Sputnik Enterprises (SPNI) 10-Q 18 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 06, 2015
Document And Entity Information
Entity Registrant Name	Sputnik Enterprises, Inc
Entity Central Index Key	1,326,917
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		295,278
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets
Cash	$ 2,630	$ 54
Total Current Assets	2,630	54
Total Assets	2,630	54
Current Liabilities
Accounts payable and accrued expenses	1,150	849
Accrued interest	30,289	21,239
Note Payable to related party	551,074	542,550
Total Current Liabilities	582,513	564,638
Total Liabilities	582,513	564,638
Stockholders' Deficit
Preferred Stock, Series A, $.001 par value; $10 stated value 100,000,000 shares authorized; 5,200 and 5,200 shares outstanding, respectively	52,000	52,000
Common Stock, $.001 par value; 50,000,000 shares authorized; 295,278 and 295,278 shares outstanding, respectively	295	295
Additional Paid In Capital	1,984,653	1,984,653
Accumulated deficit	(2,616,831)	(2,601,532)
Total Stockholders' Deficit	(579,883)	(564,584)
Total Liabilities and Stockholders' Deficit	$ 2,630	$ 54

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Stockholders' Deficit
Preferred Stock Series A, par value	$ 0.001	$ 0.001
Preferred Stock Series A, stated value	$ 10	$ 10
Preferred Stock Series A, authorized shares	10,000,000	10,000,000
Preferred Stock Series A, issued shares	5,200	5,200
Preferred Stock Series A, outstanding shares	5,200	5,200
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	50,000,000	50,000,000
Common stock, issued shares	295,278	295,278
Common stock, outstanding shares	295,278	295,278

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Statements Of Operations
Revenue
General and administrative expenses:
Salaries				$ 18,706
Other general and administrative	$ 5,340	$ 112,975	$ 6,249	194,348
Total operating expenses	5,340	112,975	6,249	213,054
Operating Loss	(5,340)	(112,975)	(6,249)	(213,054)
Other Income
Interest expense	(4,550)	(4,550)	(9,050)	(12,713)
Loss before taxes	$ (4,550)	$ (117,525)	$ (15,299)	$ (225,767)
Provision (credit) for taxes on income
Net (loss)	$ (9,890)	$ (117,525)	$ (15,299)	$ (225,767)
Loss per share on continuing operations, basic and diluted	$ (0.03)	$ (0.40)	$ (0.05)	$ (0.76)
Weighted average number of shares outstanding	295,278	295,278	295,278	295,278

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
OPERATING ACTIVITIES
Net (loss) from continuing operations	$ (15,299)	$ (225,767)
Adjustments to reconcile net (loss) to cash provided (used in) by operating activities:
Imputed interest on note payable		675
Amortization of deferred contract agreement		186,666
Change in current assets and liabilities:
Accounts payable and accrued expenses	$ 9,351	9,740
Net cash used in operating activities	(5,948)	(28,686)
FINANCING ACTIVITIES
Proceeds from related party	8,524	30,254
Net cash provided by financing activities	8,524	30,254
Net increase (decrease) in cash and cash equivalents	2,576	1,568
Cash - beginning balance	54	287
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 2,630	$ 1,855

Organization

Organization	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
NOTE 1 - ORGANIZATION	Sputnik Enterprises Inc. was incorporated in the State of Delaware on September 27, 2001 under the name Sputnik, Inc. On February 10, 2005, we filed Articles of Conversion and new Articles of Incorporation in Nevada and became a Nevada corporation. From that time until February 29, 2008 the Company developed and marketed Wi-Fi software, services, and hardware for the public access wireless networking market. On November 13, 2007 we formed a wholly owned subsidiary, Laika, Inc., and transferred all of our assets and liabilities to Laika. On February 6, 2008, the Company amended its Articles of Incorporation to change the name of Sputnik, Inc. to Sputnik Enterprises, Inc. upon conclusion of the sale of the stock of Laika, Inc. to AstroChimp, Inc. On February 29, 2008, we closed the sale of the stock of our wholly owned subsidiary, Laika, Inc. to AstroChimp, Inc. for cancellation of a loan of $65,000 from David LaDuke to us, leaving us as a shell company. AstroChimp is wholly-owned by Mr. LaDuke. Subsequently AstroChimp, Inc. changed its name to Sputnik, Inc. and continues to own and operate its business as a private entity.

