Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OncBioMune Pharmaceuticals, Inc | |
Entity Central Index Key | 1,362,703 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 54,502,630 | |
Trading Symbol | OBMP | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash | $ 184,600 | $ 100,760 |
Employee loans | 9,900 | |
Prepaid expenses and other current assets | 3,684 | |
Total Current Assets | 198,184 | $ 100,760 |
OTHER ASSETS: | ||
Security deposit | 6,400 | |
TOTAL ASSETS | 204,584 | $ 100,760 |
CURRENT LIABILITIES: | ||
Loans payable - related party | 37,300 | 46,100 |
Line of credit | $ 67,501 | 34,981 |
Payroll liabilities | 18,474 | |
Accounts payable and accrued liabilities | $ 146,310 | 140,028 |
Total Current Liabilities | 251,111 | $ 239,583 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value; 20,000,000 authorized Series A Preferred stock ($0.0001 Par Value; 1,000,000 Shares Authorized; 1,000,000 and none issued and outstanding at September 30, 2015 and December 31, 2014, respectively) | 100 | |
Common stock: $.0001 par value, 500,000,000 shares authorized; 52,606,064 and 47,000,000 issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 5,261 | $ 4,700 |
Additional paid-in capital | 428,719 | |
Accumulated deficit | (480,607) | $ (143,523) |
Total Stockholders' Deficit | (46,527) | (138,823) |
Total Liabilities and Stockholders' Deficit | $ 204,584 | $ 100,760 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 52,606,064 | 47,000,000 |
Common stock, shares outstanding | 52,606,064 | 47,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | |
Preferred stock, shares outstanding | 1,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
REVENUES | ||||
OPERATING EXPENSES: | ||||
Professional fees | $ 78,989 | $ 1,463 | $ 94,489 | $ 8,155 |
Compensation expense | 85,447 | 55,372 | 156,719 | 172,774 |
Research and development expense | 26,579 | 7,000 | 34,662 | 33,074 |
General and administrative expenses | 29,691 | 9,208 | 60,497 | 96,390 |
Total Operating Expenses | 220,706 | 73,043 | 346,367 | 310,393 |
LOSS FROM OPERATIONS | (220,706) | (73,043) | (346,367) | (310,393) |
OTHER EXPENSE: | ||||
Interest expense | (644) | (287) | (1,517) | (895) |
Other | 100 | 300 | 6,100 | 554 |
Total Other Expense | (544) | 13 | 4,583 | (341) |
NET LOSS | $ (221,250) | $ (73,030) | $ (341,784) | $ (310,734) |
NET LOSS PER COMMON SHARE - Basic and Diluted: | $ (0.01) | $ (0.01) | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted | 48,467,036 | 47,000,000 | 47,494,386 | 47,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 4,700 | $ (4,700) | $ 315,056 | $ 315,056 | |
Balance, shares at Dec. 31, 2013 | 47,000,000 | ||||
Net loss | (453,879) | (453,879) | |||
Balance at Dec. 31, 2014 | $ 4,700 | (4,700) | (138,823) | (138,823) | |
Balance, shares at Dec. 31, 2014 | 47,000,000 | ||||
Net loss | (341,784) | (341,784) | |||
Recapitalization of Company | $ 100 | $ 450 | 99,527 | 100,077 | |
Recapitalization of Company, shares | 1,000,000 | 4,493,390 | |||
Shares issued for cash | $ 111 | 333,892 | $ 334,003 | ||
Shares issued for cash, shares | 1,112,674 | 1,112,674 | |||
Balance at Sep. 30, 2015 | $ 100 | $ 5,261 | $ 428,719 | $ (480,607) | $ (46,527) |
Balance, shares at Sep. 30, 2015 | 1,000,000 | 52,606,064 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (341,784) | $ (310,734) |
Change in operating assets and liabilities: | ||
Accounts receivable | $ (12,000) | |
Employee advances | $ (9,900) | |
Prepaid expenses and other current assets | (3,684) | |
Security deposit | (6,400) | |
Payroll liabilities | (18,474) | $ (18,627) |
Accounts payable and accrued liabilities | 1,683 | 400 |
NET CASH USED IN OPERATING ACTIVITIES | (378,559) | $ (340,961) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash received in recapitalization | 4,676 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 4,676 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Foundation loans | 34,600 | $ 37,000 |
Payments to Foundation loans | (43,400) | (29,000) |
Proceeds from line of credit | 63,368 | 20,000 |
Payments to line of credit | (30,848) | $ (19,000) |
Proceeds from sale of common stock | 334,003 | |
Proceeds from issuance of convertible debt | 100,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 457,723 | $ 9,000 |
NET INCREASE (DECREASE) IN CASH | 83,840 | (331,961) |
CASH, beginning of year | 100,760 | 467,891 |
CASH, end of period | 184,600 | 135,930 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | $ 1,517 | $ 895 |
