Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Jan. 05, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'KOGETO, INC. | ' |
Entity Central Index Key | '0001361955 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'true | ' |
Amendment Description | ' | ' |
The purpose of this Amendment No. 1 on Form 10-Q/A to the registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2013, as filed on February 21, 2014, is solely to update the signatures and Certifications of Chief Executive Officer and Chief Financial Officer with current officers of the registrant and to make corrections to "Note 4 - Subsequent Events" footnote within Part I, Item 1, "Financial Statements". | ||
All other information in the Form 10-Q, including the financial statements, is unchanged from the original filing. This filing amends only the items specified above and does not otherwise update the disclosures in the Form 10-Q as originally filed and does not reflect events occurring after the original filing of the Form 10-Q. | ||
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 | ' |
Entity Common Stock, Shares Outstanding | ' | 17,696,872 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $1,528 | $304 |
Total Current Assets | 1,528 | 304 |
Equipment, net | 85 | 336 |
Other assets | 5,510 | 3,967 |
TOTAL ASSETS | 7,123 | 4,607 |
Current Liabilities: | ' | ' |
Note payable to bank | 100,000 | 100,000 |
Due to stockholders | 69,838 | 64,938 |
Accrued expenses | 27,450 | 14,200 |
Total Current Liabilities | 197,288 | 179,138 |
Stockholders' Deficit | ' | ' |
Preferred stock, 0.0001 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding | ' | 1,000 |
Common stock, .001 par value, 300,000,000 shares authorized, 10,554,017 and 554,017 shares issued and outstanding September 30, 2013 and December 31, 2012, respectively | 10,554 | 554 |
Capital Stock to be issued (500,000 Shares) | 20,000 | 20,000 |
Additional Paid in Capital | 3,547,363 | 3,556,363 |
Accumulated Deficit | -3,766,906 | -3,751,272 |
Total | -188,989 | -173,355 |
Less: Treasury stock (6,667 common shares) | -1,176 | -1,176 |
Total Stockholders' Deficit | -190,165 | -174,531 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $7,123 | $4,607 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Stockholders' equity | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | 10,000,000 |
Preferred stock, shares outstanding | ' | 10,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 10,554,017 | 554,017 |
Common stock, shares, outstanding | 10,554,017 | 554,017 |
Capital stock to be issued | 500,000 | 500,000 |
Treasury stock, shares | 6,667 | 6,667 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Consolidated Statements Of Operations | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' |
Cost of sales | ' | ' | ' | ' |
Gross profit | ' | ' | ' | ' |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 3,442 | 5,710 | 16,322 | 141,271 |
Other expenses | 3,150 | 2,800 | 3,150 | 2,800 |
Total operating expenses | 6,492 | 8,510 | 19,472 | 144,071 |
Profit (Loss) from operations | -6,492 | -8,510 | -19,472 | -144,071 |
Income taxes | -3,838 | ' | -3,838 | ' |
Net profit (loss) | ($2,654) | ($8,510) | ($15,634) | ($144,071) |
Net profit (loss) per share basic and diluted | $0 | ($0.01) | ($0.02) | ($0.26) |
Weighted average number of shares outstanding | 10,554,017 | 554,017 | 10,554,017 | 554,017 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net profit (loss) | ($15,634) | ($144,071) |
Adjustments to reconcile net profit to net cash used by operating activities: | ' | ' |
Depreciation and amortization | 252 | 3,765 |
Changes in operating assets and liabilities: | ' | ' |
(Increase) decrease in accounts receivable | ' | 123,052 |
(Increase) decrease in inventory | ' | ' |
(Increase) decrease in other assets | -1,544 | -1,100 |
Increase (decrease) in customer deposits payable | ' | ' |
Increase (decrease) in accrued expenses | 13,250 | 1,450 |
Increase (decrease) in payroll taxes | ' | -1,273 |
Total adjustments | 11,958 | 125,894 |
CASH PROVIDED (USED) BY OPERATING ACTIVITIES | -3,676 | -18,177 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of fixed assets | ' | ' |
CASH USED BY INVESTING ACTIVITIES | ' | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds of stockholder loans | 4,900 | 12,954 |
Repayment of stockholders loan | ' | ' |
Repayments of demand loans | ' | ' |
CASH PROVIDED (USED)BY FINANCING ACTIVITIES | 4,900 | 12,954 |
NET INCREASE (DECREASE) IN CASH | 1,224 | -5,223 |
CASH, Beginning of year | 304 | 5,395 |
CASH, End of year | 1,528 | 172 |
SUPPLEMENTAL CASH FLOW INFORMATION | ' | ' |
Cash paid for: Income tax payments | ' | ' |
Cash paid for: Interest payments | $3,150 | $2,800 |
ORGANIZATION_AND_NATURE_OF_BUS
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | ' |
The Company buys used automobiles at auctions, then repairs, cleans, transports and resells them wholesale throughout the United States. | |
BASIS OF PRESENTATION | |
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. | |
The accompanying interim financial statements of Northeast Automotive Holdings, Inc. are unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the period ended September 30, 2013 are not necessarily indicative of the operating results for the entire year. |
NOTES_AND_LOANS_PAYABLE
