Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 05, 2014 | Jun. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'EHOUSEGLOBAL, INC. | ' | ' |
Entity Central Index Key | '0001452580 | ' | ' |
Trading Symbol | 'ehos | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 132,410,400 | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Public Float | ' | ' | $0 |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $14,779 | $1,606 |
Other current assets | ' | 8,370 |
Prepaid expenses | 5,664 | ' |
Debt offering costs | 3,122 | ' |
Total current assets | 23,565 | 9,976 |
Total assets | 23,565 | 9,976 |
Current Liabilities: | ' | ' |
Accounts payable & accrued expenses | 30,600 | 26,221 |
Notes payable | 100,000 | ' |
Notes payable - related party | 75,000 | ' |
Convertible Debt, Net of debt discount of $46,399 | 6,601 | ' |
Derivative Liabilities | 89,372 | ' |
Total current liabilities | 301,573 | 26,221 |
Stockholders' (Deficit): | ' | ' |
Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | ' | ' |
Common stock: $0.001 par value; 250,000,000 shares authorized; 99,800,000 and 98,800,000 shares issued and outstanding | 99,800 | 98,800 |
Additional paid-in capital | 20,000 | 20,000 |
Accumulated deficit | -397,808 | -135,045 |
Total Stockholders' (deficit) | -278,008 | -16,245 |
Total liabilities and stockholders' deficit | $23,565 | $9,976 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheets [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Unamortized debt discount | $46,399 | ' |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 99,800,000 | 98,800,000 |
Common stock, shares outstanding | 99,800,000 | 98,800,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 37 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Operating expenses | ' | ' | ' |
General and administrative expenses | $196,246 | $4,020 | $189,828 |
Other expenses | ' | 16,838 | 137,038 |
Developmental costs | 15,000 | 8,675 | 19,425 |
Total operating expenses | 211,246 | 29,533 | 346,291 |
Loss from operations | -211,246 | -29,533 | -346,291 |
Other Income (Expense) | ' | ' | ' |
Interest expense | -7,666 | ' | -7,666 |
Derivative expenses | -91,346 | ' | -91,346 |
Change in fair value of embedded derivative liabilities | 54,974 | ' | 54,974 |
Amortization expense ? debt discount | -6,601 | ' | -6,601 |
Amortization expense ? debt offering costs | -878 | ' | -878 |
Total other Income (Expense) | -51,517 | ' | -51,517 |
Net loss | ($262,763) | ($29,533) | ($397,808) |
Net loss per common share: Net loss per share, basic and diluted | $0 | $0 | ' |
Weighted average number of common shares outstanding: Basic and diluted | 99,133,333 | 98,800,000 | ' |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Total | Common Stock, $0.001 Par Value | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 13, 2010 | ' | ' | ' | ' |
Share exchange at inception (December 14, 2010) between NutraLiquids, Inc. as the accounting acquirer and Ehouse as the legal acquirer | ($8,512) | $98,800 | ' | ($96,465) |
Share exchange at inception (December 14, 2010) between NutraLiquids, Inc. as the accounting acquirer and Ehouse as the legal acquirer, shares | ' | 98,800,000 | ' | ' |
Balance at Dec. 31, 2010 | 2,335 | 98,800 | ' | -96,465 |
Balance, shares at Dec. 31, 2010 | ' | 98,800,000 | ' | ' |
Net loss | -9,047 | ' | ' | -9,047 |
Balance at Dec. 31, 2011 | -6,712 | 98,800 | ' | -105,512 |
Balance, shares at Dec. 31, 2011 | ' | 98,800,000 | ' | ' |
Capital contribution | 20,000 | ' | 20,000 | ' |
Net loss | -29,533 | ' | ' | -29,533 |
Balance at Dec. 31, 2012 | -16,245 | 98,800 | 20,000 | -135,045 |
Balance, shares at Dec. 31, 2012 | 98,800,000 | 98,800,000 | ' | ' |
Issuance of shares in connection with Senior Note | 1,000 | 1,000 | ' | ' |
Issuance of shares in connection with Senior Note, shares | ' | 1,000,000 | ' | ' |
Net loss | -262,763 | ' | ' | -262,763 |
Balance at Dec. 31, 2013 | ($278,008) | $99,800 | $20,000 | ($397,808) |
Balance, shares at Dec. 31, 2013 | 99,800,000 | 99,800,000 | ' | ' |
Statement_of_Stockholders_Equi1
Statement of Stockholders' Equity (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 37 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($262,763) | ($29,533) | ($397,808) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Amortization of debt offering costs | 878 | ' | 878 |
Amortization of debt discount | 6,601 | ' | 6,601 |
Change in fair value of derivative liabilities | -54,974 | ' | -54,974 |
Derivative expense | 91,346 | ' | 91,346 |
Change in operating assets and liabilities: | ' | ' | ' |
Net operating assets and liabilities | ' | 11,026 | ' |
Other current assets | 8,370 | ' | ' |
Prepaid expenses | -5,664 | ' | -5,664 |
Accounts payable & Accrued expenses | 4,379 | ' | 30,600 |
Net cash used in operating activities | -211,827 | -18,507 | -329,021 |
Cash flows from financing activities: | ' | ' | ' |
Direct offering costs paid | -3,000 | ' | -3,000 |
Proceeds from issuance of convertible note | 53,000 | ' | 53,000 |
Proceeds from note payable | 100,000 | ' | 100,000 |
Proceeds from note payable - related party | 75,000 | ' | 75,000 |
Capital Contribution | ' | 20,000 | 118,800 |
Net cash provided by financing activities | 225,000 | 20,000 | 343,800 |
