Document_and_Entity_Informatio
Document and Entity Information | 15 Months Ended |
Mar. 31, 2014 | |
Document And Entity Information | ' |
Entity Registrant Name | 'PINECREST INVESTMENT GROUP INC |
Entity Central Index Key | '0001096950 |
Document Type | 'S-1 |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--12-31 |
Is Entity a Well-known Seasoned Issuer? | 'No |
Is Entity a Voluntary Filer? | 'No |
Is Entity's Reporting Status Current? | 'No |
Entity Filer Category | 'Smaller Reporting Company |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 |
CURRENT ASSETS: | ' |
Cash | $1,759 |
Inventories | 37,660 |
Advance to supplier | 2,152 |
TOTAL CURRENT ASSETS | 41,571 |
Office equipment, net of accumulated depreciation of $945 | 3,248 |
TOTAL ASSETS | 44,819 |
CURRENT LIABILITIES: | ' |
Accrued expenses | 7,000 |
TOTAL CURRENT LIABILITIES | 7,000 |
STOCKHOLDERS EQUITY | ' |
Members Capital Contribution | 141,986 |
Accumulated Deficit | -104,167 |
TOTAL STOCKHOLDERS' DEFICIENCY | 37,819 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $44,819 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' |
Accumulated Depreciation | $945 |
Balance_Sheets_Unaudited_Quart
Balance Sheets (Unaudited) - Quarterly (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 28, 2013 |
CURRENT ASSETS: | ' | ' | ' |
Cash | ' | $1,759 | ' |
Inventories | ' | 37,660 | ' |
Advance to supplier | ' | 2,152 | ' |
TOTAL CURRENT ASSETS | ' | 41,571 | ' |
Office equipment, net of accumulated depreciation of $1,033 and $945 | ' | 3,248 | ' |
TOTAL ASSETS | ' | 44,819 | ' |
CURRENT LIABILITIES: | ' | ' | ' |
Accrued expenses | ' | 7,000 | ' |
TOTAL CURRENT LIABILITIES | ' | 7,000 | ' |
STOCKHOLDERS' DEFICIENCY | ' | ' | ' |
Accumulated Deficit | ' | -104,167 | ' |
TOTAL STOCKHOLDERS' DEFICIENCY | ' | 37,819 | ' |
TOTAL LIABILITIES AND MEMBERS' EQUITY | ' | 44,819 | ' |
Quarterly Member | ' | ' | ' |
CURRENT ASSETS: | ' | ' | ' |
Cash | 8,579 | 6,962 | ' |
Inventories | 40,760 | 37,660 | ' |
Advance to supplier | 931 | 2,152 | ' |
TOTAL CURRENT ASSETS | 45,067 | 41,571 | ' |
Office equipment, net of accumulated depreciation of $1,033 and $945 | 3,059 | 3,248 | ' |
TOTAL ASSETS | 48,126 | 44,819 | ' |
CURRENT LIABILITIES: | ' | ' | ' |
Accrued expenses | 9,500 | 7,000 | ' |
Note payable - related party | 360,000 | ' | ' |
TOTAL CURRENT LIABILITIES | 369,500 | 7,000 | ' |
STOCKHOLDERS' DEFICIENCY | ' | ' | ' |
Common Stock, .000001 par value, 6,000,000,000 shares authorized 4,546,014,334 and 3,846,000,000 shares issued and outstanding March 31, 2014 and December 31, 2013, respectively | 4,546 | 3,846 | ' |
Additional Paid in Capital | ' | 138,140 | ' |
Accumulated Deficit | -325,920 | -104,167 | ' |
TOTAL STOCKHOLDERS' DEFICIENCY | -321,374 | 37,819 | 0 |
TOTAL LIABILITIES AND MEMBERS' EQUITY | $48,126 | $44,819 | ' |
Balance_Sheets_Parenthetical_Q
Balance Sheets (Parenthetical) - Quarterly (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accumulated Depreciation | ' | $945 |
Quarterly Member | ' | ' |
Accumulated Depreciation | $1,033 | $945 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 6,000,000,000 | 6,000,000,000 |
Common Stock, Shares Issued | 4,546,014,334 | 3,846,000,000 |
Common Stock, Shares Outstanding | 4,546,014,334 | 3,846,000,000 |
Statements_of_Operations
Statements of Operations (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Income Statement [Abstract] | ' |
Sales | $254,992 |
Cost of Sales | 88,631 |
Gross Profit | 166,361 |
COSTS AND EXPENSES: | ' |
General and administrative | 219,052 |
Advertising and marketing | 51,476 |
Total Cost and expenses | 270,528 |
NET LOSS | ($104,167) |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) - Quarterly (USD $) | 2 Months Ended | 3 Months Ended |
Mar. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ' | ' |
Sales | $38,616 | $73,919 |
Cost of Sales | 15,511 | 20,344 |
Gross Profit | 23,105 | 53,575 |
COSTS AND EXPENSES: | ' | ' |
General and administrative | 26,850 | 43,570 |
Advertising and marketing | 1,325 | 9,198 |
Total Cost and expenses | 28,175 | 52,768 |
NET LOSS | ($5,070) | $807 |
Loss per common share | $0 | $0 |
Weighted average common shares outstanding | 3,846,000,000 | 4,058,363,899 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ' |
Net loss | ($104,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' |
Depreciation expense | 945 |
