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: | |||
Entity Registrant Name | CPSM, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Trading Symbol | swmm | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,425,203 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 83,355,960 | ||
Entity Public Float | $ 468,028 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CPSM, Inc. and Subsidiaries - C
CPSM, Inc. and Subsidiaries - Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 427,978 | $ 557,920 |
Accounts Receivable, net | 157,517 | 83,707 |
Due from Related Party | 0 | 8,139 |
Inventory | 47,054 | 62,525 |
Deposits | 2,348 | 3,000 |
Total current assets | 634,897 | 715,291 |
Property and Equipment, Net | 955,983 | 317,326 |
Deposit - Business Acquisition | 194,190 | 0 |
Deferred Tax Asset | 23,373 | 41,831 |
Intangible Assets, Net | 38,054 | 26,934 |
Total Assets | 1,846,497 | 1,101,382 |
Current liabilities: | ||
Accounts Payable and Accrued Liabilities | 127,264 | 121,669 |
Stockholder Advance Payable | 187,307 | 86,150 |
Bank Line of Credit | 20,426 | 31,136 |
Notes Payable - Current | 32,918 | 17,500 |
SBA Loan - Current | 59,262 | 56,172 |
Customer Deposits | 94,428 | 77,833 |
Total current liabilities | 521,605 | 390,460 |
Long Term Liabilities | ||
Notes Payable - Long Term | 531,728 | 69,689 |
SBA Loan - Long Term | 133,028 | 198,444 |
Promissory Note - Stockholder | 210,000 | 210,000 |
Total Liabilities | 1,396,361 | 868,593 |
Stockholders' equity: | ||
PreferredStock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding at December 31, 2015 and 2014 | 0 | 0 |
Common stock, $0.001 par value, 250,000,000 shares authorized, 83,355,960 and 81,041,422 shares issued and outstanding at December 31, 2015 and 2014 | 83,356 | 81,041 |
Additional paid-in capital | 218,423 | 140,945 |
Retained earnings | 148,357 | 10,803 |
Total stockholders' equity | 450,136 | 232,789 |
Total Liabilities and Stockholders' Equity | $ 1,846,497 | $ 1,101,382 |
CPSM, Inc. and Subsidiaries - 3
CPSM, Inc. and Subsidiaries - Consolidated Balance Sheets (Parentheticals)(USD $) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 83,355,960 | 81,041,422 |
Common stock, shares outstanding | 83,355,960 | 81,041,422 |
CPSM, Inc. and Subsidiaries - 4
CPSM, Inc. and Subsidiaries - Consolidated Statement of Income - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement | ||
Revenue | $ 4,214,558 | $ 3,401,929 |
Cost of Revenue: | ||
Purchases | 1,450,643 | 1,545,273 |
Service Costs | 1,643,721 | 918,956 |
Sales and Marketing | 49,712 | 66,461 |
General and administrative | 737,982 | 635,951 |
Depreciation and amortization | 75,580 | 57,708 |
Total Costs and Expenses | 3,957,638 | 3,224,349 |
Income from Operations | 256,920 | 177,580 |
Other (Income) Expense: | ||
Interest expense | 29,110 | 24,313 |
Other income | (962) | (5,475) |
Total Other Expense | 28,148 | 18,838 |
Income before Income Tax | 228,772 | 158,742 |
Income Tax | ||
Current | 72,760 | 4,925 |
Deferred | 18,458 | 37,192 |
Total Income Tax | 91,218 | 42,117 |
Net Income | $ 137,554 | $ 116,625 |
Net Earnings per Common Share: basic and diluted | $ 0 | $ 0 |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 81,639,413 | 72,024,725 |
Unaudited Pro Forma Tax and Net Income and Per Share Information for S Corp Period | ||
Net Income | $ 0 | $ 116,625 |
Pro Forma Income Tax Adjustment | 0 | 34,901 |
Pro Forma Net Income | $ 0 | $ 81,724 |
Pro Forma Basic and Diluted Net Earnings Per Common Share | $ 0 | $ 0 |
CPSM, Inc. and Subsidiaries - 5
CPSM, Inc. and Subsidiaries - Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 137,554 | $ 116,625 |
Adjustments to Reconcile Net Income to Net Cash provided by Operating Activities: | ||
Depreciation and amortization | 75,580 | 57,708 |
Deferred income tax expense | 18,458 | 37,192 |
Stock option expense | 3,165 | 0 |
Stock compensation expense | 47,438 | 0 |
Increease (decrease) in Cash from Change In: | ||
Accounts receivable | (73,810) | 8,596 |
Due from related party | 8,139 | (6,419) |
Inventory | 15,471 | (9,705) |
Deposits | 652 | (3,000) |
Accounts payable and accrued liabilities | 5,595 | 33,505 |
Customer deposits | 16,595 | 35,595 |
Net Cash Provided By Operating Activities | 254,837 | 270,097 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (209,852) | (103,658) |
Purchase of intangible property | (18,719) | (15,000) |
Deposit for business acquisition | (165,000) | 0 |
Net cash used in investing activities | (393,571) | (118,658) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock | 0 | 353,000 |
Payment on bank line of credit | (10,710) | (6,943) |
Payment on notes payable | (19,329) | (18,042) |
Payment on stockholder advance payable | 0 | (57,194) |
Proceeds from stockholder advance | 101,157 | 0 |
Payment on SBA loan | (62,326) | (55,869) |
Issuance of notes payable | 0 | 81,589 |
Net cash provided (used) by financing activities | 8,792 | 296,541 |
Net (decrease) increase in cash | (129,942) | 447,980 |
Cash at the beginning of the year | 557,920 | 109,940 |
Cash at the end of the year | 427,978 | 557,920 |
Supplemental disclosure of cash flow information | ||
Interest paid | 29,110 | 20,820 |
Income taxes paid | 35,324 | 0 |
Supplemental disclosure of non-cash information | ||
Property and equipment acquired through issuance of notes payable | 496,786 | 0 |
Issuance of promissory note - inccured with the acquisition of CPSM, Inc. shares | 0 | 210,000 |
Deferred income tax asset resulting from reorganization | 0 | 79,023 |
