Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 09, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Classic Rules Judo Championships, Inc. | |
Entity Central Index Key | 1,445,831 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2014 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 1,089 | |
Entity Common Stock, Shares Outstanding | 69,122,426 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,014 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash | $ 700 | |
Total current assets | 700 | |
Total assets | 0 | 700 |
Current liabilities | ||
Accounts payable and accrued liabilities | 20,716 | 44,244 |
Due to related parties | 2,947 | 873 |
Total current liabilities | 23,663 | 45,117 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; 500,000 and 0 shares issued and outstanding at December 31, 2014 and 2013,respectively | 500 | |
Common stock, $0.001 par value; 100,000,000 shares authorized; 18,922,426 and 17,821,574 shares issued and outstanding at December 31, 2014 and 2013, respectively | 18,922 | 17,821 |
Additional paid-in capital | 268,652 | 65,817 |
Accumulated deficit | (311,737) | (128,055) |
Total stockholders' deficit | (23,663) | (44,417) |
Total liabilities and stockholders' deficit | $ 0 | $ 700 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
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 | 500,000 | 0 |
Preferred stock, outstanding | 500,000 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 18,922,426 | 17,821,574 |
Common stock, outstanding | 18,922,426 | 17,821,574 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses | ||
General and administrative | $ 183,682 | $ 41,437 |
Total operating expenses | 183,682 | 41,437 |
Loss from operations | (183,682) | (41,437) |
Other income | ||
Forgiveness of accounts payable | 12,550 | |
Total other income (expense) | 12,550 | |
Net loss from operations | (183,682) | (28,887) |
Provision for income tax | ||
Net loss | $ (183,682) | $ (28,887) |
Basic and diluted loss per common share | $ (0.01) | $ 0 |
Weighted average shares outstanding | 18,909,770 | 15,658,780 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Deficit - USD ($) | Preferred Stock [Member[ | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit | Total |
Beginning Balance, shares at Dec. 31, 2012 | 1,250,000 | 14,150,106 | |||
Beginning Balance, amount at Dec. 31, 2012 | $ 1,250 | $ 14,150 | $ 44,713 | $ (99,168) | $ (39,055) |
Preferred shares cancelled, shares | (1,250,000) | ||||
Preferred shares cancelled, amount | $ (1,250) | 1,250 | |||
Adjustment to correct common shares outstanding, shares, amount | |||||
Common stock issued for cash, shares | 3,671,468 | ||||
Common stock issued for cash, amount | $ 3,671 | 19,854 | 23,525 | ||
Shares issued as repayment of related party loans, amount | |||||
Net loss | (28,887) | (28,887) | |||
Ending Balance, Shares at Dec. 31, 2013 | 17,821,574 | ||||
Ending Balance, Amount at Dec. 31, 2013 | $ 17,821 | 65,817 | (128,055) | (44,417) | |
Adjustment to correct common shares outstanding, shares | 330,960 | ||||
Adjustment to correct common shares outstanding, shares, amount | $ 331 | (331) | |||
Common stock issued for cash, amount | $ 770 | 3,550 | 4,320 | ||
Shares issued as repayment of related party loans,shares | 128,700 | ||||
Shares issued as repayment of related party loans, amount | $ 129 | 50,909 | |||
Shares issued for compensation, shares | 371,300 | ||||
Shares issued for compensation, amount | $ 371 | 148,962 | |||
Cash contributed by shareholders | 116 | 116 | |||
Net loss | (183,682) | (183,682) | |||
Ending Balance, Shares at Dec. 31, 2014 | 500,000 | 18,922,426 | |||
Ending Balance, Amount at Dec. 31, 2014 | $ 500 | $ 18,922 | $ 268,652 | $ (311,737) | $ (23,663) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Undaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss from operations | $ (183,682) | $ (28,887) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Forgiveness of accounts payable | (12,550) | |
Shares based compensation expenses | 148,962 | |
Changes in operating liabilities: | ||
Increase (Decrease) in accounts payable and accrued liabilities | 29,510 | 18,897 |
Net cash used in operating activities | (5,210) | (22,540) |
Cash flows from financing activities | ||
Proceeds from from related parties | 74 | 208 |
Cash contributions from related party | 116 | |
Proceeds from issuance of common stock | 4,320 | 23,025 |
Net cash provided by financing activities | 4,510 | 23,233 |
Net change in cash | (700) | 693 |
Cash at beginning of period | 700 | 7 |
Cash at end of period | 700 | |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplemental disclosure of non-cash financing activities: | ||
Stock subscription receivable on common stock issued | 500 | |
Settlement of advance from officer with subscription receivable | 500 | |
Cancelation of preferred stock into adjusted paid in capital | 1,250 | |
Share adjustment | ||
Reclassification from accrued liabilities to accounts payable | $ 9,900 | |
