Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Entity Registrant Name | VPR Brands, LP. | ||
Entity Central Index Key | 1,376,231 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Units, Shares Outstanding | 44,292,125 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 2,260,063 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS: | ||
Cash | $ 4,650 | $ 9,442 |
Advances to supplier | 54,700 | |
TOTAL CURRENT ASSETS AND TOTAL ASSETS | 59,350 | $ 9,442 |
CURRENT LIABILITIES AND TOTAL LIABILITIES: | ||
Accounts payable | 16,815 | 5,760 |
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | 16,815 | 5,760 |
PARTNERS' EQUITY: | ||
Partners' Capital 50,000,000 authorized; Common units, 29,292,125 and 17,287,125 issued and outstanding as of December 31, 2015 and December 31, 2014 respectively | 5,680,633 | 5,548,333 |
Accumulated deficit | (5,638,098) | (5,544,651) |
TOTAL PARTNERS' EQUITY | 42,535 | 3,682 |
TOTAL LIABILITIES AND PARTNERS' EQUITY | $ 59,350 | $ 9,442 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Partners' Equity, common units authorized | 50,000,000 | 50,000,000 |
Partners' Equity, common units issued | 29,292,125 | 17,287,125 |
Partners' Equity, common units outstanding | 29,292,125 | 17,287,125 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUES | $ 342 | $ 814 |
COST OF SALES | (146) | (402) |
GROSS PROFIT | $ 196 | 412 |
EXPENSES: | ||
Research and development | 3,439 | |
Sales and marketing expense | $ 21,128 | 20,088 |
General and administrative | $ 72,515 | 71,453 |
Impairment of patent | 5,325,258 | |
TOTAL EXPENSES | $ 93,643 | 5,420,238 |
NET LOSS | $ (93,447) | $ (5,419,826) |
LOSS PER COMMON UNIT | $ 0 | $ (0.37) |
Weighted-Average Common Units Outstanding - Basic and Diluted | 23,824,872 | 14,589,536 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net Loss | $ (93,447) | $ (5,419,826) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Impairment of Patent | $ 5,325,258 | |
Shares issued for consulting services | $ 19,800 | |
Shares issued in exchange for services | 12,500 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (54,700) | |
Accounts payable | 11,055 | $ 4,010 |
NET CASH USED IN OPERATING ACTIVITIES | (104,792) | (90,558) |
FINANCING ACTIVITIES: | ||
Proceeds from private placement offering of common units | $ 100,000 | 100,000 |
Repayment of shareholder loan payable | (6,782) | |
Proceeds of loans payable- shareholder | 6,782 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | $ 100,000 | 100,000 |
(DECREASE) INCREASE IN CASH | (4,792) | $ 9,442 |
CASH - BEGINNING OF YEAR | 9,442 | |
CASH - END OF YEAR | $ 4,650 | $ 9,442 |
STATEMENTS OF CHANGES IN PARTNE
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - USD ($) | Common Units [Member] | Partners' Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 5,448,333 | $ (124,825) | $ 5,323,508 | |
Balance, units at Dec. 31, 2013 | 13,127,125 | |||
Sale of Common Units | $ 100,000 | $ 100,000 | ||
Sale of Common Units, units | 200,000 | |||
Common Units issued for prepaid consulting services | ||||
Execution of Stock Options | 3,960,000 | |||
Net Loss | $ (5,419,826) | $ (5,419,826) | ||
Balance at Dec. 31, 2014 | $ 5,548,333 | $ (5,544,651) | 3,682 | |
Balance, units at Dec. 31, 2014 | 17,287,125 | |||
Common Units Issued in exchange for services | 12,500 | 12,500 | ||
Common Units Issued in exchange for services, units | 25,000 | |||
Common Units issued for prepaid consulting services | 19,800 | 19,800 | ||
Common Units issued for prepaid consulting services, units | 1,980,000 | |||
Private Placement | $ 100,000 | 100,000 | ||
Private Placement, units | 10,000,000 | |||
Net Loss | $ (93,447) | (93,447) | ||
Balance at Dec. 31, 2015 | $ 5,680,633 | $ (5,638,098) | $ 42,535 | |
Balance, units at Dec. 31, 2015 | 29,292,125 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION VPR Brands, LP (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 June 18, 2009, we merged with a Delaware corporation and became Jobsinsite, Inc. 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. On September 2, 2015, we amended our articles of incorporation to change our name to VPR Brands, LP. We are managed by Soleil Capital Management LLC, a Delaware limited liability company. Business Description The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the US and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We market a brand of electronic cigarette e-liquids marketed under the brand Helium in the United States and are undertaking efforts in the future to establish distribution of our electronic cigarette brand in China. We are currently also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United 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 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. Revenue is recognized when persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. 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 advances to supplies, and accounts payable 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) There are no financial instruments measured at fair value. 