Deposit - business acquisition due to common stock issuance | $ 29,190 | $ 0 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 1 - Nature of Operations | NOTE 1 NATURE OF OPERATIONS CPSM, Inc. (CPSM) and its wholly-owned subsidiaries, Custom Pool and Spa Mechanics, Inc. (Custom Pool) , and Custom Pool Plastering, Inc. (CPP) collectively (the Company) are primarily engaged in the provision of full line pool and spa services, specializing in pool maintenance and service, repairs, leak detection, renovations, decking and remodeling. The primary market area includes Martin, Palm Beach, St Lucie, Indian River and Brevard counties, Florida. |
Note 2 - Recapitalization
Note 2 - Recapitalization | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 2 - Recapitalization | NOTE 2 - RECAPITALIZATION On September 11, 2014, through a stock exchange, CPSM acquired all of the outstanding common shares of Custom Pool. The principal shareholder of Custom Pool at the acquisition date was the Lawrence and Loreen Calarco Family Trust, (Calarco Trust) beneficially owned by Lawrence Calarco, an officer and director of the Company and Loreen Calarco an officer and director of the Company. For accounting purposes, the transaction is accounted for as a reverse recapitalization. Reverse recapitalization accounting applies when a non-operating shell company (CPSM) acquires a private operating company (Custom Pool) and the owners and management of the private operating company have actual or effective voting and operating control of the combined company. A reverse recapitalization is equivalent to the issuance of stock by the private operating company for the net monetary assets of the public shell corporation accompanied by a recapitalization with accounting similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets are recorded. On June 12, 2014, the Calarco Trust and four investors purchased approximately 98.5% of the outstanding common shares of Nevcor Business Solutions, Inc. (Nevcor). Subsequently, Nevcor was changed to CPSM, Inc. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 3 - Summary of Significant Accounting Policies | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles general accepted in the United States of America (GAAP). Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash equivalents. Substantially all of the cash and cash equivalents are placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance. Allowance for uncollectible receivables Management evaluates credit quality by evaluating the exposure to individual counterparties, and, where warranted, management also considers the credit rating or financial position, operating results and/or payment history of the counterparty. Management establishes an allowance for amounts for which collection is considered doubtful. Adjustments to previous assessments are recognized in income in the year in which they are determined. At December 31, 2015, $23,114 in receivables was reserved against and at December 31, 2014, no receivables were determined to be overdue or impaired and, accordingly, no allowance for uncollectible receivables was made. Inventory Inventory consists principally of pool chemicals and resurfacing materials. Inventory has a short turnover cycle. It is valued at the lower of cost or market using the First-in, First-out method. Property and Equipment Land is stated at cost. Property and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Land and building represent the primary office facility of the Company and the newly acquired building in Stuart, Florida. The equipment is largely comprised of computers and motor vehicles used in the pool service business. Intangible Assets Intangible assets consist primarily of customer lists and other purchased assets with a definite life, and these are amortized using the straight-line method over those estimated useful lives. Amortization expense will be approximately $13,000 for both the years ended December 31, 2016 and 2017 and $12,000 for 2018. Customer Deposits The Company collects initial deposits from customers for pool resurfacing and remediation work and recognizes the revenue when the work is completed. Revenue Recognition Revenue is recognized when the pool service is completed and the collectability is reasonably assured. For pool resurfacing and remediation work, revenue is recognized at the time of completion of the job. Stock-Based Compensation The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values. In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Compensation expense related to all awards is included in operations. Income Taxes Through June 30, 2014 the stockholders of the Company elected to be taxed as an S-Corporation for federal and state income tax purposes, all items of income and expense flowed through to the stockholders, therefore no provision for income taxes was reflected in the consolidated financial statements or for the period from January 1, 2014 through June 30, 2014. Effective July 1, 2014 the stockholders of the Company elected to be taxed as a C-Corporation and as a result income taxes are accounted for as follows: The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is more-likely-than-not to be sustained by the taxing authority as of the reporting date. If the tax position is not considered more-likely-than-not to be sustained, then no benefits of the position are recognized. Management believes there are no unrecognized tax benefits or uncertain tax positions as of December 31, 2015 and 2014. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. Basic and Diluted Net Earnings per Share The Company computes earnings per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the consolidated statements of income. Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of outstanding common shares during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. Dilutive earnings per share excludes all potential common shares if their effect is anti-dilutive. The Company issued 1,000,000 stock options in May 2015 that are potentially dilutive with the stock price closing at $0.07 per share on December 31, 2015 and the exercise price at $0.035 per share. However, no additional dilutive shares are issued under the Treasury Stock Method as the shares repurchased are equal to the shares issued. In 2014, the Company had no potential dilutive instruments and accordingly basic earnings and diluted earnings per share are the same. Effective with the Series A Preferred Stock issuance in January 2016, the if-converted method will be used in diluted earnings per share computations. Fair Value Measurement Stock options issued Generally accepted accounting principles establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys assumptions about inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company has determined the appropriate level of the hierarchy and applied it to its financial assets and liabilities. At December 31, 2015 and 2014 there were no assets or liabilities carried at fair value. Use of Estimates and Assumptions The preparation of consolidated financial statements 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 those estimates. |
Note 4 - Recent Accounting Pron
Note 4 - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 4 - Recent Accounting Pronouncements | NOTE 4 RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. ASU 2014-09 also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact the adoption of ASU 2014-09 on the Companys financial statement presentation and disclosures. In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The ASU requires equity investments to be measured at fair value with changes in fair values recognized in net earnings, simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and eliminates the requirement to disclose fair values, the methods and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost. The ASU also clarifies that the Company should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale debt securities in combination with the Company's other deferred tax assets. These amendments are effective for the Company beginning January 1, 2018. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842) which will require lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with term of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. The new ASU will require both types of leases to be recognized on the balance sheet. The ASU also will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2018 and for interim periods within those fiscal years. The Company is in the process of determining the effect of the ASU on its consolidated balance sheets and consolidated statements of income. Early application will be permitted for all organizations. |
Note 5 - Concentrations of Cred
Note 5 - Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 5 - Concentrations of Credit Risk | NOTE 5 CONCENTRATIONS OF CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At December 31, 2014 the Company had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $177,978 . Accounts receivable are financial instruments that potentially expose the Company to concentration of credit risk. However, accounts receivable of $157,517 and $83,707 at December 31, 2015 and 2014, respectively are comprised of many pool service customer accounts, none of which are individually significant in size. The Company historically has collected substantially all of its receivables. |
Note 6 - Fair Value Estimates
Note 6 - Fair Value Estimates | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 6 - Fair Value Estimates | NOTE 6 FAIR VALUE ESTIMATES The Company measures financial instruments at fair value in accordance with ASC 820, which specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys own assumptions. Management believes the carrying amounts of the Company's cash, accounts receivable, accounts payable as of December 31, 2015 and 2014 approximate their respective fair values because of the short-term nature of these instruments. The Company measures its line of credit, notes payable and loans in accordance with the hierarchy of fair value based on whether the inputs to those valuation techniques are observable or unobservable. The hierarchy is: Level 1 Quoted prices for identical instruments in active markets; Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Quoted Prices In Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Carrying (Level 1) (Level 2) (Level 3) Value At December 31, 2015 Bank line of credit - $20,426 - $20,426 Notes payable - $562,970 - $564,646 SBA loan - $192,290 - $192,290 Promissory Note - stockholder - - $175,434 $210,000 Stockholder advance payable - - $187,307 $187,307 At December 31, 2014 Bank line of credit - $31,136 - $31,136 Notes payable - $85,134 - $87,189 SBA loan - $254,616 - $254,616 Promissory Note - stockholder - - $175,434 $210,000 Stockholder advance payable - - $86,150 $86,150 |
Note 7 - Property and Equipment