Advances from shareholders | 1,000 | |
Issuance of preferred stock in payment of advance from shareholders |
Note A - Organization and Natur
Note A - Organization and Nature of Busienss | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Note A - Organization and Nature of Business | NOTE A – ORGANIZATION AND NATURE OF BUSINESS Classic Rules Judo Championships, Inc. was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. ("Classic Rules") on July 15, 2008. Classic Rules formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament. Collectively the entities are referred to as “the Company”. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company currently operates in real estate investment activities focused in the New York City metropolitan area. |
Note B - Going Concern
Note B - Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note B - Going Concern | NOTE B – GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenues, has incurred a net loss of $183,682 for the year ended December 31, 2014, has an accumulated deficit of $311,737 at December 31, 2014, has experienced negative cash flows from operations. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to enter to real estate market and has signed an agreement to raise capital to do so. However, the Company needs to raise additional capital in order to fully develop its business plan. Failure to raise adequate capital and generate adequate sales revenues could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate adequate revenues, there can be no assurance that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations. |
Note C - Summary of Significant
Note C - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Note C - Summary of Significant Accounting Policies | NOTE C – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Classic Rules Judo Championships, Inc. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at December 31, 2014 and 2013. Fair Value of Financial Instruments: Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 825, “Financial Instruments” (“Topic No. 825”) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Topic No. 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2014 and 2013 the carrying value of the Company’s cash, accounts payable and accrued liabilities and related party payables approximate fair value due to the short-term nature of these financial instruments. Equity-Based Compensation The Company accounts for equity-based compensation transactions with employees under the provisions of FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stock, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elects to use the straight-line method for awards granted after adoption of Topic No. 718. The Company accounts for equity-based transactions with non-employees under provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall 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 fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument. Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“Topic No. 740”) which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At December 31, 2014 and 2013, the entire deferred tax asset, which arises from our net operating losses, has been fully reserved because management has determined that it is not more likely than not that the net operating loss carry forwards will be realized in the future. The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties as a component of income tax expense. At December 31, 2014 and 2013 the Company did not have any unrecognized tax benefits and has not accrued any liability for the payment of tax related interest or penalties. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since inception. Subsequent Events In accordance with Topic No. 855 “Subsequent Events” the Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2014 through the date of the issuance of the accompanying consolidated financial statements. Recently Issued Accounting Pronoucements Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements. Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. Net Loss Per Common Share The Company computes basic loss per common share by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed using the weighted average number of shares of common stock and dilutive common equivalent shares outstanding during the year. Common equivalent shares from stock options and other common stock equivalents are excluded from the computation when their effect is anti-dilutive. The Company was in a loss position for all periods presented and, accordingly, there is no difference between basic loss per share and diluted loss per share. Reverse Stock Split At the Board of Directors meeting on July 15, 2008, the Company approved a resolution to affect a 10 for 1 reverse stock split. All share and per share information were retroactively adjusted to reflect the reverse stock split. |
Note D - Stockholders Equity