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 anti-dilutive. 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 The Company is considered a partnership for income tax purposes. Accordingly, the partners report the Partnership's taxable income or loss on their individual tax returns. 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 corporations 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, 2015 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. In May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The ASU allows for the use of either the full or modified retrospective transition method, and the standard will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements, as well as which transition method we intend to use In July 2015, the FASB issued ASU 2015-11, "Inventory." ASU 2015-11 simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not expect ASU 2015-11 will have a material impact on its statement of financial position or financial statement disclosures. In August 2014, the FASB issued ASU No 2014-15, "Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern," which the intent is to define the Company's responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. This ASU will be effective for the Company November 1, 2017. The Company will prospectively apply the guidance as applicable and does not expect ASU 2014-15 to have a material impact on its statement of financial position or financial statement disclosures. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
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, has a net loss of $93,447 for the year ended December 31, 2015 and has an accumulated loss of $5,638,098 at December 31, 2015. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its common unit holders, 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 Companys 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. The Company plans to pursue equity funding to expand its brand. Through equity funding and the current operations, the Company expects to meet its current capital needs. There can be no assurance that the Company will be able raise sufficient working capital. If the Company is unable to raise the necessary working capital through the equity funding it will be forced to continue relying on cash from operations in order to satisfy its current working capital needs. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [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, 2015, 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. |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | NOTE 5: RELATED PARTY During years ended December 31, 2014 and 2015, the Company had made payments to related parties for expenses and reimbursement of costs. During 2014, the Company paid $10,607 to Jon Pan for reimbursement expenses . In addition, in 2015 the Company paid an additional $1,000 to Jon Pan Custom Management Company, wholly owned by Jon Pan. Also during 2015 Jon Pan reimbursed the Company $4,000 for prior expenses refunded to him. During 2014, the Company paid $10,682 to Greenworld Technologies (Greenworld) for sales and marketing costs for the Company. Greenworld is a marketing company wholly owned by Jon Pan. In addition, in 2015, the Company paid an additional $5,200 to Greenworld for marketing expenses. During 2015, the Company paid InGear, Inc. $5,622 for expenses paid for by InGear and inventory that was used during the year. InGear, Inc. is a company owned by the CEO Kevin Frija. An additional $3,900 of expenses was accrued by the Company in 2015 and was paid in 2016. No payments were made to InGear in 2014. |
EQUITY AND COMMON UNITS
EQUITY AND COMMON UNITS | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
EQUITY AND COMMON UNITS | NOTE 6: 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 Frija, Ralph Frija and Jacob Levy exercised 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. On May 29, 2015, the Company, entered into a Share Purchase Agreement with Kevin Frija (Frija Share Purchase Agreement) for a private placement (Private Placement) of up to 50,000,000 common units representing limited partnership interest of the Company. The Private Placement has been expected to occur in multiple tranches. For the first tranche, on June 4, 2015, the Company issued 10,000,000 shares of its Common Units to Kevin Frija at a purchase price of $0.01 per share, resulting in gross proceeds of $100,000 to the Company. In subsequent tranches, Kevin Frija has the right to buy an additional 40,000,000 Common Units at a purchase price of $0.01 per share. The Company has been expecting to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches of the Private Placement, which is expected to be completed by September, 2016. No placement agent has participated in the Private Placement. In connection with the Share Purchase Agreement, the Company has named Kevin Frija chief executive officer and chairman of the board of directors of the Company and as a