Note 7 - Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 7 - Property and Equipment | NOTE 7 PROPERTY AND EQUIPMENT Property and equipment consisted of: Property & Equipment December 31, 2015 December 31, 2014 Land $ 178,980 $ 82,980 Buildings 565,215 140,715 Equipment 18,079 7,479 Furniture and Fixtures 10,707 5,707 Motor Vehicles 395,012 266,524 Total, at Cost $ 1,167,993 $ 503,405 Accumulated Depreciation 212,010 186,079 Net Property & Equipment $ 955,983 $ 317,326 On August 4, 2015, the Company entered into a written agreement to purchase a 5,600 square foot, free standing, commercial building in the amount of $480,000. The Company secured a ten-year mortgage from a local banking institution with a required 20% deposit at a rate of 3.99%. The transaction closed in October 2015. (See Note 11, Notes Payable, for terms of the note secured by the commercial building). |
Note 8 - Deposit - Business Acq
Note 8 - Deposit - Business Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 8 - Deposit - Business Acquisition | NOTE 8 DEPOSIT BUSINESS ACQUISITION Year ended December 31, 2015 On December 30, 2015, the Company made a deposit of $(165,000) to acquire a pool servicing company, Sundook Advanced Pool Services LLC, in Stuart, FL. Additionally, the Company issued 417,000 shares of restricted stock, valued at $29,190. The total value of the transaction will not exceed $215,000 (See Note 18, Subsequent Events). The transaction closed on January 5, 2016. |
Note 9 - Stockholder Advance Pa
Note 9 - Stockholder Advance Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 9 - Stockholder Advance Payable | NOTE 9 STOCKHOLDER ADVANCE PAYABLE At December 31, 2015 and 2014, the Company had an advance payable of $187,307 and $86,150 respectively, from the Calarco Trust, beneficially owned by Lawrence Calarco, an officer and director of the Company and Loreen Calarco an officer and director of the Company. The advance payable was used for expenditures on behalf of Custom Pool. The terms of the advance payable are non-interest bearing and it is due on demand. |
Note 10 - Bank Line of Credit
Note 10 - Bank Line of Credit | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 10 - Bank Line of Credit | NOTE 10 BANK LINE OF CREDIT The Company maintains a $50,000 revolving line of credit with a regional bank. The line of credit has a ten year maturity, but is due upon demand by the bank. The interest rate is currently 5.25%, and it is a floating rate, 2.0% over the Wall Street Journal Prime Rate Index. The outstanding balance as of December 31, 2015 and 2014, respectively is $20,426 and $31,136 . The Company is currently in compliance with the terms of the line of credit. |
Note 11 - Notes Payable
Note 11 - Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 11 - Notes Payable | NOTE 11 NOTES PAYABLE At December 31, 2015 and 2014 the Company has $564,646 and $87,189 respectively, in notes payable secured against the newly acquired building in 2015 and motor vehicles used in the pool services and pool plastering business. The outstanding balance of $56,880 for the loan against the pool plastering pump truck is the largest of the motor vehicle loans. The interest rates range from 2.99% to 5.75% and the maturities range from three to six years. The Company is currently in compliance with the terms of the loans. The note for the acquisition of the new building in Stuart, FL. has an outstanding balance of $397,335 at December 31, 2015. The note carries an interest rate of 3.99% and matures in October 2025. The Company is current with all payments and terms of the note. |
Note 12 - Long Term Loans
Note 12 - Long Term Loans | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 12 - Long Term Loans | NOTE 12 LONG TERM LOANS At December 31, 2015 and 2014, the Company has a long term loan from Wells Fargo Bank which is guaranteed in case of default by the Company, by the Small Business Administration. The terms of the loan have a floating interest rate of 2.00% over the Wall Street Journal Prime Rate Index, with the interest rate currently at 5.50%. The loan matures in January 2019. The loan is secured by all of the assets of Custom Pool and by personal guaranties of Lawrence and Loreen Calarco. The outstanding balance of the loan at December 31, 2015 and 2014 is $192,290 and $254,616 respectively. The Company is currently in compliance with the terms of this loan. At December 31, 2015 and 2014, the Company has a Promissory Note from a stockholder for $210,000 , which was incurred with the acquisition of the common stock of CPSM, Inc. The term of the Promissory Note is 5 years and the note has an interest rate set at the 5 Year Treasury Note rate, currently set at 1.69% and which resets annually on June 3. The principal is due on the final maturity of June 3, 2019. The Company has not paid interest, but has accrued interest expense of $5,496 and $1,991 as of December 31, 2015 and 2014. The Company is in compliance with the provisions of this Note. The long term debt repayments are as follows: 2016 2017 2018 2019 2020 Thereafter Total Notes Payable: $51,187 $51,071 $51,344 $49,737 $33,677 $327,630 $564,646 SBA Loan 59,262 62,521 65,960 4,547 - - 192,290 Promissory Note - Stockholder - - - 210,000 - - 210,000 Total Repayments $110,449 $113,592 $117,304 $264,284 $33,677 $327,630 $966,936 |
Note 13 - Income Tax