Note D - Stockholders Equity | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Note D - Stockholders Equity | NOTE D – STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001 per share. On April 1, 2013, the Company, Mr. Lapkin and Mr. Gruenbaum cancelled the 1,250,000 outstanding shares of preferred stock held by Mr. Lapkin and Mr. Gruenbaum, 625,000 shares held by each. No consideration was paid by the Company for the return and cancellation of the shares. On May 9, 2014, the Company approved the designation of 500,000 shares of the preferred stock as Series A Super Voting Preferred Stock (“Series A Preferred Stock”). The Series A Preferred Stock has liquidation preferences over all other current and future classes of stock with each share being entitled to 200 votes. On June 3, 2015, the Company converted the Series A Preferred Stock to common stock and cancelled the Series A Preferred Stock. On May 9, 2014, a related party company controlled by the former majority shareholder entered into an acquisition agreement with the Company to purchase 500,000 shares of Series A Preferred Stock for a total consideration of $200,000 (the “Purchase Price”). The acquisition agreement stipulated in the event of nonpayment before September 30, 2014, the escrow agent shall release the shares to the related party in proportion to the amount paid of the Purchase Price with the remainder delivered back to the Company. As the related party company has paid $51,038 of expenses on behalf of the Company, the Company issued 128,700 shares as repayment of advances from the related party company. The remaining 371,300 shares were issued back to the former related party, for which the Company recorded a compensation expense in the amount of $148,962. Common Stock The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share. At December 31, 2014 there were 18,922,426 shares of common stock issued and outstanding. During the year ended December 31, 2013, the Company issued 3,671,468 common shares for cash proceeds of $23,525. On January 7, 2014 the Company sold 769,892 shares of common stock to a company owned by the Company’s former President at $0.006 per share for total cash proceeds of $4,320. On January 1, 2014, common stock was increased by 330,960 shares representing shares held in Blue Ribbon Pyrocol, Inc. by Jerry Greenbaum and Nathan Lapkin. The shares were to be exchanged for shares in Classic Rules, however the shares of Classic Rules were not issued. Common stock and additional paid in capital were adjusted in the amount of $331 representing the par value of the shares. |
Note E - Income Taxes
Note E - Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Note E - Income Taxes | NOTE E – INCOME TAXES The income tax provision differs from the amount computed by applying the U.S. Federal and state statutory corporate income tax rates as follows: Years Ended December 31, 2014 2013 U.S Statutory Corporate Income Tax Rate (34.0 )% (34.0 )% State Income Tax (7.0 )% (7.0 %) Change in Valuation Allowance on Deferred Tax Asset 41.0 % 41.0 % Effective Rate - % - % Net deferred tax assets and liabilities consist of the following components: December 31, 2014 December 31 2013 Deferred tax assets: Net operating loss carry-forward $ 127,812 $ 52,342 Valuation Allowance (127,812 ) (52,342 ) Net Deferred tax assets $ - $ - The Company’s net operating loss carry forwards of $311,737 will begin to expire in 2028. |
Note F - Related Party Transact
Note F - Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Note F - Related Party Transactions | NOTE F – RELATED PARTY TRANSACTIONS In January 2013, Mr. Angle, advanced the Company $100 in cash for operating expenses. The advance had no stated terms of repayment and was non-interest bearing. On March 14, 2013 the Company entered into a stock subscription agreement with a company owned the Company’s former CEO, Mr. Angle, for the issuance of 640,292 shares of the Company’s common stock at $0.007 per share or $4,525. Proceeds of $4,025 have been received. The advance from officer in the amount of $500 has been applied to the amount due leaving a stock subscription receivable of $0 at December 31, 2013. In March 2013, the $265 advance to the Company by Mr. Angle was used by Mr. Angle as partial payment on a stock subscription entered into by a company owned by Mr. Angle. In April 2013, Mr. Angle, the Company’s former CEO, made a payment of $1,000 on behalf of the Company in payment of accounts payable. In May 2013, the Company entered into a stock subscription agreement with a company owned by Mr. Angle, the Company’s former CEO, for the issuance of 1,035,328 shares of the Company’s common stock at $0.007 per share or $7,000. In June 2013, Mr. Angle advanced the Company $60 in cash for operating expenses. The advance has no stated terms of repayment and was non-interest bearing. In June 2013, $235 of the advance from officer was used as payment on the stock subscription receivable. On August 7, 2013, the Company received $1,250 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 197,822 shares of the Company’s common stock at $0.006 per share. On