Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Dec. 15, 2014 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FREEBUTTON, INC. | |
Entity Central Index Key | 1432290 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Document Type | 10-Q | |
Document Period End Date | 30-Sep-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 33,844,260 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash | $60,908 | $3,856 |
Accounts Receivable | 0 | 2,067 |
Inventory | 15,395 | 24,757 |
TOTAL CURRENT ASSETS | 76,303 | 30,680 |
OTHER ASSETS | 4,193 | 4,193 |
TOTAL ASSETS | 80,496 | 34,873 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 49,606 | 1,560 |
Convertible Promissory Notes (Note 6) | 354,095 | 0 |
Related Party Loans | 42,894 | 31,186 |
TOTAL CURRENT LIABILITIES | 446,595 | 32,746 |
TOTAL LIABILITIES | 446,595 | 32,746 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Capital stock (Note 3) | 33,844 | 500 |
Additional paid-in capital | 0 | -500 |
Subscription receivable | 83,650 | 0 |
Deficit accumulated during the development stage | -483,594 | 2,127 |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | -366,099 | 2,127 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $80,496 | $34,873 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Capital stock, Authorized shares | 75,000,000 | 75,000,000 |
Capital stock, Par value per share | $0.00 | $0.00 |
Capital stock, Issued shares | 33,844,260 | 500 |
Capital stock, Outstanding shares | 33,844,260 | 500 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ||||
Net sales | $71,765 | $71,538 | $191,534 | $155,284 |
Cost of goods sold | -18,552 | -28,483 | -62,460 | -78,842 |
GROSS PROFITS | 53,213 | 43,055 | 129,074 | 76,442 |
EXPENSES | ||||
Selling, general and administrative | 75,714 | 25,419 | 170,631 | 50,386 |
TOTAL EXPENSES | -75,714 | -25,419 | -170,631 | -50,386 |
NET OPERATING PROFIT (LOSS): | -22,501 | 17,636 | -41,557 | 26,056 |
OTHER INCOME (EXPENSES) | ||||
Other income | 0 | 0 | 3,400 | 0 |
Loan interest | -10,639 | 0 | -10,639 | 0 |
Gain (loss) on debt settlement | 5,700 | 0 | 5,700 | 0 |
TOTAL OTHER INCOME (EXPENSES) | -4,939 | 0 | -1,539 | 0 |
NET INCOME (LOSS) | ($27,440) | $17,636 | ($43,096) | $26,056 |
BASIC PROFIT (LOSS) PER COMMON SHARE | $0 | $35.27 | $0 | $52.11 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC | 33,844,260 | 500 | 33,844,260 | 500 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
OPERATING ACTIVITIES | ||
Net income (loss) for the period | ($43,096) | $26,056 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accounts receivable | 2,067 | 0 |
Inventory | 9,362 | -48,490 |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts payables and accrued liabilities | 8,005 | 0 |
Increase (decrease) in other liability | 9,593 | -4,194 |
NET CASH USED IN OPERATING ACTIVITIES | -14,069 | -26,628 |
NET CASH USED IN INVESTING ACTIVITIES | ||
Cash assumed from share exchange agreement | 36,613 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | 36,613 | 0 |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from subscription receivable | 22,800 | 0 |
Proceeds from related parties | 11,708 | 26,681 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 34,508 | 26,681 |
NET INCREASE (DECREASE) IN CASH | 57,052 | -2,053 |
CASH, BEGINNING | 3,856 | 254 |
CASH, ENDING | 60,908 | 2,307 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Promissory note issued for assets and business acquisition | 0 | 0 |
Common stock issued for service | 0 | 0 |
Debt forgiveness of related party | $0 | $0 |
1_Nature_of_Operations_and_Bas
1. Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | The Company was incorporated on November 27, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of Ontario on February 2, 2007. On September 28, 2012, the Company with a majority of the shareholders and directors changed its name from Secured Window Blinds, Inc. to Freebutton, Inc. |
Freebutton, Inc. is now a product development and marketing company catering to the electronic vapour cigarette and accessories industry. | |
On August 14, 2014, the Company entered into a Share Exchange Agreement (the ‘Share Exchange Agreement”) which resulted in a Reverse Takeover with selling stockholders named in the prospectus, pursuant to which the Company offered and sold an aggregate of 21,000,000 shares of common stock to all the stockholders of A-1 Vapors,, Inc., a Florida corporation (“A-1 Vapors”), incorporated in the State of Florida, on April 26, 2012. The acquisition has been treated as a recapitalization of Freebutton, Inc. with A-1 Vapors, Inc. as the accounting acquirer in accordance with the Reverse Merger rules. As a result of the consummation of the Share Exchange Agreement A-1 Vapors became a wholly-owned subsidiary of the Company and the electronic cigarette business of A-1 Vapors is now the primary business of the Company. | |