Note 13 - Income Tax | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 13 - Income Tax | NOTE 13 INCOME TAX For pro forma purposes on the consolidated statements of operations in 2014, the Companys operations are combined with Custom Pools and a pro forma income tax expense is presented. The tax expense is at the statutory federal and state income tax rates. Prior to July 1, 2014, Custom Pool was an S Corporation and as such was a pass-through entity and was not required to pay income taxes. As of December 31, 2015, the U.S. Federal and Florida income tax returns filed prior to 2012 are no longer subject to examination by the respective taxing authorities. The differences between the statutory Federal income tax rate and the effective tax rate are summarized as follows for the years ended December 31, 2015 and 2014: Income Taxes at Statutory Rate $77,765 34.00% $53,972 34.00% Increase (Decrease) in Taxes Resulting From: State Taxes, net of Federal Tax Benefit 6,525 2.9 83 0.1 Graduated Tax Rates (4,767) (2.1) (6,238) (3.9) Change in Entity to C Corporation - - (6,478) (4.1) Other, Net 11,695 5.1 778 0.4 Income Taxes $91,218 39.9% $42,117 26.5% Deferred income taxes primarily relate to differences between the amounts recorded for financial reporting purposes and the amounts recorded for income tax purposes. Significant components of the Companys deferred tax assets and liabilities are as follows as of December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Organizational Costs $72,116 $77,267 Stock Based Compensation 1,191 - Depreciation (36,792) (15,723) Accrual to Cash Conversion (13,142) (19,713) Deferred Income Tax Assets $23,373 $41,831 |
Note 14 - Preferred Stock
Note 14 - Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 14 - Preferred Stock | NOTE 14 PREFERRED STOCK In December 2015, the Company authorized 50,000,000 shares of Series A Preferred Stock, with a $0.0001 par value. The Series A Preferred has an 8% dividend paid quarterly, and is convertible into common stock at $0.08 per common share. The Series A Preferred is senior to the common stock as to dividends, and any liquidation, dissolution or winding up of the Company. The Series A Preferred also has certain voting and registration rights. As of December 31, 2015, no Series A Preferred shares had been issued. Nevertheless, see Note 18, Subsequent Events for further information. |
Note 15 - Common Stock
Note 15 - Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 15 - Common Stock | NOTE 15 - COMMON STOCK Prior to the consummation of the recapitalization transaction CPSM had 8,300,951 shares of common stock outstanding, exclusive of common shares held by the Calarco Trust. Post recapitalization, the Company issued 7,300,000 common shares between $0.01 per share and $0.05 per share for $353,000 of gross and net proceeds. At December 31, 2015 and 2014, the Company has 81,041,422 common shares issued and outstanding. |
Note 16 - 2014 Stock Awards Pla
Note 16 - 2014 Stock Awards Plan | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 16 - 2014 Stock Awards Plan | NOTE 16 2014 STOCK AWARDS PLAN In November 2014, the board of directors of the Company approved the adoptions of a Stock Awards Plan. The purpose is to provide a means through which the Company may attract, retain and motivate employees, directors and persons affiliated with the Company, including, but not limited to, non-employee consultants, and to provide a means whereby such persons can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company. A further purpose of the Plan is to provide such participants with additional incentive and reward opportunities designed to enhance the profitable growth and increase stockholder value of the Company. A total of 7,000,000 shares was authorized to be issued under the plan. For incentive stock options, at the grant date the stock options exercise price is required to be at least 110% of the fair value of the Companys common stock. The Plan permits the grants of common stock or options to purchase common stock. As plan administrator, the Board of Directors has sole discretion to set the price of the options. Further, the Board of Directors may amend or terminate the plan. On May 27, 2015, the Board of Directors granted two individuals 500,000 options each. After issuance of the stock options, there are 6,000,000 shares available for issuance. The stock options have a five year maturity, vesting ratably over that period. A summary of the stock option activity over the year ended December 31, 2015 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000's) Outstanding at January 1, 2015 - - - - Granted 1,000,000 $0.035 5 years - Exercised - - - - Forfeited - - - - Outstanding at December 31, 2015 1,000,000 $0.035 5 years - Exercisable at December 31, 2015 119,452 $0.035 4.4 years - The Company expensed $3,165 of stock option compensation for the year ended December 31, 2015. Unrecognized compensation expense was $23,335 at December 31, 2015. The Company recognized a tax benefit of $1,191 in 2015 due to stock option compensation expense. During the year ended December 31, 2015, 1,000,000 stock options were granted with the fair value estimated on the date of grant using the following assumptions and the Black Scholes options pricing model: Dividend Yield - Expected Volatility 113.19% Risk Free Interest Rate 1.57% Expected Life 5 years Per Share Grant Date Fair 0.0265 Value of Options Issued - A total of 6,000,000 shares are available for grant at December 31, 2015. |
Note 17 - Commitments and Conti