Changes in operating assets and liabilities | ' |
Inventories | -37,660 |
Advance to supplier | -2,152 |
Accrued expenses | 7,000 |
NET CASH USED IN OPERATING ACTIVITIES | -136,034 |
INVESTING ACTIVITIES: | ' |
Acqusition of office equipment | -4,193 |
NET CASH USED IN INVESTING ACTIVITIES | -4,193 |
FINANCING ACTIVITIES: | ' |
Member capital contributions | 141,986 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 141,986 |
INCREASE IN CASH | 1,759 |
CASH - BEGINNING OF PERIOD | ' |
CASH - END OF PERIOD | $1,759 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) - Quarterly (USD $) | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ' | ' | ($104,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | ' | ' | 945 |
Changes in operating assets and liabilities | ' | ' | ' |
Inventories | ' | ' | -37,660 |
Advance to supplier | ' | ' | -2,152 |
Accrued expenses | ' | ' | 7,000 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ' | ' | -136,034 |
FINANCING ACTIVITIES: | ' | ' | ' |
NET CASH PROVIDED BY FINANCING ACTIVITIES | ' | ' | 141,986 |
INCREASE IN CASH | ' | ' | 1,759 |
CASH - BEGINNING OF PERIOD | ' | ' | ' |
CASH - END OF PERIOD | ' | ' | 1,759 |
Quarterly Member | ' | ' | ' |
OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | -5,070 | 807 | -104,167 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | ' | 188 | ' |
Changes in operating assets and liabilities | ' | ' | ' |
Inventories | -3,665 | -3,099 | ' |
Advance to supplier | ' | 1,221 | ' |
Accrued expenses | 9,197 | 2,500 | ' |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 462 | 1,617 | ' |
FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from issuance of private placement | ' | 40,000 | ' |
Repayment of related party loan | ' | -40,000 | ' |
Capital contributions | 6,500 | ' | 141,986 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,500 | ' | ' |
INCREASE IN CASH | 6,962 | 1,617 | ' |
CASH - BEGINNING OF PERIOD | ' | 6,962 | ' |
CASH - END OF PERIOD | 6,962 | 8,579 | 6,962 |
Non-cash financing activities | ' | ' | ' |
Note issued to prior shareholder in connection with reverse merger | ' | $400,000 | ' |
Shareholders_Equity
Shareholders Equity (USD $) | Total |
Beginning Balance, Value at Jan. 28, 2013 | ' |
Members' capital contributions | 141,986 |
Net Loss | -104,167 |
Ending Balance, Value at Dec. 31, 2013 | $37,819 |
Shareholders_Equity_Quarterly
Shareholders Equity - Quarterly (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance, Value (Quarterly Member) | $0 | $0 | $0 |
Beginning Balance, Shares (Quarterly Member) | 0 | ' | ' |
Stock issued to founders, Shares (Quarterly Member) | 3,846,000,000 | ' | ' |
Stock issued to founders, Value (Quarterly Member) | 3,846 | -3,846 | 0 |
Capital Contribution (Quarterly Member) | ' | 141,986 | ' |
Net Loss (Quarterly Member) | ' | ' | -104,167 |
Ending Balance, Value (Quarterly Member) | 3,846 | 138,140 | -104,167 |
Ending Balance, Shares (Quarterly Member) | 3,846,000,000 | ' | ' |
Effect of Reverse Merger, Shares (Quarterly Member) | 14,334 | ' | ' |
Effect of Reverse Merger, Value (Quarterly Member) | 0 | -177,440 | -222,560 |
Issuance of stock in private placement, Shares (Quarterly Member) | 700,000,000 | ' | ' |
Issuance of stock in private placement, Value (Quarterly Member) | 700 | 39,300 | ' |
Net Loss (Quarterly Member) | ' | ' | 807 |
Ending Balance, Value (Quarterly Member) | $4,546 | $0 | ($325,920) |
Ending Balance, Shares (Quarterly Member) | 4,546,014,334 | ' | ' |
1_Business
1. Business | 11 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
1. Business | ' |
NOTE 1 – Business | |
D&C Distributors, LLC (“the Company”) was formed under the laws of the State of California on January 29, 2013. The Company is a wholesaler of proprietary polypropylene containers used for controlled dispensing and storage of pharmaceuticals and medicine. |
1_Business_Quarterly
1. Business - Quarterly | 11 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
1. Business | ' | ' |
NOTE 1 – Business | NOTE 1 – Business | |