Going concern | |
To date the Company has generated revenues from its business operations and has incurred operating losses since inception of $483,594. As at September 30, 2014, the Company has a working capital deficit of $385,687. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on increasing sales and raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation |
Unaudited Financial Statements | |
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
Segmented Reporting | |
Financial Accounting Standards Board (“FSAB”) Accounting Standard Codification (“ASC”) 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers. | |
Comprehensive Loss | |
FASB Statement Number 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | |
Use of Estimates and Assumptions | |
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates. | |
Financial Instruments | |
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | |
Revenue Recognition | |
It is our policy that revenues are recognized in accordance with ASC 605-10. Under ASC 605-10, product revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed and determinable and collectability is reasonably assured. Revenue is recognized at the point of sale for in person purchases and upon shipping for Internet sales. | |
Loss per Common Share | |
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share. | |
Income Taxes | |
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the | |
opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. | |
Principles of consolidation | |
The Company consolidates its 100% owned subsidiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation”. All intercompany transactions and balances have been eliminated. | |
Inventory | |
We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product. | |
Stock-based Compensation | |
The Company follows FASB ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. No stock-based compensation have been issued as of September 30, 2014. | |
Advertising Costs | |
The Company accounts for advertising costs in accordance with provisions in ASC 720-35-25 which states that advertising costs can be expensed as incurred or the first time the advertising takes place. | |
Recent Accounting Pronouncements | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3_Stockholders_EquityDeficit
3. Stockholders' Equity/Deficit | 9 Months Ended | ||
Sep. 30, 2014 | |||
Equity [Abstract] | |||
STOCKHOLDERS' EQUITY/DEFICIT | The Stockholders’ Equity/Deficit section of the Company contains the following classes of Capital Stock as of September 30, 2014. | ||
- | Common stock $0.001 par value: 75,000,000 shares authorized: 33,844,260 shares issued and outstanding. | ||
On August 14, 2014, 21,000,000 shares were returned to the Company in anticipation of the acquisition of A1 Vapors, Inc. | |||
On August 14, 2014, the Company entered into a Share Exchange Agreement (the ‘Share Exchange Agreement”) with selling stockholders named in the prospectus, pursuant to which the Company offered and sold an aggregate of 21,000,000 shares of common stock to all the stockholders of A-1 Vapors, Inc., a Florida corporation (“A-1 Vapors”). | |||
As a result of the Reverse Merger with A-1 Vapors, Inc. and Freebutton, Inc. carried forward 12,844,260 commons shares, and subscription receivable representing 272,336 common shares valued at $342,231 in net liabilities assumed of Freebutton, Inc. prior to August 14, 2014. The net liabilities consisted of $36,613 in cash, $24,749 in accrued liabilities and $354,095 in promissory notes and $24,749 in accrued liabilities. | |||
On August 14, 2014, the Company converted $10,851 of debt in Subscription receivables to issue 72,336 common shares through a debt conversion agreement at $0.15 per share. | |||
On September 25, 2014, the Company received $22,800 in Subscription receivables to issue 152,000 common shares through a private placement at $0.15 per share. | |||
Subsequent to the period on October 6, 2014, the Company received $$27,200 in Subscription receivables to issue 181,333 common shares through a private placement at $0.15 per share. |