Note 17 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 17 - Commitments and Contingencies | NOTE 17 COMMITMENTS AND CONTINGENCIES Per Agreement, the Company issued 1,897,538 common shares for services provided by an individual. The stock was valued at $0.025 per share, which was the fair market value at the date of issuance. The Company also recognized stock compensation expense of $47,438 in connection with the common stock issuance. The Company does not have any significant or long term commitments. The Company is not currently subject to any litigation. |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 18 - Subsequent Events | NOTE 18 - SUBSEQUENT EVENTS On January 5, 2016, the Company closed the acquisition of Sundook Advanced Pool Services LLC (Sundook). The Company acquired 100% of Sundook and paid the Seller $165,000 and 417,000 common shares of CPSM, Inc. valued at $29,190 that are restricted per Rule 144. An additional $25,000 was escrowed pending an audit of customer account retentions after thirty days, and that deposit is still in escrow. The acquisition expands the Companys business presence in its primary market of Martin, St Lucie and Indian River counties, Florida. Sundooks pool service routes are synergistic with the Companys pool service routes and provide for more efficiency and better operating margins. The acquisition is not significant as defined by ASC 805, Business Combinations and therefore pro forma financial information is not presented. On March 18, 2016, the Company negotiated the final settlement for the acquisition of Sundook. Due to Sundook underperforming certain terms and warranties under the asset purchase agreement, the Company paid $10,000 and Sundook surrendered the 417,000 shares of the Companys stock. On January 5, 2016, the Company issued 1,562,500 shares of the Series A Preferred Stock at $0.08 per share for $125,000 to Lawrence Calarco, Chairman and CEO of the Company and to Loreen Calarco, COO of the Company. The use of proceeds was to close the acquisition of Sundook. Separately, also on March 18, 2016, the Company sold the retail store acquired in the Sundook transaction for $17,500 . The Series A Preferred Stock is convertible into the Companys common stock at $0.08 per share. At the time of the issuance of the Series A Preferred, the closing stock price of the Companys common stock was $0.07 per share and so there is not a beneficial conversion feature. The Series A Preferred is callable after six months at the option of the Company at the issue price. |
Note 3 - Summary of Significa24
Note 3 - Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Note 3 - Summary of Significa25
Note 3 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles general accepted in the United States of America (GAAP). |
Note 3 - Summary of Significa26
Note 3 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash equivalents. Substantially all of the cash and cash equivalents are placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance. |
Note 3 - Summary of Significa27
Note 3 - Summary of Significant Accounting Policies: Allowance For Uncollectible Receivables (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Allowance For Uncollectible Receivables | Allowance for uncollectible receivables Management evaluates credit quality by evaluating the exposure to individual counterparties, and, where warranted, management also considers the credit rating or financial position, operating results and/or payment history of the counterparty. Management establishes an allowance for amounts for which collection is considered doubtful. Adjustments to previous assessments are recognized in income in the year in which they are determined. At December 31, 2015, $23,114 in receivables was reserved against and at December 31, 2014, no receivables were determined to be overdue or impaired and, accordingly, no allowance for uncollectible receivables was made. |
Note 3 - Summary of Significa28
Note 3 - Summary of Significant Accounting Policies: Inventory (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Inventory | Inventory Inventory consists principally of pool chemicals and resurfacing materials. Inventory has a short turnover cycle. It is valued at the lower of cost or market using the First-in, First-out method. |
Note 3 - Summary of Significa29
Note 3 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Property and Equipment | Property and Equipment Land is stated at cost. Property and equipment are carried at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Land and building represent the primary office facility of the Company and the newly acquired building in Stuart, Florida. The equipment is largely comprised of computers and motor vehicles used in the pool service business. |
Note 3 - Summary of Significa30
Note 3 - Summary of Significant Accounting Policies: Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Intangible Assets | Intangible Assets Intangible assets consist primarily of customer lists and other purchased assets with a definite life, and these are amortized using the straight-line method over those estimated useful lives. Amortization expense will be approximately $13,000 for both the years ended December 31, 2016 and 2017 and $12,000 for 2018. |
Note 3 - Summary of Significa31
Note 3 - Summary of Significant Accounting Policies: Customer Deposits (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Customer Deposits | Customer Deposits The Company collects initial deposits from customers for pool resurfacing and remediation work and recognizes the revenue when the work is completed. |
Note 3 - Summary of Significa32
Note 3 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Revenue Recognition | Revenue Recognition Revenue is recognized when the pool service is completed and the collectability is reasonably assured. For pool resurfacing and remediation work, revenue is recognized at the time of completion of the job. |
Note 3 - Summary of Significa33
Note 3 - Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Stock-based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values. In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Compensation expense related to all awards is included in operations. |
Note 3 - Summary of Significa34
