
Customer Concentration [Member] | Total Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | $ 60,176 | |
Concentration Risk Percentage | 95.60% | |
Customer Concentration [Member] | Total Accounts Receivable [Member] | Customer AA [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | $ 6,962 | |
Concentration Risk Percentage | 11.10% | |
Customer Concentration [Member] | Total Accounts Receivable [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | ||
Concentration Risk Percentage | ||
Customer Concentration [Member] | Total Accounts Receivable [Member] | Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | ||
Concentration Risk Percentage | ||
Customer Concentration [Member] | Total Accounts Receivable [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | $ 43,881 | |
Concentration Risk Percentage | 69.70% | |
Customer Concentration [Member] | Total Accounts Receivable [Member] | Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | ||
Concentration Risk Percentage | ||
Customer Concentration [Member] | Total Accounts Receivable [Member] | Customer F [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | ||
Concentration Risk Percentage | ||
Customer Concentration [Member] | Total Accounts Receivable [Member] | Customer G [Member] | ||
Concentration Risk [Line Items] | ||
Total Accounts Receivable | $ 9,333 | |
Concentration Risk Percentage | 14.80% |
Deposits (Details)
Deposits (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Deposits | $ 116,884 | $ 70,000 |
Warehouse Space [Member] | ||
Deposits | 5,000 | 5,000 |
Product [Member] | ||
Deposits | $ 111,884 | $ 65,000 |
Commitment And Contingencies (D
Commitment And Contingencies (Details) | Sep. 30, 2015USD ($) |
Commitment And Contingencies Details | |
2,015 | $ 14,007 |
2,016 | $ 22,890 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information (Narrative) (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Mar. 31, 2015 | |
Remaining amount paid by supplier to company officer | $ 19,953 | |
Supplier payment adjusted against the customer payment | $ 17,783 | |
Sales [Member] | ||
Sales proceeds paid by customer to company supplier | 311,251 | 703,310 |
Cost of Sales [Member] | ||
Purchase value adjusted by the supplier | $ 293,468 | $ 683,357 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | Jul. 15, 2015 | Apr. 23, 2015 | Apr. 11, 2015 | Dec. 11, 2014 | Dec. 08, 2014 | Nov. 18, 2014 | Aug. 01, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Stock issued for services, value | $ 50,000 | |||||||||||||
Stock subscription receivable | $ 5,485 | |||||||||||||
Services earned for the stock issued, value | $ 148,085 | $ 828,900 | ||||||||||||
Stock Subscription Receivable | ||||||||||||||
Stock issued for services, value | ||||||||||||||
Services earned for the stock issued, value | $ 485 | |||||||||||||
Stock for Services not Yet Earned | ||||||||||||||
Services earned for the stock issued, value | $ 43,803 | $ 13,897 | $ 11,876 | |||||||||||
Common Stock [Member] | ||||||||||||||
Stock issued for services, shares | 250,000 | 400,000 | 80,000 | 94,164 | 31,108 | 2,255,664 | 480,000 | 100,000 | [1] | |||||
Stock issued for services, value | $ 250,000 | $ 100 | [1] | |||||||||||
Shares issued for cash to be received, shares | 22,220 | 22,220 | ||||||||||||
[1] | As retrospectively restated for the 500:1 reverse split completed effective February 26, 2014 |
Commitment And Contingencies (N
Commitment And Contingencies (Narrative) (Details) - USD ($) | May. 18, 2015 | May. 31, 2015 | Mar. 31, 2015 |
Lease Agreement For Office Space In London, England [Member] | |||
Other Commitments [Line Items] | |||
Monthly base rent | $ 3,400 | ||
Lease Agreement For Office Space In Florida [Member] | |||
Other Commitments [Line Items] | |||
Monthly base rent | $ 1,269 | ||
Operating leases agreement | 18 months | ||
Letter Of Intent With Transpower Components [Member] | |||
Other Commitments [Line Items] | |||
Terms and Provisions of the Letter of intent | In accordance with the terms and provisions of the Letter of Intent: (i) Transpower Distributors would sell substantially all of its assets, tangible and intangible, that are used in or necessary for the conduct of its aluminum foil container manufacturing business, including all related intellectual property, the fixed assets, customer lists and the goodwill associated therewith (the "Assets"); (ii) we would pay an aggregate purchase price of $1,600,000 (the "Purchase Price") for acquisition of the Assets, provided that the working capital (current assets less current liabilities) of Transpower Distributors equals or exceeds $-0- as shown on a closing date balance sheet; (iii) the Purchase Price shall be paid as $1,000,000 cash down while the remaining balance of $600,000 would apply towards a leverage buyout; (iv) the parties will engage in due diligence and upon successful completion enter into a definitive agreement; and (v) substantially all of the employees of Transpower Distributors would continue their respective employment with Transpower Distributors. The further terms and provisions of the Letter of Intent provide that the parties will use all reasonable efforts to complete and execute a definitive agreement prior to May 30, 2015. |