Summary Of Significant Accounti

Summary Of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Specifically, those presentations under reporting requirements as a development stage company. These reclassifications had no effect on reported losses. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash was $2,630 and $54 at June 30, 2015 and December 31, 2014, respectively. The Company has no equivalents as of June 30, 2015 and December 31, 2014 Cash Flow Reporting The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. Fair Value of Financial Instruments The Company’s balance sheet includes financial instruments consisting of cash, accounts payables, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures · Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. Income taxes The Company accounts for income taxes under ASC 740 Income Taxes Basic and Diluted Net Loss per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share The Company has incurred net operating losses for June 30, 2015 and 2014, and dilutive earnings per share would be anti-dilutive, therefore, dilutive earnings per share have not been presented. There are no options or warrants outstanding. The Company has common stock equivalents, in the form or convertible preferred stock, series A. Common stock equivalents were 5,200,000 for the three months ending June 30, 2015 and 2014. Commitments and contingencies The Company follows ASC 450, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of June 30, 2015 and 2014. Related parties The Company follows subtopic ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related party transactions. See Note 5 for related party transactions. Share-based Expense ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Share-based expense for the six months ending June 30, 2015 and 2014 was $0 and $0, respectively. RECENT ACCOUNTING PRONOUNCEMENTS From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. Compensation — Stock Compensation In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Presentation of Financial Statements—Liquidation Basis of Accounting