Note 3 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Income Taxes | Income Taxes Through June 30, 2014 the stockholders of the Company elected to be taxed as an S-Corporation for federal and state income tax purposes, all items of income and expense flowed through to the stockholders, therefore no provision for income taxes was reflected in the consolidated financial statements or for the period from January 1, 2014 through June 30, 2014. Effective July 1, 2014 the stockholders of the Company elected to be taxed as a C-Corporation and as a result income taxes are accounted for as follows: The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is more-likely-than-not to be sustained by the taxing authority as of the reporting date. If the tax position is not considered more-likely-than-not to be sustained, then no benefits of the position are recognized. Management believes there are no unrecognized tax benefits or uncertain tax positions as of December 31, 2015 and 2014. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. |
Note 3 - Summary of Significa35
Note 3 - Summary of Significant Accounting Policies: Basic and Diluted Net Earnings Per Share (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Basic and Diluted Net Earnings Per Share | Basic and Diluted Net Earnings per Share The Company computes earnings per share in accordance with ASC-260, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the consolidated statements of income. Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of outstanding common shares during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. Dilutive earnings per share excludes all potential common shares if their effect is anti-dilutive. The Company issued 1,000,000 stock options in May 2015 that are potentially dilutive with the stock price closing at $0.07 per share on December 31, 2015 and the exercise price at $0.035 per share. However, no additional dilutive shares are issued under the Treasury Stock Method as the shares repurchased are equal to the shares issued. In 2014, the Company had no potential dilutive instruments and accordingly basic earnings and diluted earnings per share are the same. Effective with the Series A Preferred Stock issuance in January 2016, the if-converted method will be used in diluted earnings per share computations. |
Note 3 - Summary of Significa36
Note 3 - Summary of Significant Accounting Policies: Fair Value Measurement (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Fair Value Measurement | Fair Value Measurement Stock options issued Generally accepted accounting principles establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys assumptions about inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company has determined the appropriate level of the hierarchy and applied it to its financial assets and liabilities. At December 31, 2015 and 2014 there were no assets or liabilities carried at fair value. |
Note 3 - Summary of Significa37
Note 3 - Summary of Significant Accounting Policies: Use of Estimates and Assumptions (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Policies | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of consolidated financial statements 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 those estimates. |
Note 6 - Fair Value Estimates_
Note 6 - Fair Value Estimates: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Quoted Prices In Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Carrying (Level 1) (Level 2) (Level 3) Value At December 31, 2015 Bank line of credit - $20,426 - $20,426 Notes payable - $562,970 - $564,646 SBA loan - $192,290 - $192,290 Promissory Note - stockholder - - $175,434 $210,000 Stockholder advance payable - - $187,307 $187,307 At December 31, 2014 Bank line of credit - $31,136 - $31,136 Notes payable - $85,134 - $87,189 SBA loan - $254,616 - $254,616 Promissory Note - stockholder - - $175,434 $210,000 Stockholder advance payable - - $86,150 $86,150 |
Note 7 - Property and Equipme39
Note 7 - Property and Equipment: Schedule of Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Property and Equipment | Property & Equipment December 31, 2015 December 31, 2014 Land $ 178,980 $ 82,980 Buildings 565,215 140,715 Equipment 18,079 7,479 Furniture and Fixtures 10,707 5,707 Motor Vehicles 395,012 266,524 Total, at Cost $ 1,167,993 $ 503,405 Accumulated Depreciation 212,010 186,079 Net Property & Equipment $ 955,983 $ 317,326 |
Note 12 - Long Term Loans_ Sche
Note 12 - Long Term Loans: Schedule of Maturities of Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Maturities of Long-term Debt | 2016 2017 2018 2019 2020 Thereafter Total Notes Payable: $51,187 $51,071 $51,344 $49,737 $33,677 $327,630 $564,646 SBA Loan 59,262 62,521 65,960 4,547 - - 192,290 Promissory Note - Stockholder - - - 210,000 - - 210,000 Total Repayments $110,449 $113,592 $117,304 $264,284 $33,677 $327,630 $966,936 |
Note 13 - Income Tax_ Schedule
Note 13 - Income Tax: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Income Taxes at Statutory Rate $77,765 34.00% $53,972 34.00% Increase (Decrease) in Taxes Resulting From: State Taxes, net of Federal Tax Benefit 6,525 2.9 83 0.1 Graduated Tax Rates (4,767) (2.1) (6,238) (3.9) Change in Entity to C Corporation - - (6,478) (4.1) Other, Net 11,695 5.1 778 0.4 Income Taxes $91,218 39.9% $42,117 26.5% |
Note 13 - Income Tax_ Schedul42
Note 13 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2015 December 31, 2014 Organizational Costs $72,116 $77,267 Stock Based Compensation 1,191 - Depreciation (36,792) (15,723) Accrual to Cash Conversion (13,142) (19,713) Deferred Income Tax Assets $23,373 $41,831 |
Note 16 - 2014 Stock Awards P43