D&C Distributors, LLC (“the Company”) was formed under the laws of the State of California on January 29, 2013. The Company is a wholesaler of proprietary polypropylene containers used for controlled dispensing and storage of pharmaceuticals and medicine. | On March 4, 2014 Acology, Inc. (“Acology”) completed an agreement and plan of merger with D&C Distributors, LLC (“D&C”), collectively (the “Company”). In connection with the merger the shareholders of the D&C received 3,846,000,000 shares of Acology in exchange for their shares of D&C. The merger was accounted for as a recapitalization of Acology, whereby D&C is the accounting acquirer and surviving reporting company. In connection with the merger, the president and sole director of the Company exchanged 35,000,000 shares of common stock of the Acology owned by him and $151,269 of indebtedness to him for a convertible promissory note in the amount of $400,000 and the proceeds from a private placement. | |
D&C was formed under the laws of the State of California on January 29, 2013. The Company is a wholesaler of proprietary polypropylene containers used for controlled dispensing and storage of pharmaceuticals and medicine. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
2. Summary of Significant Accounting Policies | ' |
NOTE 2 - Summary of Significant Accounting Policies | |
Use of Estimates | |
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | |
Cash | |
The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | |
Revenue Recognition | |
The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”.. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. | |
Inventories | |
Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. | |
If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. | |
Fair Value Measurements | |
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | |
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |
Level 1 — quoted prices in active markets for identical assets or liabilities | |
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | |
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |
The Company does not have any assets or liabilities measured at fair value on a recurring basis. | |
Office Equipment | |
Office equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. | |
Advertising | |
Advertising and marketing expenses are charged to operations as incurred. | |
Income Taxes | |
No provision for income taxes is made since the Company is treated as a partnership and the income or loss is passed through to its members. | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies - Quarterly | 11 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
2. Summary of Significant Accounting Policies | ' | ' |
NOTE 2 - Summary of Significant Accounting Policies | NOTE 2 - Summary of Significant Accounting Policies | |
Use of Estimates | Principals of Consolidation | |
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | The Consolidated financial statements represent the historical financial statement of D&C, which was considered the accounting acquirer in the recapitalization of Acology. | |
Cash | Acology is an inactive company and there have been no intercompany transactions or balances in any of the periods presented. | |
The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | Use of Estimates | |
Revenue Recognition | The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | |
The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”.. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. | Cash | |
Inventories | The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | |
Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. | Revenue Recognition | |
If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. | The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”.. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. | |
Fair Value Measurements | Inventories | |
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. | |
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. | |
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | Fair Value Measurements | |
Level 1 — quoted prices in active markets for identical assets or liabilities | The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | ||
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | |
The Company does not have any assets or liabilities measured at fair value on a recurring basis. | ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |
Office Equipment | Level 1 — quoted prices in active markets for identical assets or liabilities | |
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | ||
Office equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. | Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |
Advertising | The Company does not have any assets or liabilities measured at fair value on a recurring basis. | |
Advertising and marketing expenses are charged to operations as incurred. | Office Equipment | |
Income Taxes | Office equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. | |
No provision for income taxes is made since the Company is treated as a partnership and the income or loss is passed through to its members. | Advertising | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. | Advertising and marketing expenses are charged to operations as incurred. | |
Income Taxes | ||
The Company use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | ||
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. | ||
The Company has not recognized a provision for income taxes due to D&C being an LLC whereby, until the closing of the merger referred to above, is treated as a partnership and the income or loss is passed through to its members. |
3_Members_Equity
3. Members Equity | 11 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
3. Members Equity | ' |
NOTE 3 – Members’ Equity | |
During the period January 29, 2013 to December 31, 2013 the members of the Company contributed $141,986 consisting of direct contribution to the Company of $19,825 and direct payments by the members for purchases of inventory and general and administrative expenses of $123,038 | |
The Company’s member received payments from the company aggregating $137,157 which have been recorded as compensation and are included in general and administrative expenses on the accompanying statement of operations. |
3_Note_payable_Related_Party_Q
3. Note payable - Related Party - Quarterly (Quarterly Member) | 3 Months Ended |
Mar. 31, 2014 | |
Quarterly Member | ' |
3. Note payable - Related Party | ' |
NOTE 3 – Note payable – Related Party | |
In connection with the merger, the Company issued a promissory note in the amount of $400,000 to Acology’s former president and sole director. The note bears interest at 0.28% per annum and is due March 4, 2015. The note is subject to acceleration in the event of certain events of default, contains certain restrictive covenants, and is secured by a pledge of all the share of common stock of D&C. If an event of default occurs, the unpaid principal amount and interest accrued thereon will be convertible into shares of the Company’s common stock at a conversion price per share equal to 50% of the average daily closing price for three consecutive trading days ending on the trading day immediately prior to the conversion date. |
4_Related_Party
4. Related Party | 11 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
4. Related Party | ' |
NOTE 4 – Related Party | |
The Company uses office space from a family member of a member of the Company at no rent. | |
The Company made sales to a company in which two members of the Company are members of the board of directors for the amount of $19,150 during the period from January 29, 2013 to December 31, 2013. |
4_Stockholders_Deficiency_Quar
4. Stockholders Deficiency - Quarterly (Quarterly Member) | 3 Months Ended |
Mar. 31, 2014 | |
Quarterly Member | ' |
4. Stockholders Deficiency | ' |
NOTE 4 – Stockholders’ Deficiency | |
On January 9, 2014, Acology amended its Certificate of Incorporation to raise its authorized common stock to 6 billion shares with a par value of .000001 per share. | |
In connection with the merger referred to in Note 1, the shareholders of the D&C received 3,846,000,000 shares of Acology in exchange for their shares of D&C.. | |
In connection with the merger, the former president and sole director of the Acology exchanged 35,000,000 shares of common stock of Acology owned by him and indebtedness owed to him for a convertible promissory note in the amount of $400,000 and the proceeds from the private placement referred to below. | |
In connection with the Merger, the Company completed a private placement. 700,000,000 shares of common stock were issued for proceeds of $40,000. | |
During the period January 29, 2013 to December 31, 2013 the members of the Company contributed $141,986 consisting of direct contribution to the Company of $19,825 and direct payments by the members for purchases of inventory and general and administrative expenses of $123,038. These amounts have been recorded as capital contributions in the consolidated financial statements. | |