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
NOTE 3 - GOING CONCERN	The Company incurred a net loss of $15,299 during the six months ended June 30, 2015 and had net cash used in operating activities of $5,948 for the same period. Additionally, the Company has an accumulated deficit of $2,616,831 and a working capital deficit of $579,883 at June 30, 2015. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to achieve a level of profitability or to obtain adequate financing through the issuance of debt or equity in order to finance its operations. Upon securing an operating entity, through merger, Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
NOTE 4 - NOTES PAYABLE	Summary of notes payable: June 30, 2015 December 31, 2014 Note payable, related party (Kidd), dated January 20, 2014, interest 5%, payable upon demand of the holder (a) $ 125,000 $ 125,000 Advances payable, related party (Kidd), 2014, interest 0%, payable upon demand (b) 26,074 17,550 Note payable, related party (Kidd), dated January 20, 2014, interest 3%, payable upon demand of the holder (c) 400,000 400,000 $ 551,074 $ 542,550 (a) On January 20, 2014, the Company consolidated all advances and loans previously made through date by R. Thomas Kidd and his wife into one Promissory Note in the amount of $125,000, payable on demand, with monthly installments of $6,944 plus interest at the rate of 5% per annum, with interest accrued from June 1, 2013, beginning 10 days after the Company has received funding from any source. (b) During the years ending December 31, 2014 and 2013, cash advances and expenses paid on behalf of the company, totaling $40,453 and $62,097, respectively, were made by Mr. Kidd. Subsequent to the consolidation of advances, described above, made by R. Thomas Kidd on January 20, 2014, Mr. Kidd has made additional cash advances on behalf of the company totaling $26,074. There is no formal note or terms and is payable on demand. (c) On January 20, 2014, the Company entered into a Promissory Note with R. Thomas Kidd in the amount of $400,000 and is secured by all assets of the Company, including but not limited to shares of all subsidiaries and affiliates of the Company. The note was created under severance agreement, a non-cash transaction. The Company has agreed to pledge shares by pledge agreement and executed stock powers, medallion guaranteed. Payments will be made in installments equal to 50% of any and all funding, whether debt or equity, received by the Company or any subsidiaries or affiliates of the Company until paid in full.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
NOTE 5 - RELATED PARTY TRANSACTIONS	Notes payable On January 20, 2014, the Company consolidated all advances and loans made by R. Thomas Kidd and his wife into one Promissory Note in the amount of $125,000, payable on demand, with monthly installments of $6,944 plus interest at the rate of 5% per annum, with interest accrued from June 1, 2013, beginning 10 days after the Company has received funding from any source. During the years ending December 31, 2014 and 2013, cash advances and expenses paid on behalf of the company, totaling $40,453 and $62,097, respectively, were made by Mr. Kidd. Subsequent to the consolidation of advances made by R. Thomas Kidd on January 20, 2014, Mr. Kidd has made additional cash advances on behalf of the company totaling $26,074. There is no formal note or terms and is payable on demand. On January 20, 2014, the Company entered into a Promissory Note with R. Thomas Kidd in the amount of $400,000 and is secured by all assets of the Company, including but not limited to shares of all subsidiaries and affiliates of the Company. The Company has agreed to pledge shares by pledge agreement and executed stock powers, medallion guaranteed. Payments will be made in installments equal to 50% of any and all funding, whether debt or equity, received by the Company or any subsidiaries or affiliates of the Company until paid in full. Contributed capital The Company has been imputed interest on all shareholder advances received by the Company. On January 20, 2014, the Company formalized all shareholder advances into a single demand promissory note and therefore imputed interest on the note for the period is for the 20 days ending January 20, 2014. The Company has recorded a like-kind contribution of capital of $0 and $675 for the six months ending June 30, 2015 and 2014, respectively, as imputed interest on shareholder loans to the Company. Employment and Severance Agreements On May 23, 2013 the Company entered into an Employment Agreement with R. Thomas Kidd, to serve as the Chief Executive Officer and Principal Financial Officer of the Company, on a month to month basis. No annual compensation has been assigned to the agreement and future merit bonus is at the discretion of the Board of Directors. Upon signing, 5,000 shares of Preferred Stock, Series A were issued to Mr. Kidd. Effective January 20, 2014, Mr. Kidd retired from his position with the Company, thereby terminating his Employment Agreement. For and as consideration of Kidd’s resignation as CEO and Director and retirement from services to the Company, the Company agreed to compensate Mr. Kidd in the form of a severance package as follows: · Company shall execute and deliver a demand promissory note in the amount of $400,000, which shall be payable upon the demand of the holder. The promissory note shall be secured by all assets of the Company. · Company shall procure and purchase a $500,000 term life policy with a term of at least 10 years and pay the premiums associated therewith no later than March 1, 2014. The policy will name Joan L. Kidd, his spouse, as beneficiary and Kidd named parties as secondary beneficiaries · Company shall enter into an indemnification agreement with Kidd, in a form acceptable to Kidd, indemnifying Kidd against any claims of any kind from any third party for a period of 7 years. · Company shall enter into an advisor agreement with Kidd which shall provide for the issuance of 2 million common shares of stock as compensation for services rendered. · Company shall execute a general release of any and all claims in favor of Kidd relating to Kidd’s tenure as CEO of the Company. · Company represents and warrants that within 5 days of the date of closing of a merger transaction and exiting shell status, Company shall file a registration statement on form S-1 to register shares under its equity line with Dutchess Capital. No other shares other than the shelf registration for Dutchess will be included in this S-1 registration statement. Company further agrees that it shall take all steps necessary and required to obtain an effective declaration by the SEC on the registration statement. Upon execution of the agreement, and receipt of all documentation, Kidd shall immediately do the following: · Agree to return 5,000 shares of Convertible preferred stock of the Company to Company for cancelation upon closing of merger transaction. · Resign all positions, as applicable, with the Company. On January 20, 2014, the Company entered into a consulting agreement with their former executive, R. Thomas Kidd, effective upon the completion of a merger or acquisition. Under the agreement, the Company shall compensate Consultant in the form of two million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000 shares per month for a period of 8 months. The Consultant shall be entitled to receive the shares as earned and in the event of termination of the agreement, Company shall be obligated to continue the issuance of shares until the entire 2 million shares are issued to Consultant. As of Sputnik Enterprises is a “blank check company” in that it is development stage company with an indicated business plan to engage in a merger or acquisition with an unidentified company or companies, or other entity or person . (i) filing Exchange Act reports, and (ii) investigating, analyzing and consummating a reverse merger. We believe we will be able to meet these costs through use of funds loaned to or invested in us by our stockholders, management or other investors.