manager of the Companys general partner, Soleil Capital Management LLC (the General Partner). Contemporaneous with Mr. Frijas appointment as chief executive officer and chairman of the board of Directors, the Companys current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively, have resigned from their respective positions. Notwithstanding, Mr. Greg Pan continues to serve as a member of the board of directors of the Company and as a manager of the General Partner and Mr. Jon Pan continues to serve as a consultant to the Company. In consideration his resignation as chief executive officer, the Company and the General Partner have entered into that certain Share Purchase Agreement with John Pan wherein the Company agreed to grant Jon Pan the right to purchase 10,000,000 of the Companys Common Units, at a price of $0.01 per share. The Company, Soleil Capital Management LLC and Greg Pan entered into a Termination of Share Purchase Agreement on August 18, 2015, which terminated the Share Purchase Agreement, dated June 1, 2015, among the Company, Soleil Capital Management LLC and Greg Pan. In April 2015, the Company issued 25,000 of the Companys Common Units to a third party in exchange for consulting sales and marketing services for the Company valued at $12,500. In August 2015, the Company issued 1,980,000 of the Companys common unit to the former CEO, Jon Pan in exchange consulting services totaling $19,800. |
ASSET PURCHASE AND INTANGIBLE A
ASSET PURCHASE AND INTANGIBLE ASSET | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ASSET PURCHASE AND INTANGIBLE ASSET | NOTE 7: ASSET PURCHASE AND INTANGIBLE ASSET On December 27, 2013, the Company entered into a patent acquisition agreement (the "Purchase Agreement"), by and among VPR Brands and Guocheng "Greg" Pan, pursuant to which VPR Brands 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, VPR Brands issued to Mr. Pan (and certain of his designees) 10,501,700 common units representing limited partnership units of VPR Brands and a warrant to purchase 2,000,000 common units representing limited partnership units of VPR Brands. The warrants entitle Mr. Pan (or his designees) to purchase VPR Brands common units at $0.15 per common unit with an expiration date ten years from the effective date of the Purchase Agreement. 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. During the year ended December 31, 2014 the Company determined due to lack of sales and projected sales and competition in the industry the value of the patent should be significantly reduced. As a result the Company has impaired the entire patent in 2014. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7: SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements have been issues. Other then what is discussed below, there have been no other subsequent events On March 28, 2016, Mr. Frija exercised a right to buy 15,000,000 shares of the Common Units at a purchase price of $0.01 per share, resulting in 15,000,000 shares of Common Units issued to Mr. Frija in exchange for gross proceeds of $150,000 to the Company, pursuant to the terms of the Frija Share Purchase Agreement, leaving a balance of 25,000,000 shares of Common Units to purchase at $0.01 per share under the right to buy under the Frija Share Purchase Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United 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 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. Revenue is recognized when persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. |
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 advances to supplies, and accounts payable 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) There are no financial instruments measured at fair value. |
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 anti-dilutive. |
Long-Lived Assets | 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 The Company is considered a partnership for income tax purposes. Accordingly, the partners report the Partnership's taxable income or loss on their individual tax returns. |
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 corporations 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, 2015 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. In May 2014, the FASB issued ASU 2014-09, which establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. The ASU allows for the use of either the full or modified retrospective transition method, and the standard will be effective for us in the first quarter of our fiscal year 2019, although early adoption is permitted. We are currently evaluating the impact of this new standard on our consolidated financial statements, as well as which transition method we intend to use In July 2015, the FASB issued ASU 2015-11, "Inventory." ASU 2015-11 simplifies the measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company does not expect ASU 2015-11 will have a material impact on its statement of financial position or financial statement disclosures. In August 2014, the FASB issued ASU No 2014-15, "Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern," which the intent is to define the Company's responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. This ASU will be effective for the Company November 1, 2017. The Company will prospectively apply the guidance as applicable and does not expect ASU 2014-15 to have a material impact on its statement of financial position or financial statement disclosures. |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
