Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | 14-May-15 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Entity Registrant Name | Soleil Capital L.P. | ||
Entity Central Index Key | 1376231 | ||
Current Fiscal Year End Date | -19 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Units, Shares Outstanding | 17,287,125 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $310,000 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
ASSETS: | ||
Cash | $9,442 | |
TOTAL CURRENT ASSETS | 9,442 | |
Intangible Asset-Patents | 5,325,258 | |
TOTAL ASSETS | 9,442 | 5,325,258 |
CURRENT LIABILITIES: | ||
Accounts payable and other accrued liabilities | 5,760 | 1,750 |
TOTAL LIABILITIES | 5,760 | 1,750 |
PARTNERS' CAPITAL: | ||
Partners' Capital 99,000,000 authorized; Common units, 17,287,125 and 13,127,125 issued and outstanding as of December 31, 2014 and 2013 respectively | 5,548,333 | 5,448,333 |
Accumulated deficit | -5,544,651 | -124,825 |
TOTAL PARTNERS' CAPITAL | 3,682 | 5,323,508 |
TOTAL LIABILITIES AND PARTNERS' CAPITAL | $9,442 | $5,325,258 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 |
BALANCE SHEETS [Abstract] | ||
Partners' Capital, common units authorized | 99,000,000 | 99,000,000 |
Partners' Capital, common units issued | 17,287,125 | 13,127,125 |
Partners' Capital, common units outstanding | 17,287,125 | 13,127,125 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
STATEMENTS OF OPERATIONS [Abstract] | ||
REVENUES | $814 | |
EXPENSES: | ||
Research and development | 3,439 | |
Sales and Marketing Expense | 20,088 | |
General and administrative | 71,855 | |
Impairment of patent | 5,325,258 | |
TOTAL EXPENSES | 5,420,640 | |
LOSS FROM CONTINUING OPERATIONS | -5,419,826 | |
Provision for Income Tax | ||
DISCONTINUED OPERATIONS | -5,894 | |
NET LOSS | ($5,419,826) | ($5,894) |
LOSS PER COMMON UNIT-BASIC AND DILUTED-CONTINUED OPERATIONS | ($0.37) | $0 |
LOSS PER COMMON UNIT-DISCONTINUED OPERATIONS | $0 | $0 |
LOSS PER COMMON UNIT -TOTAL | ($0.37) | $0 |
Weighted-Average Common Units Outstanding - Basic and Diluted | 14,589,536 | 2,740,828 |
STATEMENT_OF_CASH_FLOWS
STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ||
Net Loss-Continuing Operations | ($5,419,826) | |
Net Loss From Discontinued Operations | -5,894 | |
Impairment of Patent | 5,325,258 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 210 | |
Accounts payable and other accrued liabilities | 4,010 | -6,308 |
NET CASH USED IN OPERATING ACTIVITIES | -90,558 | -11,992 |
FINANCING ACTIVITIES: | ||
Proceeds of loans payable- shareholder | 6,782 | 11,992 |
Repayment of shareholder loan payable | -6,782 | |
Sale of Common Units | 100,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 100,000 | 11,992 |
INCREASE IN CASH | 9,442 | |
CASH - BEGINNING OF YEAR | ||
CASH - END OF YEAR | $9,442 |
Statements_of_Changes_in_Partn
Statements of Changes in Partners' Capital (USD $) | Total | Common Units [Member] | Partners' Capital [Member] | Comprehensive Income (Loss) [Member] |
USD ($) | USD ($) | USD ($) | ||
Balance at Dec. 31, 2012 | ($29,963) | $88,968 | ($118,931) | |
Balance, units at Dec. 31, 2012 | 2,625,425 | |||
Net Loss | -5,894 | -5,894 | ||
Contribution of Partners' Debt | 34,107 | 34,107 | ||
Issuance of Common Units for Asset Purchase | 5,325,258 | 5,325,258 | ||
Issuance of Common Units for Asset Purchase, units | 10,501,700 | 10,501,700 | ||
Balance at Dec. 31, 2013 | 5,323,508 | 5,448,333 | -124,825 | |
Balance, units at Dec. 31, 2013 | 13,127,125 | |||
Net Loss | -5,419,826 | -5,419,826 | ||
Sale of Common Units | 100,000 | 100,000 | ||
Sale of Common Units, units | 200,000 | |||
Execution of Stock Options | 3,960,000 | |||
Balance at Dec. 31, 2014 | $3,682 | $5,548,333 | ($5,544,651) | |
Balance, units at Dec. 31, 2014 | 17,287,125 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2014 | |
ORGANIZATION [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION |
Soleil Capital L.P. (the “Company”, “we”, “our”) was incorporated in New York on July 19, 2004, as Jobsinsite,.com, Inc., Our Articles of incorporation were amended on August 5, 2004, to change our name to Jobsinsite, Inc. on September 18, 2009 we merged with a Delaware corporation and became Jobsinsite, Inc., and on July 1, 2009 we filed articles of conversion with the secretary of state of Delaware and became Soleil Capital L.P., a Delaware limited partnership. | |
Business Description. | |
Since our inception the company has generated nominal revenues through the sale of software items related to the job search industry. | |
On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among Soleil and Guocheng "Greg" Pan, a natural person, pursuant to which Soleil agreed to purchase certain electronic cigarette patents owned and invented by Mr. Pan (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased assets, Soleil issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of Soleil and a warrant to purchase 2,000,000 common units representing limited partnership units of Soleil. The warrants entitle Mr. Pan (or his designees) to purchase Soleil common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement. On September 6, 2014 Mr. Pan exercised warrants on a cashless basis equivalent to 1,980,000 common units. This constitutes the entire 2,000,000 units and none are outstanding. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2014 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. | |||
Basis of Accounting | |||
We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these financial statements give effect to all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows of the Company. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the Untied States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates | |||