The Company’s shareholders received payments from the company aggregating $30,518 and $18,200 for the three months ended March 31, 2014 and for the period January 29 (inception) to March 31, 2013, respectively which have been recorded as compensation and are included in general and administrative expenses on the accompanying statement of operations. |
5_Concentrations
5. Concentrations | 11 Months Ended |
Dec. 31, 2013 | |
Risks and Uncertainties [Abstract] | ' |
5. Concentrations | ' |
NOTE 5 – Concentrations | |
For the period January 29, 2013 to December 31, 2013, the Company’s largest customer accounted for approximately 51% of sales. | |
For the period January 29, 2013 to December 31, 2013, the Company purchased approximately 81% of its products on one distributor. |
5_Related_Party_Quarterly
5. Related Party - Quarterly | 11 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
5. Related Party | ' | ' |
NOTE 4 – Related Party | NOTE 5 – Related Party | |
The Company uses office space from a family member of a member of the Company at no rent. | The Company uses office space from a family member of a stockholder of the Company at no rent. | |
The Company made sales to a company in which two members of the Company are members of the board of directors for the amount of $19,150 during the period from January 29, 2013 to December 31, 2013. | The Company made sales to a company in which two shareholders of the Company are members of the board of directors for the amount of $31,234 during the three months ended March 31, 2014. |
6_Subsequent_events
6. Subsequent events | 11 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
6. Subsequent events | ' |
NOTE 6 – Subsequent events | |
Management has evaluated subsequent events through May 2, 2014, the date which the financial statements were available to be issued. | |
On March 4, 2014 the Company completed a merger with Acology, Inc, a public shell company. In connection with the merger the shareholders of the Company received 3,846,000,000 shares of Acology in exchange for their shares of the Company. The merger will be accounted for as a recapitalization of Acology, whereby the Company will be the accounting acquirer and surviving reporting company. In connection with the merger, Acology completed a private placement of 700,000,000 shares of its common stock for proceeds of $40,000. Also in connection with the merger, the president and sole director of Acology exchanged 35,000,000 shares of common stock of Acology owned by him and $151,269 of indebtedness to him for a convertible promissory note in the amount of $400,000 and the proceeds from the private placement referred to above. |
6_Concentrations_Quarterly
6. Concentrations - Quarterly | 11 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
6. Concentrations | ' | ' |
NOTE 5 – Concentrations | NOTE 6 – Concentrations | |
For the period January 29, 2013 to December 31, 2013, the Company’s largest customer accounted for approximately 51% of sales. | For the three months ended March 31, 2014 and for the period January 29 (inception) to March 31, 2013, the Company’s largest customer accounted for approximately 70% and 27% of sales. In addition during the period January 29 (inception) to March 31, 2013 one other customer accounted for approximately 39% of sales. | |
For the period January 29, 2013 to December 31, 2013, the Company purchased approximately 81% of its products on one distributor. | For the three months ended March 31, 2014 and for the period January 29 (inception) to March 31, 2013, the Company purchased approximately 100% and of its products from one distributor. |
7_Subsequent_events_Quarterly
7. Subsequent events - Quarterly | 11 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
7. Subsequent events | ' | ' |
NOTE 6 – Subsequent events | NOTE 7 – Subsequent events | |
Management has evaluated subsequent events through May 2, 2014, the date which the financial statements were available to be issued. | Management has evaluated subsequent events through May 11, 2014, the date which the financial statements were available to be issued. | |