Equity

Equity	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
NOTE 6 - EQUITY	On February 14, 2013, the Company and Dutchess Opportunity Fund, II, LP entered into an Investment Agreement and a Registration Rights Agreement, which provides for the investment by Dutchess of up to $25 million over a period of 36 months. Under the terms of the Investment Agreement and Registration Rights Agreement, Dutchess will purchase common stock of the Company, subject to and wholly conditioned upon the Company filing an S-1 registration statement to register the shares acquired by Dutchess and the registration statement of the shares being declared effective by the Securities and Exchange Commission. The Investment Agreement sets forth the terms and conditions under which Dutchess will purchase the common stock of the Issuer and other material conditions to the agreement between the parties. As of June 30, 2015 there has been no funding under the agreement. Common Stock The Company has authority to issue fifty million (50,000,000) common with a par value of $.001of which 295,278 have been issued. The Company intends to issue additional shares in an effort to capital to find its operations. No holder of shares of stock of any class is entitled, as a matter of right, to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. On January 20, 2014, the Company entered into a consulting agreement, effective upon completion of a merger or acquisition, with their former executive, R. Thomas Kidd. Under the agreement, the Company shall compensate Consultant in the form of two million (2,000,000) shares of unrestricted common stock of the Company with issuance to occur in installments of 250,000 shares per month for a period of 8 months. Under contractual agreement, the shares are to be issued as unrestricted shares. The Company has not completed any merger or acquisition subsequent to the signing of the agreement. As of December 31, 2014, the shares have not been earned and are unissued. Total common shares issued and outstanding at June 30, 2015 and 2014 were 295,278. Preferred stock The Company amended its Articles of Incorporation in May 2013 and subsequently has authority to issue ten million (10,000,000) Series A Convertible Preferred with a par value of $10.00, of which 5,200 shares have been issued as of September 30, 2013. This class of stock may be convertible into common shares at the rate of one share of Series A Convertible Preferred for 1,000 shares of common. There are no liquidation preferences over common shares, but the Series A Convertible Preferred may be voted as if converted and are entitled to dividend treatment as if converted to common. Series A Convertible Preferred may be converted to common shares at any time after one year from the date of issuance at the option of the holder. On May 23, 2013, the Company entered into an Executive Employment Agreement with R. Thomas Kidd for services as CEO and Principle Financial Officer. Pursuant to the Agreement, Mr. Kidd received 5,000 shares of the Company’s Series A preferred stock as compensation for services, for a value of $50,000. On May 23, 2013, the Company entered into an Executive Employment Agreement with Anthony Gebbia for services as Chief Operating Officer. Pursuant to the Agreement, Mr. Gebbia received 200 shares of the Company’s Series A preferred stock as a signing bonus and for past services as CEO of the Company, valued at $2,000. On January 20, 2014, the Company entered into a severance package with R. Thomas Kidd whereby Mr. Kidd will return 5,000 Series A Preferred shares to the Company upon closing of a merger or acquisition transaction. Total preferred shares, series A, issued and outstanding at June 30, 2015 and December 31, 2014 were 5,200 and 5,200, respectively.