Cash | |||
Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less. | |||
Stock-based Compensation | |||
Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company may issue shares as compensation in future periods for employee services. | |||
The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty's performance is complete. The Company may issue shares as compensation in future periods for services associated with the registration of the common shares. | |||
Revenue recognition | |||
The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company has historically recorded revenue after payments for services have been received, which is at the time services are provided. | |||
Fair Value Measurements | |||
We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | |||
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |||
Level 1 — quoted prices in active markets for identical assets or liabilities | |||
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | |||
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |||
Discontinued Operations | |||
Effective December 27, 2013, in association with the acquisition of the patent, the Company changed its business plan and accordingly has presented its prior revenue and operating expenses as discontinued operations in accordance with ASC 360-10. | |||
Basic and Diluted Net Loss Per Share | |||
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive. | |||
Impairment of Long-Lived Assets | |||
In accordance with ASC Topic 360, long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. | |||
Income taxes | |||
We account for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. | |||
ASC 740-10 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||
Recent Accounting Pronouncements | |||
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. | |||
During the year ended December 31, 2014 the Company was no longer considered a development stage company and as such references as a development stage company are no longer included in the financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. | |||
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3: GOING CONCERN |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated nominal revenues since inception and has an accumulated loss of $5,544,651 at December 31, 2014. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4: COMMITMENTS AND CONTINGENCIES |
Legal Matters | |
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2014, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. |
EQUITY_AND_COMMON_UNITS
EQUITY AND COMMON UNITS | 12 Months Ended |
Dec. 31, 2014 | |
EQUITY AND COMMON UNITS [Abstract] | |
EQUITY AND COMMON UNITS | NOTE 5: EQUITY AND COMMON UNITS |
On July 10, 2014, the Company closed on the sale of 200,000 common units representing limited partnership interests shares (“common units,”) for an aggregate of $100,000. The purchase price for each common unit was $0.50. | |
On September 6, 2014 Mr. Greg Pan excercised 1,980,000 warrants totaling 1,980,000 common units. In addition on September 23,2014, Mr. Adam Laufer a shareholder exercised two million warrants each equivalent to 990,000 common units. | |
On August 19, 2014 Mr. Adam Frijia, Ralph Frijia and Jacob Levey excercised warrants equivalent to 495,000, 247,500 and 247,500 common units. The Company has zero warrants or options outstanding as of December 31, 2014 |
ASSET_PURCHASE_AND_INTANGIBLE_
ASSET PURCHASE AND INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2014 | |
ASSET PURCHASE AND INTANGIBLE ASSET [Abstract] | |
ASSET PURCHASE AND INTANGIBLE ASSET | NOTE 6: ASSET PURCHASE AND INTANGIBLE ASSET |
On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among Soleil and Guocheng "Greg" Pan, a natural person, pursuant to which Soleil agreed to purchase certain electronic cigarette patents owned and invented by Mr. Pan (the "Purchased Assets"). Under the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased assets, Soleil issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of Soleil and a warrant to purchase 2,000,000 common units representing limited partnership units of Soleil. The warrants entitle Mr. Pan (or his designees) to purchase Soleil common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement. | |
Patents Purchased: | |
On December 27, 2013 we acquired a series of patents, these patents include: | |
Electronic Cigarette, Patent 8,205,622 as issued by the United States Patent and Trademark Office on May 14, 2012, | |
Multifunctional Electronic Inhaler, Patent ZL2011-2-0096290.6 as issued by the Patent Office Of The People's Republic Of China on 11/23/2011, | |
Electronic Pipe, Patent ZL2008-2-0123801.7 as issued by the Patent Office Of The People's Republic Of China on September 2, 2009, | |
Atomizer for Electronic Cigarette, Patent ZL2008-2-0109333.8 as issued by the Patent Office Of The People's Republic Of China on May 20, 2009, | |
Electronic Cigarette, Patent ZL2009-2-0106627.x as issued by the Patent Office Of The People's Republic Of China on January 3, 2010, | |
Disposable Integrated E-Atomizing Inhaler, Patent ZL2008-2-0124683.1 as issued by the Patent Office Of The People's Republic Of China on January 13, 2010, | |
Electronic Atomizer, Patent ZL2008-3-0084421.2 as issued by the Patent Office Of The People's Republic Of China on May 27, 2009, and | |
Electronic Cigar, Patent ZL2008-3-0132968.5 as issued by the Patent Office Of The People's Republic Of China on October 10, 2009. | |