September 10, 2013 the Company received $600 in payment pursuant to a stock subscription agreement with Stamford Learning Center (a company owned by the Company’s former President) for the issuance of 100,164 shares of the Company’s common stock at $0.006 per share. On September 10, 2013 the Company received $400 in payment pursuant to a stock subscription agreement with V. Stolere (the spouse of the Company’s former President) for the issuance of 66,776 shares of the Company’s common stock at $0.006 per share. In September 2013, Mr. Angle advanced the Company $40 in cash for operating expenses. The advance has no stated terms of repayment and was non-interest bearing In November 2013, Mr. Angle advanced the Company $8 in cash for operating expenses. The advance has no stated terms of repayment and was non-interest bearing. On November 14, 2013 the Company sold 451,334 shares of common stock at $0.006 per share to a company owned by the Company's former President under a stock subscription agreement and received $2,700. On November 14, 2013 the Company sold 51,502 shares of common stock at $0.006 per share to the Company's former President under a stock subscription agreement and received $300. On December 6, 2013 the Company sold 602,662 shares of common stock at $0.006 per share to the spouse of its former President under a stock subscription agreement and received $3,500. On January 7, 2014, the Company sold 769,892 shares of common stock to a related party company which was a principal shareholder of the Company and owned by the Company’s former President at $0.006 per share for total cash proceeds of $4,320. During the year ended December 31, 2014, a principal shareholder and also the former President contributed $116 to the Company as additional paid-in capital. During the year ended December 31, 2014, related parties made payments totaling $53,038 on behalf of the Company as payment of accounts payable and accrued expenses. Of this amount, $51,038 was paid by a majority shareholder as discussed in Note D and $2,000 was paid by a former officer of the Company. As discussed in Note D, on May 9, 2014, $51,038 of the shareholder payments were repaid with the issuance of 128,700 shares of Series A Preferred Stock. On the same date, a former related party was issued 371,300 shares of Series A Preferred Stock for compensation valued at $148,962. There was $2,947 and $873 due to related parties as of December 31, 2014 and 2013. |
Note G - Commitments and Contin
Note G - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note G - Commitments and Contingencies | NOTE G – COMMITMENTS AND CONTINGENCIES During the third quarter of 2014, the Company identified fraudulent activities entered into by its former CEO who is also a former member of the Board of Directors. The former officer and director of the Company entered into certain employment agreements and convertible notes payable without the proper authorization of the Company or other members of its Board of Directors. The employment agreements and convertible notes payable were entered into during the three months ended June 30, 2014. The Company assessed its potential responsibility for these liabilities entered into and determined it to be remote due to the former officer not having received approval from the Company board of directors to enter into such transactions and the employment agreements and notes being entered into through a fictitious entity with which the Company has no previous or current affiliation with. As such, the impacts of these agreements are not reflected in these financial statements. |
Note H - Subsequent Events
Note H - Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Note H - Subsequent Events | NOTE H – SUBSEQUENT EVENTS On October 15, 2015, the Company entered into a stock purchase agreement whereby it will issue up to 50,000,000 shares of restricted common stock for $0.01 cash per share representing total cash proceeds of up to $500,000. On the same date, the Company issued 50,000,000 common shares and recorded a subscription receivable for $500,000 of which $30,000 was received on June 2, 2015. In November 2015, certain shareholders of the Company expressed dissatisfaction. While no legal action was taken by the shareholders, the Company deemed it was in its best interest to settle with the shareholders by issuing a total of 165,480 shares of common stock. Additionally, on November 4, 2015, the Company issued a total of 34,520 shares of common stock for professional services performed related to settling with the dissatisfied shareholders. |
Note A - Organization and Nat15