Commitments And Contingencies

Commitments And Contingencies	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
NOTE 7 - COMMITMENTS AND CONTINGENCIES	Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations. The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

Summary Of Significant Accoun13

Summary Of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
Reclassification	Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Specifically, those presentations under reporting requirements as a development stage company. These reclassifications had no effect on reported losses.
Cash and Cash Equivalents	The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash was 2,630 and $54 at June 30, 2015 and December 31, 2014, respectively. The Company has no equivalents as of June 30, 2015 and December 31, 2014
Cash Flow Reporting	The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s balance sheet includes financial instruments consisting of cash, accounts payables, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures · Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
Income taxes	The Company accounts for income taxes under ASC 740 Income Taxes
Basic and Diluted Net Loss per Share	The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share The Company has incurred net operating losses for June 30, 2015 and 2014, and dilutive earnings per share would be anti-dilutive, therefore, dilutive earnings per share have not been presented. There are no options or warrants outstanding. The Company has common stock equivalents, in the form or convertible preferred stock, series A. Common stock equivalents were 5,200,000 for the three months ending June 30, 2015 and 2014.
Commitments and contingencies	The Company follows ASC 450, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of June 30, 2015 and 2014.
Related parties	The Company follows subtopic ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related party transactions. See Note 5 for related party transactions.
Share-based Expense	ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Share-based expense for the six months ending June 30, 2015 and 2014 was $0 and $0, respectively.
Recent Accounting Pronouncements	From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard. In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. Compensation — Stock Compensation In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Presentation of Financial Statements—Liquidation Basis of Accounting

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2015
Notes Payable Tables
Summary of notes payable	Summary of notes payable: June 30, 2015 December 31, 2014 Note payable, related party (Kidd), dated January 20, 2014, interest 5%, payable upon demand of the holder (a) $ 125,000 $ 125,000 Advances payable, related party (Kidd), 2014, interest 0%, payable upon demand (b) 26,074 17,550 Note payable, related party (Kidd), dated January 20, 2014, interest 3%, payable upon demand of the holder (c) 400,000 400,000 $ 551,074 $ 542,550

Summary Of Significant Accoun15

Summary Of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Summary Of Significant Accounting Policies Details Narrative
Cash and cash equivalents	$ 2,630		$ 2,630		$ 54
Common stock equivalents	5,200,000	5,200,000
Share-based expense			$ 0	$ 0

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Going Concern Details Narrative
Net loss	$ (9,890)	$ (117,525)	$ (15,299)	$ (225,767)
Operating activities			(5,948)	$ (28,686)
Accumulated deficit	(2,616,831)		(2,616,831)		$ (2,601,532)
Working capital deficit	$ 579,883		$ 579,883

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Notes Payable	$ 551,074	$ 542,550
Note Payable, Related Party [Member]
Notes Payable	125,000	125,000
Advances Payable, Related Party [Member]
Notes Payable	26,074	17,550
Note Payable, Related Party One [Member]
Notes Payable	$ 400,000	$ 400,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Notes Payable Details Narrative
Cash advances and expenses paid by Mr. Kidd	$ 40,453	$ 62,097

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Related Party Transactions Details Narrative
Cash advances and expenses paid by Mr. Kidd			$ 40,453	$ 62,097
Contribution of capital	$ 0	$ 675

Equity (Details Narrative)

Equity (Details Narrative) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Equity Details Narrative
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	50,000,000	50,000,000
Common stock, issued shares	295,278	295,278
CommonStock, outstanding shares	295,278	295,278
Preferred Stock Series A, par value	$ 0.001	$ 0.001
Preferred Stock Series A, stated value	$ 10	$ 10
Preferred Stock Series A, authorized shares	10,000,000	10,000,000
Preferred Stock Series A, issued shares	5,200	5,200
Preferred Stock Series A, outstanding shares	5,200	5,200