On March 4, 2014 the Company completed a merger with Acology, Inc, a public shell company. In connection with the merger the shareholders of the Company received 3,846,000,000 shares of Acology in exchange for their shares of the Company. The merger will be accounted for as a recapitalization of Acology, whereby the Company will be the accounting acquirer and surviving reporting company. In connection with the merger, Acology completed a private placement of 700,000,000 shares of its common stock for proceeds of $40,000. Also in connection with the merger, the president and sole director of Acology exchanged 35,000,000 shares of common stock of Acology owned by him and $151,269 of indebtedness to him for a convertible promissory note in the amount of $400,000 and the proceeds from the private placement referred to above. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | |
Cash | ' |
Cash | |
The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”.. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. | |
Inventories | ' |
Inventories | |
Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. | |
If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | |
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |
Level 1 — quoted prices in active markets for identical assets or liabilities | |
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | |
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |
The Company does not have any assets or liabilities measured at fair value on a recurring basis. | |
Office Equipment | ' |
Office Equipment | |
Office equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. | |
Advertising | ' |
Advertising | |
Advertising and marketing expenses are charged to operations as incurred. | |
Income Taxes | ' |
Income Taxes | |
No provision for income taxes is made since the Company is treated as a partnership and the income or loss is passed through to its members. | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Policies) - Quarterly | 11 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
Principals of Consolidation | ' | ' |
Principals of Consolidation | ||
The Consolidated financial statements represent the historical financial statement of D&C, which was considered the accounting acquirer in the recapitalization of Acology. | ||
Acology is an inactive company and there have been no intercompany transactions or balances in any of the periods presented. | ||
Use of Estimates | ' | ' |
Use of Estimates | Use of Estimates | |
The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | |
Cash | ' | ' |
Cash | Cash | |
The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. | |
Revenue Recognition | ' | ' |
Revenue Recognition | Revenue Recognition | |
The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”.. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. | The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”.. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. | |
Inventories | ' | ' |
Inventories | Inventories | |
Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. | Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. | |
If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. | If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. | |
Fair Value Measurements | ' | ' |
Fair Value Measurements | Fair Value Measurements | |
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | |
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |
Level 1 — quoted prices in active markets for identical assets or liabilities | Level 1 — quoted prices in active markets for identical assets or liabilities | |
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | |
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |
The Company does not have any assets or liabilities measured at fair value on a recurring basis. | The Company does not have any assets or liabilities measured at fair value on a recurring basis. | |
Office Equipment | ' | ' |
Office Equipment | Office Equipment | |
Office equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. | Office equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. | |
Advertising | ' | ' |
Advertising | Advertising | |
Advertising and marketing expenses are charged to operations as incurred. | Advertising and marketing expenses are charged to operations as incurred. | |
Income Taxes | ' | ' |
Income Taxes | Income Taxes | |
No provision for income taxes is made since the Company is treated as a partnership and the income or loss is passed through to its members. | The Company use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | |
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. | ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. | |
The Company has not recognized a provision for income taxes due to D&C being an LLC whereby, until the closing of the merger referred to above, is treated as a partnership and the income or loss is passed through to its members. |
1_Business_Details_Narrative_Q
1. Business (Details Narrative) - Quarterly (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Shares Issued in Merger | 3,846,000,000 |
Shares Returned to Treasury | 35,000,000 |
Debt Forgiveness | $151,269 |
Convertible Promissory Note Issued | 400,000 |
Quarterly Member | ' |
Shares Issued in Merger | 3,846,000,000 |
Shares Returned to Treasury | 35,000,000 |
Debt Forgiveness | 151,269 |
Convertible Promissory Note Issued | $400,000 |
3_Members_Equity_Details_Narra
3. Members Equity (Details Narrative) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Members' capital contributions | $141,986 |
Compensation | 137,157 |
Direct Payment [Member] | ' |
Members' capital contributions | 19,825 |
Inventories [Member] | ' |
Members' capital contributions | $123,038 |
3_Note_payable_Related_Party_D
3. Note payable - Related Party (Details Narrative) - Quarterly (Quarterly Member, USD $) | Mar. 31, 2014 |
Quarterly Member | ' |
Promissory Note, Value | $400,000 |
Interest, Per Annum | 0.28% |
4_Related_Party_Details_Narrat
4. Related Party (Details Narrative) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Sales to Related Party | $19,150 |
4_Stockholders_Deficiency_Deta
4. Stockholders Deficiency (Details Narrative) - Quarterly (USD $) | 2 Months Ended | 3 Months Ended | 11 Months Ended |
Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Shares Issued in Merger | ' | ' | 3,846,000,000 |
Shares Returned to Treasury | ' | ' | 35,000,000 |
Convertible Promissory Note Issued | ' | ' | $400,000 |
Issuance of stock in private placement, Shares | ' | ' | 700,000,000 |
Members' capital contributions | ' | ' | 141,986 |
Compensation | ' | ' | 137,157 |
Quarterly Member | ' | ' | ' |
Common Stock, Par Value | ' | $0.00 | $0.00 |
Common Stock, Shares Authorized | ' | 6,000,000,000 | 6,000,000,000 |
Shares Issued in Merger | ' | ' | 3,846,000,000 |
Shares Returned to Treasury | ' | ' | 35,000,000 |
Convertible Promissory Note Issued | ' | ' | 400,000 |
Issuance of stock in private placement, Shares | ' | 700,000,000 | ' |
Proceeds from issuance of private placement | ' | 40,000 | ' |
Members' capital contributions | ' | ' | 141,986 |
Compensation | 18,200 | 30,518 | ' |
Direct Payment [Member] | ' | ' | ' |
Members' capital contributions | ' | ' | 19,825 |
Direct Payment [Member] | Quarterly Member | ' | ' | ' |
Members' capital contributions | ' | ' | 19,825 |
Inventories [Member] | ' | ' | ' |
Members' capital contributions | ' | ' | 123,038 |
Inventories [Member] | Quarterly Member | ' | ' | ' |
Members' capital contributions | ' | ' | $123,038 |
5_Concentrations_Details_Narra
5. Concentrations (Details Narrative) | 11 Months Ended |
Dec. 31, 2013 | |
Customer Concentration Risk [Member] | ' |
Concentrations | 51.00% |
Supplier Concentration Risk [Member] | ' |
Concentrations | 81.00% |
5_Related_Party_Details_Narrat
5. Related Party (Details Narrative) - Quarterly (USD $) | 11 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2014 | |
Quarterly Member | ||
Sales to Related Party | $19,150 | $31,234 |
6_Subsequent_events_Details_Na
6. Subsequent events (Details Narrative) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Subsequent Events Details Narrative | ' |
Shares Issued in Merger | 3,846,000,000 |
Private Placement, Shares | 700,000,000 |
Private Placement, Value | $40,000 |
Shares Returned to Treasury | 35,000,000 |
Debt Forgiveness | 151,269 |
Convertible Promissory Note Issued | $400,000 |
6_Concentrations_Details_Narra
6. Concentrations (Details Narrative) - Quarterly | 11 Months Ended | 2 Months Ended | 3 Months Ended | 2 Months Ended | 11 Months Ended | 2 Months Ended | 3 Months Ended |
Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | |
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk 2 [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | |
Quarterly Member | Quarterly Member | Quarterly Member | Quarterly Member | Quarterly Member | |||
Concentrations | 51.00% | 27.00% | 70.00% | 39.00% | 81.00% | 100.00% | 100.00% |