4_Related_Party_Transactions
4. Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The Company entered into the following transactions with a related party: |
As of the period ending September 30, 2014, the CEO has advanced $38,358 and the COO has advanced $4,536 to the Company. The advances are unsecured, non-interest bearing and are payable on demand. | |
Management Contracts | |
On August 15, 2014 A-1 Group, Inc., (the “Company”) signed an initial two (2) year Employment Agreement with it Chief Executive Officer. The Company has agreed to a salary of $3,500 per month starting September 1, 2014 and a lump sum signing bonus of $10,000 due on August 29, 2014. | |
On August 15, 2014 A-1 Group, Inc., (the “Company”) signed an initial two (2) year Employment Agreement with it Chief Operating Officer. The Company has agreed to a salary of $3,500 per month starting September 1, 2014. | |
During the nine month period ending September 30, 2014, the Company accrued $17,000 in management fees of which $3,500 had been paid as of September 30, 2014. The remaining outstanding balance of $13,500 was paid subsequent to the period in October 2014. |
5_Commitments
5. Commitments | 9 Months Ended | ||
Sep. 30, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
5. Commitments | The Company began leasing kiosk space in greater Miami in 2013 and run through 2015. At September 30, 2014, contractual obligations were as follows: | ||
· | Period beginning October 1, 2014 to December 31, 2014 - Rent Obligations - $27,327 | ||
· | Period ending December 31, 2015 – Rent Obligations - $39,125 | ||
6_Convertible_Promissory_Note
6. Convertible Promissory Note | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTE | On October 23, 2013 the Company signed a Convertible Promissory Note for $10,000, with an interest rate of 8% with a maturity date of October 23, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $90,000 at a differing price. |
On December 23, 2013 the Company signed a Convertible Promissory Note for $20,000, with an interest rate of 8% with a maturity date of December 23, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $180,000 at a differing price. | |
On March 11, 2014 the Company signed a consolidated and extension of the Company’s Promissory Notes. The New total amount of the combined Promissory Note is $307,266 with an interest rate of 8% and maturity date of August 28, 2014. . The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $1,000,000 at a differing price. In the event the Company does not pay the outstanding balance by August 28, 2014, the interest rate of the Promissory Note increases to 12% per annum. The promissory note is in default and the 12% interest rate is in effect. | |
On June 20, 2014 the Company signed a Convertible Promissory Note for $16,828, with an interest rate of 8% with a maturity date of December 20, 2014. The issuer of the Convertible Promissory Note has the option to convert all or portion of the Promissory Note into common shares of the Company. The Conversion price share would be $0.10, unless the Company has, between the issue date of the Promissory Note and its Maturity date, sold its capital stock in financing in which the Company received gross proceeds of an excess of $152,000 at a differing price. | |
The conversion of the Promissory Note(s) is contingent upon an “Event Default” and the Promissory Note is not currently convertible. If the Promissory Note does become convertible the non-cash expense to the Company is dependent on the trading value of the Company’s stock on the day of conversion and the $0.10 conversion price. The estimated non-cash expense if the Promissory notes had been converted as of September 30, 2014 would have been $678,735. |
7_Asset_and_Business_Acquisiti
7. Asset and Business Acquisition | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | |
ASSET AND BUSINESS ACQUISITION | A1 Vapors, Inc. – Share Exchange Agreement |
On August 14, 2014 FreeButton entered into an exchange agreement (the “Exchange Agreement”) with A1 Vapors, Inc. Under the terms of the Exchange Agreement, the shareholders of A1 Vapors, Inc. received 21,000,000 newly-issued shares of FreeButton’s Common Stock in exchange for all of A1 Vapor’s outstanding Common Stock. A1 Vapors, Inc. has become a wholly-owned subsidiary of FreeButton. The acquisition has been treated as a recapitalization of the Company with Al Vapors as the accounting acquirer in accordance with the Reverse Merger rules. As a result of the proposed consummation of the Share Exchange Agreement A1 Vapors, Inc. will become a wholly-owned subsidiary of the Company and the electronic vapour cigarette industry will become the primary business of the company. |