GOING CONCERN [Abstract] | ||
Net loss | $ 93,447 | $ 5,419,826 |
Accumulated deficit | $ 5,638,098 | $ 5,544,651 |
RELATED PARTY (Details)
RELATED PARTY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Mr. Jon Pan [Member] | ||
Related Party Transaction [Line Items] | ||
Expenses incurred with related party | $ 1,000 | $ 10,607 |
Amounts reimbursed from related party | 4,000 | |
Greenworld Technologies [Member] | ||
Related Party Transaction [Line Items] | ||
Expenses incurred with related party | 5,200 | $ 10,682 |
Igear Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Expenses incurred with related party | 5,622 | |
Due to related parties | $ 3,900 |
EQUITY AND COMMON UNITS (Detail
EQUITY AND COMMON UNITS (Details) - USD ($) | Sep. 23, 2014 | Sep. 06, 2014 | Aug. 19, 2014 | Jul. 10, 2014 | Aug. 31, 2015 | Apr. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Warrant or Right [Line Items] | |||||||||
Sale of Common Units, units | 200,000 | ||||||||
Aggregate proceeds from sale of common units | $ 100,000 | ||||||||
Purchase price for each common unit | $ 0.50 | ||||||||
Common Units Issued in exchange for services | $ 12,500 | ||||||||
Private Placement | 100,000 | ||||||||
Common Units issued for prepaid consulting services | $ 19,800 | ||||||||
Common Units [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Common Units, units | 200,000 | ||||||||
Common Units Issued in exchange for services | $ 12,500 | ||||||||
Common Units Issued in exchange for services, units | 25,000 | 25,000 | |||||||
Private Placement | |||||||||
Private Placement, units | 10,000,000 | ||||||||
Common Units issued for prepaid consulting services | |||||||||
Common Units issued for prepaid consulting services, units | 1,980,000 | ||||||||
Mr. Jon Pan [Member] | Common Units [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase price for each common unit | $ 0.01 | ||||||||
Share Purchase Agreement, total units to be issued | 10,000,000 | ||||||||
Common Units issued for prepaid consulting services | $ 19,800 | ||||||||
Common Units issued for prepaid consulting services, units | 1,980,000 | ||||||||
Mr. Kevin Frijia [Member] | Common Units [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase price for each common unit | $ 0.01 | ||||||||
Share Purchase Agreement, total units to be issued | 50,000,000 | ||||||||
Private Placement | $ 100,000 | ||||||||
Private Placement, units | 10,000,000 | ||||||||
Mr. Kevin Frijia [Member] | Forecast [Member] | Common Units [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase price for each common unit | $ 0.01 | ||||||||
Private Placement | $ 400,000 | ||||||||
Private Placement, units | 40,000,000 | ||||||||
Mr. Adam Laufer [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants exercised cashless basis units equivalents | 990,000 | ||||||||
Warrants exercised | 2,000,000 | ||||||||
Mr. Adam Frijia [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants exercised cashless basis units equivalents | 495,000 | ||||||||
Mr. Greg Pan [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants exercised cashless basis units equivalents | 1,980,000 | ||||||||
Warrants exercised | 1,980,000 | ||||||||
Mr. Jacob Levey [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants exercised cashless basis units equivalents | 247,500 | ||||||||
Mr. Ralph Frijia [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Warrants exercised cashless basis units equivalents | 247,500 |
ASSET PURCHASE AND INTANGIBLE19
ASSET PURCHASE AND INTANGIBLE ASSET (Details) | 12 Months Ended |
Dec. 31, 2013$ / sharesshares | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Common units issued for patent acquisition | 10,501,700 |
Number of common units issuable under warrant | 2,000,000 |
Warrant exercise price | $ / shares | $ 0.15 |
Warrant term | 10 years |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 10, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||
Purchase price for each common unit | $ 0.50 | ||
Aggregate proceeds from sale of common units | $ 100,000 | ||
Mr. Kevin Frijia [Member] | Common Units [Member] | |||
Subsequent Event [Line Items] | |||
Purchase price for each common unit | $ 0.01 | ||
Mr. Kevin Frijia [Member] | Common Units [Member] | Subsequent Events [Member] | |||
Subsequent Event [Line Items] | |||
Common units issued during period | 15,000,000 | ||
Purchase price for each common unit | $ 0.01 | ||
Number of common units remaining under Share Purchase Agreement | 25,000,000 | ||
Aggregate proceeds from sale of common units | $ 150,000 |