Patents were valued based on number of shares issued, warrants issued, valuation of the traded stock at the time of issuance and similar patents sold during the year. Based on these assumptions the Company has valued the assets purchased at approximately $5.5 million at the time of purchase. During the year ended December 31, 2014 the Company determined due to lack of sales and projected sales and completion in the industry the value of the patent should be significantly reduced. As a result the Company has written off the entire patent. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7: SUBSEQUENT EVENTS |
Management has evaluated the subsequent events through the date of filing, and has determined that there are no subsequent events that require recognition or disclosure. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 12 Months Ended | ||
Dec. 31, 2014 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
Basis of Accounting | Basis of Accounting | ||
We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these financial statements give effect to all normal recurring adjustments necessary to present fairly the financial position and results of operations and cash flows of the Company. | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the Untied States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates | |||
Cash | Cash | ||
Cash and cash equivalents includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less. | |||
Stock-based Compensation | Stock-based Compensation | ||
Share-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company may issue shares as compensation in future periods for employee services. | |||
The Company may issue restricted stock to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty's performance is complete. The Company may issue shares as compensation in future periods for services associated with the registration of the common shares. | |||
Revenue Recognition | Revenue recognition | ||
The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company has historically recorded revenue after payments for services have been received, which is at the time services are provided. | |||
Fair Value Measurements | Fair Value Measurements | ||
We adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. | |||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. | |||
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | |||
Level 1 — quoted prices in active markets for identical assets or liabilities | |||
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | |||
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |||
Discontinued Operations | Discontinued Operations | ||
Effective December 27, 2013, in association with the acquisition of the patent, the Company changed its business plan and accordingly has presented its prior revenue and operating expenses as discontinued operations in accordance with ASC 360-10. | |||
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share | ||
Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive. | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | ||
In accordance with ASC Topic 360, long-lived assets, such as property, plant, and equipment, and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. | |||
Income taxes | Income taxes | ||
We account for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. | |||
ASC 740-10 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. | |||
During the year ended December 31, 2014 the Company was no longer considered a development stage company and as such references as a development stage company are no longer included in the financial statements. | |||
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations. |
ORGANIZATION_Details
ORGANIZATION (Details) (USD $) | 12 Months Ended | 0 Months Ended |
Dec. 31, 2013 | Sep. 06, 2014 | |
Organization [Line Items] | ||
Common units issued for patent acquisition | 10,501,700 | |
Number of common units issuable under warrant | 2,000,000 | |
Warrant exercise price | $0.15 | |
Warrant term | 10 years | |
Warrants outstanding | ||
Mr. Greg Pan [Member] | ||
Organization [Line Items] | ||
Warrants exercised cashless basis units equivalents | 1,980,000 |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | 12 Months Ended | 125 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
GOING CONCERN [Abstract] | |||
Net loss | $5,419,826 | $5,894 | $5,544,651 |
EQUITY_AND_COMMON_UNITS_Detail
EQUITY AND COMMON UNITS (Details) (USD $) | 0 Months Ended | |||
Jul. 10, 2014 | Sep. 06, 2014 | Sep. 23, 2014 | Aug. 19, 2014 | |
EQUITY AND COMMON UNITS [Abstract] | ||||
Sale of Common Units, units | 200,000 | |||
Aggregate proceeds from sale of common units | $100,000 | |||
Purchase price for each common unit | $0.50 | |||
Warrants outstanding | ||||
Mr. Greg Pan [Member] | ||||
Warrant Exercised [Line items] | ||||
Warrants exercised cashless basis units equivalents | 1,980,000 | |||
Warrants exercised | 1,980,000 | |||
Mr. Adam Frijia [Member] | ||||
Warrant Exercised [Line items] | ||||
Warrants exercised cashless basis units equivalents | 990,000 | 495,000 | ||
Warrants exercised | 2,000,000 | |||
Mr. Ralph Frijia [Member] | ||||
Warrant Exercised [Line items] | ||||
Warrants exercised cashless basis units equivalents | 247,500 | |||
Mr. Jacob Levey [Member] | ||||
Warrant Exercised [Line items] | ||||
Warrants exercised cashless basis units equivalents | 247,500 |
ASSET_PURCHASE_AND_INTANGIBLE_1
ASSET PURCHASE AND INTANGIBLE ASSET (Details) (USD $) | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 |
ASSET PURCHASE AND INTANGIBLE ASSET [Abstract] | |
Common units issued for patent acquisition | 10,501,700 |
Number of common units issuable under warrant | 2,000,000 |
Warrant exercise price | $0.15 |
Warrant term | 10 years |
Patents value | $5.50 |