8_Subsequent_Events
8. Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Subsequent to the period on October 6, 2014, the Company received $$27,200 in Subscription receivables to issue 181,333 common shares through a private placement at $0.15 per share. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Unaudited Financial Statements | |
The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. | |
Segmented Reporting | Segmented Reporting |
Financial Accounting Standards Board (“FSAB”) Accounting Standard Codification (“ASC”) 280, “Disclosure about Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers. | |
Comprehensive Loss | Comprehensive Loss |
FASB Statement Number 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions |
Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain 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 period. Accordingly, actual results could differ from those estimates. | |
Financial Instruments | Financial Instruments |
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. | |
Revenue Recognition | Revenue Recognition |
It is our policy that revenues are recognized in accordance with ASC 605-10. Under ASC 605-10, product revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed and determinable and collectability is reasonably assured. Revenue is recognized at the point of sale for in person purchases and upon shipping for Internet sales. | |
Loss per Common Share | Loss per Common Share |
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, the accompanying presentation is only on the basic loss per share. | |
Income Taxes | Income Taxes |
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. | |
Principles of Consolidation | Principles of consolidation |
The Company consolidates its 100% owned subsidiary pursuant to Accounting Standards Codification (“ASC”) No. 810, “Consolidation”. All intercompany transactions and balances have been eliminated. | |
Inventory | Inventory |
We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product. | |
Stock-based Compensation | Stock-based Compensation |
The Company follows FASB ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. No stock-based compensation have been issued as of September 30, 2014. | |
Advertising Costs | Advertising Costs |
The Company accounts for advertising costs in accordance with provisions in ASC 720-35-25 which states that advertising costs can be expensed as incurred or the first time the advertising takes place. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
1_Nature_of_Operations_and_Bas1
1. Nature of Operations and Basis of Presentation (Details Narrative) (USD $) | Sep. 30, 2014 |
Accounting Policies [Abstract] | |
Working capital deficit | ($385,687) |
3_Stockholders_Equity_Details_
3. Stockholders Equity (Details Narrative) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Equity [Abstract] | ||
Stock issued in Share Exchange Agreement, shares issued | 21,000,000 | |
Debt converted, amount converted | $10,851 | |
Debt converted, stock to be issued | 72,336 | |
Proceeds from subscription receivables | $22,800 | $0 |
Shares issued from subscription | 152,000 |
4_Related_Party_Transactions_D
4. Related Party Transactions (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Management fees payable | $13,500 |
Management fees paid | 17,000 |
Chief Executive Officer [Member] | |
Due to related party | 38,358 |
Chief Operating Officer [Member] | |
Due to related party | $4,536 |
5_Commitments_Details_Narrativ
5. Commitments (Details Narrative) (USD $) | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
Rent obligation through end of this fiscal year | $27,327 |
Rent obligation fy 2015 | $39,125 |
6_Convertible_Promissory_Note_
6. Convertible Promissory Note (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Convertible Promissory note 1 | |
Date issued | 11-Mar-14 |
Convertible promissory note | $307,266 |
Interest rate | 12.00% |
Maturity date | 28-Aug-14 |
Convertible Promissory note 2 | |
Date issued | 20-Jun-14 |
Convertible promissory note | $16,828 |
Interest rate | 8.00% |
Maturity date | 20-Dec-14 |
7_Asset_and_Business_Acquisiti1
7. Asset and Business Acquisition (Details Narrative) (Ai Vapors) | 9 Months Ended |
Sep. 30, 2014 | |
Ai Vapors | |
Shares issued in acquisition | 21,000,000 |