Income taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS OncBioMune Pharmaceuticals, Inc. (formerly Quint Media Inc.) (the Company, we, us or our) was incorporated under the laws of the State of Nevada on March 18, 2005, as PediatRx, Inc. From July 23, 2010 until early fiscal year 2014, the Company engaged in the pharmaceutical business. During the fiscal year ended February 28, 2014, the Company decided to divest itself of the balance of its pharmaceutical assets and engage in the digital media business, which encompasses social discovery aspects of the internet, primarily through an engagement website with mobile and tablet applications. On June 22, 2015 and amended and effective on September 2, 2015, the Company entered into a share exchange agreement (the Exchange Agreement) with OncBioMune, Inc. (ONC) and the shareholders of ONC. Pursuant to the Exchange Agreement, the Company acquired 100% of ONCs issued and outstanding common stock from the ONC shareholders in exchange for the issuance of 47,000,000 shares of the Companys common stock, representing 91.3% of the outstanding common stock, and 1,000,000 shares of the Companys Series A Preferred Stock, representing 100% of the outstanding series A Preferred Stock, (the Exchange), after giving effect to a 1-for-139.2328 reverse stock split (the Reverse Stock Split) which resulted in 3,000,041 common shares outstanding prior to the Exchange. Accordingly, the ONC shareholders became shareholders of the Company and ONC became a subsidiary of the Company. The Exchange has been accounted for as a reverse-merger and recapitalization since the stockholders of ONC obtained voting and management control of the Company. ONC is the acquirer for financial reporting purposes and the Company is acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange are those of ONC and was recorded at the historical cost basis of ONC, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both the Company and ONC and the Companys consolidated operations from the closing date of the Share Exchange. All share and per share data in the accompanying consolidated financial statements have been retroactively restated to reflect the effect of the Reverse Stock Split and recapitalization. ONC was formed under the laws of the State of Louisiana in March 2005 and is a biotechnology company specializing in innovative cancer treatment therapies. ONC has proprietary rights to a breast and prostate patent vaccine, as well as a process for the growth of cancer tumors. ONCs mission is to improve the overall patient condition through innovative bio immunotherapy with proven treatment protocols, to lower deaths associated with cancer and reduce the cost of cancer treatment. ONCs technology is safe, and utilizes clinically research proven methods of treatment to provide optimal success of patient recovery. On August 12, 2015, the Company filed amended and restated Articles of Incorporation with the Nevada Secretary of State which: a. changed the Companys name to OncBioMune Pharmaceuticals, Inc., b. amended the authorized shares of the Company to 520,000,000, of which 500,000,000 shares are common stock, with a par value of $0.0001 per share (Common Stock), and 20,000,000 shares are preferred stock, with a par value of $0.0001 per share (Preferred Stock), and c. effected the Reverse Stock Split, which became effective on August 27, 2015. On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock (Series A Preferred Stock). Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth in the Certificate of Designation) for taking any corporate action. Basis of presentation of interim financial statements The Companys consolidated financial statements include the financial statements of its wholly-owned subsidiary, ONC. All significant intercompany accounts and transactions have been eliminated in consolidation Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended December 31, 2014 and 2013 of ONC which were included in the Companys definitive information statement on Schedule 14C as filed with the Securities and Exchange Commission on August 6, 2015. Going concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had a net loss of $221,250 and $73,030 for the three months ended September 30, 2015 and 2014, respectively, and a net loss of $341,784 and $310,734 for the nine months ended September 30, 2015 and 2014, respectively. The net cash used in operations were $378,559 and $340,961 for the nine months ended September 30, 2015 and 2014, respectively. Additionally, the Company had an accumulated deficit of $480,607, at September 30, 2015, and no revenue for the nine months ended September 30, 2015. Effective September 2, 2015, the Company entered into the exchange Agreement which changed the nature of its business and management. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Companys capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending December 31, 2015. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the nine months ended September 30, 2015 and December 31, 2014 include the valuation of deferred tax assets. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, employee loans, prepaid expenses, loans payable, line of credit payable, payroll liabilities, and accounts payable and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with ASC Topic 820. ASC 825-10 Financial Instruments , Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the service period of the award. Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Companys income (loss) subject to anti-dilution limitations. Basic and diluted earnings per share (continued) Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method). These common stock equivalents may be dilutive in the future . September 30, 2015 December 31, 2014 Total stock warrants 2,694 - Recent accounting pronouncements The Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. In June 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Employee Loan Receivable
Employee Loan Receivable | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Employee Loan Receivable | NOTE 3 EMPLOYEE LOAN RECEIVABLE During the nine months the Company has advanced cash to certain employees with no interest, and the employees has the option to pay back with deduction from their paycheck or pay in full at the end of the six months of the advances. As of September 30, 2015 and December 31, 2014, the loan amounted $9,900 and $0, respectively. |
Loan Payable - Related Party
Loan Payable - Related Party | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Loan Payable - Related Party | NOTE 4 LOAN PAYABLE RELATED PARTY The Company entered into a loan agreement with The Breast Foundation, a related party, on December 31, 2012 with no interest and due on demand on or before December 21, 2022. The balance as of September 30, 2015 and December 31, 2014 are $37,300 and $46,100, respectively. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Line of Credit | NOTE 5 LINE OF CREDIT The Company has a revolving line of credit with the Regions Bank with a limit of $100,000 with an interest rate of 4.95% (prime plus 2.7%). The line of credit is due on demand and the line expires on October 27, 2017. At September 30, 2015 and December 31, 2014, line of credit balances outstanding amounted to $67,501 and $34,981, respectively, At September 30, 2015, $32,499 is available to borrow under the line of credit. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 6 RELATED-PARTY TRANSACTIONS Pursuant to a loan agreement dated December 31, 2012 with The Breast Foundation, a related party, the Company receives and repays advances under the loan agreement. The loan bears no interest and is due on demand on or before December 21, 2022. The balance as of September 30, 2015 and December 31, 2014 are $37,300 and $46,100, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7 STOCKHOLDERS DEFICIT Series A Preferred Stock On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. On September 2, 2015, in connection with the Exchange, the Company issued 1,000,000 shares of the Companys Series A Preferred Stock, representing 100% of the outstanding series A Preferred. Common stock issued for cash In September 2015, the Company issued 1,112,674 shares of its common stock for cash proceeds of $334,003. Common stock issued for convertible debt Included in the 47,000,000 common shares the Company issued in the Exchange was 200,000 shares of its common stock issued in full satisfaction of convertible debt of $100,000 which has been reflected as part of the recapitalization of the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 SUBSEQUENT EVENTS Common stock issued for cash In October and November 2015, the Company issued 563,233 shares of its common stock for cash proceeds of approximately $169,000. Purchase agreement On October 20, 2015, the Company entered into a purchase agreement (the Purchase Agreement), together with a registration rights agreement (the Registration Rights Agreement), with Lincoln Park Capital Fund, LLC (Lincoln Park). Upon signing the Purchase Agreement, Lincoln Park agreed to purchase 333,334 shares of the Companys common stock for $100,000 as an initial purchase under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right to sell to, and Lincoln Park is obligated to purchase, up to an additional $10.0 million in amounts of shares, as described below, of the Companys common stock, subject to certain limitations, from time to time, over the 36-month period commencing on the date that a registration statement, which the Company agreed to file with the Securities and Exchange Commission (the SEC) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed. The Company may direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 50,000 shares of Common Stock on any business day (such purchases, Regular Purchases), provided that at least one business day has passed since the most recent purchase, and provided, however that Lincoln Parks committed obligation under any single Regular Purchase shall not exceed Fifty Thousand Dollars ($50,000), provided that the amount the Company may sell to Lincoln Park under a single Regular Purchase may increase under certain circumstances as described in the Purchase Agreement but in no event will the amount of a single Regular Purchase exceed Five Hundred Thousand Dollars ($500,000). The purchase price of shares of Common Stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the Common Stock is not below the threshold price as set forth in the Purchase Agreement. The Companys sales of shares of Common Stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 4.99% of the then outstanding shares of the Common Stock. In connection with the Purchase Agreement, the Company issued as a commitment fee to Lincoln Park 1,000,000 shares of Common Stock. Lincoln Park represented to the Company, among other things, that it was an accredited investor (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the Securities Act)), and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) under the Securities Act. The securities sold may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as it directs in accordance with the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our shares. The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. The Company expects that any proceeds received by the Company from such sales to Lincoln Park under the Purchase Agreement will be used for general corporate purposes and working capital requirements. In November 2015, pursuant to the Purchase Agreement, the Company issued 1,333,333 shares for net proceeds of $95,000. |
Organization and Nature of Op14
Organization and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Interim Financial Statements | Basis of presentation of interim financial statements The Companys consolidated financial statements include the financial statements of its wholly-owned subsidiary, ONC. All significant intercompany accounts and transactions have been eliminated in consolidation Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended December 31, 2014 and 2013 of ONC which were included in the Companys definitive information statement on Schedule 14C as filed with the Securities and Exchange Commission on August 6, 2015. |
Going Concern | Going concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had a net loss of $221,250 and $73,030 for the three months ended September 30, 2015 and 2014, respectively, and a net loss of $341,784 and $310,734 for the nine months ended September 30, 2015 and 2014, respectively. The net cash used in operations were $378,559 and $340,961 for the nine months ended September 30, 2015 and 2014, respectively. Additionally, the Company had an accumulated deficit of $480,607, at September 30, 2015, and no revenue for the nine months ended September 30, 2015. Effective September 2, 2015, the Company entered into the exchange Agreement which changed the nature of its business and management. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Companys capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending December 31, 2015. |
Use of Estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the nine months ended September 30, 2015 and December 31, 2014 include the valuation of deferred tax assets. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the consolidated balance sheets for cash, employee loans, prepaid expenses, loans payable, line of credit payable, payroll liabilities, and accounts payable and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with ASC Topic 820. ASC 825-10 Financial Instruments , |
Stock-Based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the service period of the award. |
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Companys income (loss) subject to anti-dilution limitations. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method). These common stock equivalents may be dilutive in the future . September 30, 2015 December 31, 2014 Total stock warrants 2,694 - |
Recent Accounting Pronouncements | Recent accounting pronouncements The Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. In June 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Organization and Nature of Op15