Note A - Organization and Nature of Busienss (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Organization | ORGANIZATION AND NATURE OF BUSINESS Classic Rules Judo Championships, Inc. was incorporated in the State of Delaware on November 16, 2005 under the name Blue Ribbon Pyrocool, Inc. (“Blue Ribbon”). Blue Ribbon changed its name to Classic Rules Judo Championships, Inc. ("Classic Rules") on July 15, 2008. Classic Rules formed a subsidiary in the State of Connecticut on August 13, 2008 named Classic Rules World Judo Championships, Inc. to develop an annual judo championship tournament. Collectively the entities are referred to as “the Company”. On June 2, 2014, the Company ceased its principal activities of hosting and sponsoring judo tournaments. The Company currently operates in real estate investment activities focused in the New York City metropolitan area. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Classic Rules Judo Championships, Inc. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All inter-company balances and transactions have been eliminated in consolidation. |
Note C - Summary of Significa16
Note C - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Classic Rules Judo Championships, Inc. and its wholly owned subsidiary Classic Rules World Judo Championships, Inc. All inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at December 31, 2014 and 2013. |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments: Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 825, “Financial Instruments” (“Topic No. 825”) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Topic No. 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2014 and 2013 the carrying value of the Company’s cash, accounts payable and accrued liabilities and related party payables approximate fair value due to the short-term nature of these financial instruments. |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for equity-based compensation transactions with employees under the provisions of FASB ASC Topic No. 718, “Compensation, Stock Compensation” (“Topic No. 718”). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net earnings. The fair value of common stock issued for compensation is measured at the market price on the date of grant. The fair value of the Company’s equity instruments, other than common stock, is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that we estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elects to use the straight-line method for awards granted after adoption of Topic No. 718. The Company accounts for equity-based transactions with non-employees under provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall 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 fair value of common stock issued for payments to non-employees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“Topic No. 740”) which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At December 31, 2014 and 2013, the entire deferred tax asset, which arises from our net operating losses, has been fully reserved because management has determined that it is not more likely than not that the net operating loss carry forwards will be realized in the future. The Company recognizes and measures uncertain tax positions and records tax benefits when it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties as a component of income tax expense. At December 31, 2014 and 2013 the Company did not have any unrecognized tax benefits and has not accrued any liability for the payment of tax related interest or penalties. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since inception. |
Subsequent Events | Subsequent Events In accordance with Topic No. 855 “Subsequent Events” the Company evaluated subsequent events, which are events or transactions that occurred after December 31, 2014 through the date of the issuance of the accompanying consolidated financial statements. |
Recently Issued Accounting Pronoucements | Recently Issued Accounting Pronoucements Management does not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements. |
Advertising Costs | Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. |
Net Loss Per Common Share | Net Loss Per Common Share The Company computes basic loss per common share by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is computed using the weighted average number of shares of common stock and dilutive common equivalent shares outstanding during the year. Common equivalent shares from stock options and other common stock equivalents are excluded from the computation when their effect is anti-dilutive. The Company was in a loss position for all periods presented and, accordingly, there is no difference between basic loss per share and diluted loss per share. |
Reverse Stock Split | Reverse Stock Split At the Board of Directors meeting on July 15, 2008, the Company approved a resolution to affect a 10 for 1 reverse stock split. All share and per share information were retroactively adjusted to reflect the reverse stock split. |
Note E - Income Taxes (Tables)
Note E - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Years Ended December 31, 2014 2013 U.S Statutory Corporate Income Tax Rate (34.0 )% (34.0 )% State Income Tax (7.0 )% (7.0 %) Change in Valuation Allowance on Deferred Tax Asset 41.0 % 41.0 % Effective Rate - % - % |