Note 16 - 2014 Stock Awards Plan: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000's) Outstanding at January 1, 2015 - - - - Granted 1,000,000 $0.035 5 years - Exercised - - - - Forfeited - - - - Outstanding at December 31, 2015 1,000,000 $0.035 5 years - Exercisable at December 31, 2015 119,452 $0.035 4.4 years - |
Note 16 - 2014 Stock Awards P44
Note 16 - 2014 Stock Awards Plan: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Dividend Yield - Expected Volatility 113.19% Risk Free Interest Rate 1.57% Expected Life 5 years Per Share Grant Date Fair 0.0265 Value of Options Issued - |
Note 3 - Summary of Significa45
Note 3 - Summary of Significant Accounting Policies: Allowance For Uncollectible Receivables (Details) | Dec. 31, 2015USD ($) |
Details | |
Receivables reserved against | $ 23,114 |
Note 3 - Summary of Significa46
Note 3 - Summary of Significant Accounting Policies: Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Details | ||
Amortization of Intangible Assets | $ 12,000 | $ 13,000 |
Note 3 - Summary of Significa47
Note 3 - Summary of Significant Accounting Policies: Basic and Diluted Net Earnings Per Share (Details) - $ / shares | 1 Months Ended | |
May. 31, 2015 | Dec. 31, 2015 | |
Details | ||
Stock options issued | 1,000,000 | |
Stock Options Issued Price Per Share | $ 0.035 |
Note 5 - Concentrations of Cr48
Note 5 - Concentrations of Credit Risk (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Cash and cash equivalent balances in excess of federally insured limits | $ 177,978 | |
Accounts Receivable, net | $ 157,517 | $ 83,707 |
Note 6 - Fair Value Estimates49
Note 6 - Fair Value Estimates: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Bank line of credit | $ 20,426 | $ 31,136 |
Notes payable | 564,646 | 87,189 |
SBA loan | 192,290 | 254,616 |
Promissory Note - stockholder | 210,000 | 210,000 |
Stockholder advance payable | 187,307 | 86,150 |
Fair Value, Inputs, Level 2 | ||
Bank line of credit | 20,426 | 31,136 |
Notes payable | 562,970 | 85,134 |
SBA loan | 192,290 | 254,616 |
Fair Value, Inputs, Level 3 | ||
Promissory Note - stockholder | 175,434 | 175,434 |
Stockholder advance payable | $ 187,307 | $ 86,150 |
Note 7 - Property and Equipme50
Note 7 - Property and Equipment: Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Land | $ 178,980 | $ 82,980 |
Buildings and Improvements, Gross | 565,215 | 140,715 |
Property, Plant, and Equipment, Owned, Net | 18,079 | 7,479 |
Furniture and Fixtures, Gross | 10,707 | 5,707 |
Motor Vehicles | 395,012 | 266,524 |
Property, Plant and Equipment, Gross | 1,167,993 | 503,405 |
Property, Plant, and Equipment, Owned, Accumulated Depreciation | 212,010 | 186,079 |
Property and Equipment, Net | $ 955,983 | $ 317,326 |
Note 8 - Deposit - Business A51
Note 8 - Deposit - Business Acquisition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Deposit for business acquisition | $ (165,000) | $ 0 |
Note 9 - Stockholder Advance 52
Note 9 - Stockholder Advance Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Stockholder Advance Payable | $ 187,307 | $ 86,150 |
Note 10 - Bank Line of Credit (
Note 10 - Bank Line of Credit (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Bank Line of Credit | $ 20,426 | $ 31,136 |
Note 11 - Notes Payable (Detail
Note 11 - Notes Payable (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Notes payable secured against the newly acquired building | $ 564,646 | $ 87,189 |
Interest rate on notes payable secured against the newly acquired building | 5.75% | |
Note for the acquisition of the new building in Stuart, FL | $ 397,335 | |
Interest rate on note for the acquisition of the new building in Stuart, FL | 3.99% |
Note 12 - Long Term Loans (Deta
Note 12 - Long Term Loans (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Calarco related party loan | $ 192,290 | $ 254,616 |
Promissory Note - Stockholder | 210,000 | 210,000 |
Accrued interest expense | $ 5,496 | $ 1,991 |
Note 13 - Income Tax_ Schedul56
Note 13 - Income Tax: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Organizational Costs | $ 72,116 | $ 77,267 |
Stock Based Compensation | 47,438 | |
Depreciation | (36,792) | (15,723) |
Accrual to Cash Conversion | (13,142) | (19,713) |
Deferred Tax Assets, Net, Current | $ 23,373 | $ 41,831 |
Note 15 - Common Stock (Details
Note 15 - Common Stock (Details) | Dec. 31, 2015$ / sharesshares |
Details | |
Shares, Issued | shares | 7,300,000 |
Shares Issued, Price Per Share | $ / shares | $ 0.05 |
Note 16 - 2014 Stock Awards P58
Note 16 - 2014 Stock Awards Plan (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Details | |
Stock option compensation expensed | $ 3,165 |
Unrecognized compensation expense | 23,335 |
Stock Based Compensation | $ 47,438 |
Note 17 - Commitments and Con59
Note 17 - Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Details | |
Common shares for services provided by an individual | shares | 1,897,538 |
Common shares for services provided by an individual value per share | $ / shares | $ 0.025 |
Stock Based Compensation | $ | $ 47,438 |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details) - USD ($) | Mar. 18, 2016 | Jan. 05, 2016 |
Details | ||
Amounts paid for Sundook acquisition | $ 165,000 | |
shares paid for Sundook acquisition | 417,000 | |
Value of shares paid for Sundook acquisition | $ 29,190 | |
Amounts paid for Sundook underperformance | $ 10,000 | |
Shares returned for Sundook underperformance | 417,000 | |
Preferred shares issued to Lawrence Calarco | 1,562,500 | |
Preferred shares issued to Lawrence Calarco price per share | $ 0.08 | |
Value of preferred shares issued to Lawrence Calarco price per share | $ 125,000 | |
Proceeds from sale of Sundook retail store | $ 17,500 |