Organization and Nature of Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Anti-Dilutive Shares Outstanding | All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Companys net losses and consisted of the following: September 30, 2015 December 31, 2014 Total stock warrants 2,694 - |
Organization and Nature of Op16
Organization and Nature of Operations (Details Narrative) - USD ($) | Aug. 20, 2015 | Jun. 22, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Aug. 12, 2015 |
Capital stock, shares authorized | 520,000,000 | |||||||
Common stock, shares authorized | 500,000,000 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
NET LOSS | $ 221,250 | $ 73,030 | $ 341,784 | $ 310,734 | $ 453,879 | |||
NET CASH USED IN OPERATING ACTIVITIES | 378,559 | $ 340,961 | ||||||
Accumulated deficit | $ 480,607 | $ 480,607 | $ 143,523 | |||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock shares designating | 1,000,000 | |||||||
Stock holder voting rights | Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth in the Certificate of Designation) for taking any corporate action. | |||||||
ONC Shareholders [Member] | Series A Preferred Stock [Member] | ||||||||
Number of stock exchange for shares | 1,000,000 | |||||||
Percentage of outstanding preferred stock | 100.00% | |||||||
Share Exchange Agreement [Member] | ONC Shareholders [Member] | ||||||||
Percentage of acquired of common stock shares issued and outstanding | 100.00% | |||||||
Number of stock exchange for shares | 47,000,000 | |||||||
Percentage of outstanding common stock | 91.30% | |||||||
Reverse stock split | 1-for-139.2328 reverse stock split | |||||||
Number of share reduction of issued and outstanding share of prior to closing shares | 3,000,041 |
Organization and Nature of Op17
Organization and Nature of Operations - Schedule of Anti-Dilutive Shares Outstanding (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | ||
Total stock warrants | 2,694 |
Employee Loan Receivable (Detai
Employee Loan Receivable (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Loan amount | $ 9,900 | $ 0 |
Loan Payable - Related Party (D
Loan Payable - Related Party (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Loans payable - related party | $ 37,300 | $ 46,100 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Line of credit | $ 67,501 | $ 34,981 |
Line of credit interest rate | 4.95% | |
Line of credit expiration date | Oct. 27, 2017 | |
Available to borrow under the line of credit | $ 32,499 | |
Prime Rate [Member] | ||
Line of credit interest rate | 2.70% | |
Revolving Credit Facility [Member] | Regions Bank [Member] | ||
Line of credit | $ 100,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions [Abstract] | ||
Loans payable - related party | $ 37,300 | $ 46,100 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Sep. 02, 2015 | Aug. 20, 2015 | Sep. 30, 2015 | Aug. 12, 2015 | Dec. 31, 2014 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Number of share exchange during period | 47,000,000 | ||||
Common stock issued for cash | $ 334,003 | ||||
Common stock issued for cash, shares | 1,112,674 | ||||
Common stock issued for convertible debt | $ 100,000 | ||||
Common stock issued for convertible debt, shares | 200,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock shares designating | 1,000,000 | ||||
Stock holder voting rights | Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth in the Certificate of Designation) for taking any corporate action. | ||||
Number of share exchange during period | 1,000,000 | ||||
Percentage of outstanding shares | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 20, 2015 | Nov. 15, 2015 | Nov. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Common stock issued for cash, shares | 1,112,674 | ||||
Common stock issued for cash | $ 334,003 | ||||
Proceeds from issuance of common stock | $ 334,003 | ||||
Subsequent Event [Member] | |||||
Common stock issued for cash, shares | 563,233 | ||||
Common stock issued for cash | $ 169,000 | ||||
Subsequent Event [Member] | Purchase Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||
Number of common stock shares purchased | 333,334 | ||||
Number of common stock initial purchase | $ 100,000 | ||||
Additional common stock purchased | $ 10,000,000 | ||||
Percentage of outstanding shares of common stock | 4.99% | ||||
Number of common stock shares issued for commitment fee | $ 1,000,000 | ||||
Number of common stock shares issued | 1,333,333 | ||||
Proceeds from issuance of common stock | $ 95,000 | ||||
Subsequent Event [Member] | Registration Rights Agreement [Member] | Lincoln Park Capital Fund, LLC [Member] | |||||
Number of common stock shares purchased | 50,000 | ||||
Number of common stock initial purchase | $ 50,000 | ||||
Single regular purchase exceed the amount | $ 500,000 |