Deferred Tax Assets | December 31, 2014 December 31 2013 Deferred tax assets: Net operating loss carry-forward $ 127,812 $ 52,342 Valuation Allowance (127,812 ) (52,342 ) Net Deferred tax assets $ - $ - |
Note B - Going Concern (Details
Note B - Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (183,682) | $ (28,887) |
Accumulated deficit | $ (311,737) | $ (128,055) |
Note C - Summary of Significa19
Note C - Summary of Significant Accounting Policies (Details) | Jul. 15, 2008 |
Note C - Summary Of Significant Accounting Policies Details | |
Reverse Stock Split | 10 for 1 reverse stock split |
Note D - Stockholders Equity (D
Note D - Stockholders Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Apr. 01, 2013 | [2] | Dec. 31, 2014 | Dec. 31, 2013 | ||
Class of Stock [Line Items] | |||||
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 | 500,000 | 0 | |||
Preferred stock voting rights | 200 | ||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 18,922,426 | 17,821,574 | |||
Common stock, outstanding | 18,922,426 | 17,821,574 | |||
Shares issued for cash, amount | $ 4,320 | $ 23,525 | |||
Share adjustment | |||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued for cash | 769,892 | 3,671,468 | |||
Shares issued for cash, amount | $ 4,320 | $ 23,525 | |||
Share price, per share | $ 0.006 | ||||
Shares issued for acquisition | [1] | 330,960 | |||
Share adjustment | $ 331 | ||||
Acquisition Agreement by related party [Member] | |||||
Class of Stock [Line Items] | |||||
Series A Preferred Stock to be purchased, shares | 500,000 | ||||
Series A Preferred Stock to be purchased, amount | $ 200,000 | ||||
Related party costs | $ 51,038 | ||||
Shares issued for debt | 128,700 | ||||
Shares issued for compensation | 371,300 | ||||
Shares issued for related parties, amount | 148,962 | ||||
Preferred Stock [Member[ | |||||
Class of Stock [Line Items] | |||||
Preferred shares cancelled, shares | 1,250,000 | (1,250,000) | |||
Shares issued for compensation | 371,300 | ||||
[1] | The shares were to be exchanged for shares in Classic Rules, however the shares of Classic Rules were not issued. | ||||
[2] | Mr. Lapkin and Mr. Gruenbaum, 625,000 shares held by each |
Note E- Income Taxes Provision
Note E- Income Taxes Provision (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
U.S Statutory Corporate Income Tax Rate | (34.00%) | (34.00%) |
State Income Tax | (7.00%) | (7.00%) |
Change in Valuation Allowance on Deferred Tax Asset | 41.00% | 41.00% |
Effective Rate | 0.00% | 0.00% |
Note E- Income Taxes- Deferred
Note E- Income Taxes- Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 127,812 | $ 52,342 |
Valuation Allowance | (127,812) | (52,342) |
Net Deferred tax assets |
Note E - Income Taxes (Details
Note E - Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating Loss Carryforward | $ 311,737 |
Expiration | Dec. 31, 2028 |
Note F - Related Party Transa24
Note F - Related Party Transactions (Details Narrative) - USD ($) | Dec. 06, 2013 | Nov. 14, 2013 | Sep. 10, 2013 | Aug. 07, 2013 | Mar. 14, 2013 | Nov. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | May 31, 2013 | Mar. 30, 2013 | Jan. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash contributions from related party | $ 116 | |||||||||||||
Proceeds from sale of common stock | 4,320 | $ 23,025 | ||||||||||||
Advances from related parties used for stock subscription | 1,000 | |||||||||||||
Issuance of preferred stock in payment of advance from shareholders | ||||||||||||||
Due to related parties | 2,947 | $ 873 | ||||||||||||
Related Party [Member] | ||||||||||||||
Cash contributions from related party | $ 8 | $ 40 | $ 60 | $ 100 | ||||||||||
Common stock issued for cash, shares | 602,662 | 451,334 | 100,164 | 640,292 | 1,035,328 | |||||||||
Common stock subscription, amount | $ 3,500 | $ 2,700 | $ 600 | $ 4,525 | $ 7,000 | |||||||||
Share price | $ 0.006 | $ 0.006 | $ 0.006 | $ 0.007 | $ 0.007 | |||||||||
Proceeds from sale of common stock | $ 4,025 | |||||||||||||
Advances from related parties used for stock subscription | $ 235 | $ 500 | $ 265 | 53,038 | ||||||||||
Issuance of preferred stock in payment of advance from shareholders | 51,038 | |||||||||||||
Accounts payable and accrued expenses by former officer | $ 1,000 | $ 2,000 | ||||||||||||
Related Party Additional [Member] | ||||||||||||||
Common stock issued for cash, shares | 51,502 | 66,776 | ||||||||||||
Common stock subscription, amount | $ 300 | $ 400 | ||||||||||||
Share price | $ 0.006 | $ 0.006 |
Note H - Subsequent Events (Det
Note H - Subsequent Events (Details Narrative) - USD ($) | Nov. 04, 2015 | Oct. 15, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Line Items] | ||||
Shares issued for cash, amount | $ 4,320 | $ 23,525 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Purchase agreement,restricted shares allocated | 50,000,000 | |||
Share price, per share | $ 0.01 | |||
Shares issued for cash | 50,000,000 | |||
Subscription receivable | $ 500,000 | |||
Shares issued for cash, amount | $ 30,000 | |||
Shares issued for settlement | 165,480 | |||
Shares issued for services | 34,520 |