NOTES AND LOANS PAYABLE | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 2 - NOTES AND LOANS PAYABLE | ' | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Line of credit - On October 4, 2004, the Company was approved for a line of credit of $975,000, as an inventory financing ("Floor Plan") loan with interest set at 2% above the Wall Street Journal Prime rate. The agreement requires any advances to be repaid for a vehicle on the earliest of forty eight (48) hours from the time of sale or within twenty four (24) hours from the time the Company receives payment by or on behalf of the purchase of such vehicle or demand. The agreement is personally guaranteed by the officers and their respective spouses. The collateral for the loan is any vehicle owned by the Company. | $ | - | - | ||||||
Note payable bank - note payable to bank due February 2007, is an open line of credit interest payable monthly at 1% over the prime rate, secured by a lien on all of the Company's assets and personally guaranteed by the officers. Interest is paid monthly on account. | 100,000 | 100,000 | |||||||
Due to stockholders - The stockholder loans are unsecured, pay interest at 9% per annum, are subordinated to the bank loan and have no specific terms of repayment. | 69,838 | 64,938 | |||||||
$ | 169,838 | $ | 164,938 |
CONVERSION_OF_SERIES_A_PREFERR
CONVERSION OF SERIES A PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
NOTE 3 - CONVERSION OF SERIES A PREFERRED STOCK | ' |
As of January 1, 2013, pursuant to the terms of the Certificate of Designation of the Company’s Series A Preferred Stock, all 10,000,000 issued and outstanding shares of Series A Preferred Stock were automatically converted into 10,000,000 shares of the Company’s common stock. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Notes to Financial Statements | ' |
NOTE 4 - SUBSEQUENT EVENTS | ' |
On December 31, 2013, pursuant to a Securities Purchase Agreement entered into with 13 investors, the Company sold an aggregate of 7,142,855 newly issued shares of our common stock at $0.28 per share, for aggregate gross proceeds of approximately $2.0 million (the “Private Placement”). The investors also received warrants to purchase up to 1,428,570 shares at a price of $0.32 per share. Also, on December 31, 2013, in anticipation of the closing of the acquisition by the Company of Kogeto, Inc., a Delaware corporation, the Company advanced the entire net proceeds of the Private Placement in the amount of $1,269,850 to Kogeto, Inc. | |
On January 6, 2014, pursuant to an Agreement and Plan of Merger between the Company, our wholly-owned subsidiary Kogeto Acquisition Corp., a Delaware corporation and Kogeto, Inc., we acquired Kogeto, Inc (the “Acquisition Transaction”). In consideration for the purchase of 100% of the issued and outstanding shares in Kogeto. Inc., we issued a total of 24,357,087 newly issued shares of our common stock, on a pro rata basis, to the stockholders of Kogeto, Inc. | |
In addition, on January 6, 2014, pursuant to a Membership Interest Purchase Agreement between Northeast Automotive and Jeff Glasse, Mr. Glasse sold 100% of the membership interests in Kogeto Lucy, LLC to the Company in exchange for 1,000 newly issued shares of the Company’s common stock. | |
On January 31, 2014, William Solko retired 5,827,246 shares of the Company’s common stock in connection with the purchase of the Company’s Northeast Automotive Acceptance Corp. subsidiary. |
ORGANIZATION_AND_NATURE_OF_BUS1
ORGANIZATION AND NATURE OF BUSINESS (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Organization And Nature Of Business Policies | ' |
BASIS OF PRESENTATION | ' |
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. | |
The accompanying interim financial statements of Northeast Automotive Holdings, Inc. are unaudited. However, in the opinion of management, the interim data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the period ended September 30, 2013 are not necessarily indicative of the operating results for the entire year. |
NOTES_AND_LOANS_PAYABLE_Tables
NOTES AND LOANS PAYABLE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Notes And Loans Payable Tables | ' | ||||||||
Notes and loan payable | ' | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Line of credit - On October 4, 2004, the Company was approved for a line of credit of $975,000, as an inventory financing ("Floor Plan") loan with interest set at 2% above the Wall Street Journal Prime rate. The agreement requires any advances to be repaid for a vehicle on the earliest of forty eight (48) hours from the time of sale or within twenty four (24) hours from the time the Company receives payment by or on behalf of the purchase of such vehicle or demand. The agreement is personally guaranteed by the officers and their respective spouses. The collateral for the loan is any vehicle owned by the Company. | $ | - | - | ||||||
Note payable bank - note payable to bank due February 2007, is an open line of credit interest payable monthly at 1% over the prime rate, secured by a lien on all of the Company's assets and personally guaranteed by the officers. Interest is paid monthly on account. | 100,000 | 100,000 | |||||||
Due to stockholders - The stockholder loans are unsecured, pay interest at 9% per annum, are subordinated to the bank loan and have no specific terms of repayment. | 69,838 | 64,938 | |||||||
$ | 169,838 | $ | 164,938 |
NOTES_AND_LOANS_PAYABLE_Detail
NOTES AND LOANS PAYABLE (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
NOTES AND LOANS PAYABLE | $169,238 | $164,938 |
Line of credit [Member] | ' | ' |
NOTES AND LOANS PAYABLE | ' | ' |
Bank Loan Obligations [Member] | ' | ' |
NOTES AND LOANS PAYABLE | 100,000 | 100,000 |
Due To Stockholders [Member] | ' | ' |
NOTES AND LOANS PAYABLE | $69,838 | $64,938 |