Increase cash and cash equivalents | 13,173 | 1,493 | 14,779 |
Cash and cash equivalents at beginning of period | 1,606 | 113 | ' |
Cash and cash equivalents at end of period | 14,779 | 1,606 | 14,779 |
Supplementary disclosure of non-cash financing activity: | ' | ' | ' |
Issuance of common stock in connection with note payable | 1,000 | ' | 1,000 |
Debt discount recorded on convertible note accounted for as a derivative liability | 53,000 | ' | 53,000 |
Supplementary disclosure of cash flow information | ' | ' | ' |
Cash paid during the period for: Interest | ' | ' | ' |
Cash paid during the period for: Income taxes | ' | ' | ' |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2013 | |
ORGANIZATION [Abstract] | ' |
ORGANIZATION | ' |
NOTE 1 - ORGANIZATION | |
Ehouse Global, Inc. (formerly Veterans In Packaging, Inc.) was incorporated under the laws of the Commonwealth of Massachusetts on February 11, 2005 and became a corporation in the State of Nevada on January 7, 2009. It changed its name to Ehouse Global, Inc. (the "Company") in January 2013. | |
Reverse Merger and Spinoff | |
We entered into a Share Exchange Agreement effective April 30, 2013 (the "Exchange Agreement") by and among (i) Ehouse (ii) NutraLiquids, LLC and (iii) the shareholders of NutraLiquids, pursuant to which the holders of 100% of the outstanding units of NutraLiquids transferred to us all of the units of NutraLiquids in exchange for the issuance of 52,000,000 shares of our common stock. As a result of the Share Exchange, NutraLiquids became a wholly-owned subsidiary of Ehouse. | |
The merger was accounted for as a reverse acquisition and recapitalization. NutraLiquids is the acquirer for accounting purposes, and Ehouse is the issuer. Accordingly, NutraLiquids' historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Reported operations prior to the merger are those of NutraLiquids. No Ehouse operating results from prior to the merger date are included in reported financial statements of operations. Earnings per share for the period prior to the merger are restated to reflect the equivalent number of shares outstanding. | |
We entered into an Assignment and Assumption Agreement (the "Spin-off Agreement") with Ed Peplinski, Veterans in Packaging former President and largest shareholder, under which we assigned and transferred to Mr. Peplinski all of our rights, title and interest in and to the operating assets specifically associated with its packaging business sand assumed the liabilities specifically associated with the packaging business as defined in the Agreement and return 198,000,000 shares of our common stock owned by him. | |
As a result of the Spinoff Agreement, we ceased to be a company engaged in the commercial packaging market. Our operations are now conducted through NutraLiquids and primarily consist of development of and plan to sell liquid nutritional beverages. | |
The Company cannot take advantage of being an emerging growth company under the JOBS Act because it had gone public prior to December 8, 2011. |
BUSINESS_OPERATIONS_SUMMARY_OF
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||
Dec. 31, 2013 | ||||
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |||
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||
NOTE 2 - BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
NutraLiquids develops nutraceutical vitamin, supplement and functional beverage products for the consumer packaged goods industry. | ||||
Basis of Presentation | ||||
Our consolidated financial statements include the accounts of Ehouse Global Inc. consolidated with our wholly-owned subsidiary NutraLiquids, Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). | ||||
Impact of New Accounting Standards | ||||
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. | ||||
Estimates | ||||
The preparation of financial statements in conformity with GAAP 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. | ||||
Fair Value of Financial Instruments | ||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | ||||
The following are the hierarchical levels of inputs to measure fair value: | ||||
• | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||
• | Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||
• | Level 3: Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||
The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. | ||||
The following is the major category of liabilities measured at fair value on a recurring basis as of December 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||
31-Dec-13 | ||||
Derivative liabilities | Level 3 | $ | 89,372 | |
Debt offering costs and debt discount | ||||
The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | ||||
Income Taxes | ||||
The Company accounts for income taxes using the asset and liability method under the FASB Accounting Standards Codification (ASC) Section 740-10-30. Deferred income tax assets and liabilities are provided for based upon differences between the 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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | ||||
Derivative Financial Instruments | ||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | ||||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | ||||
Original issue discount | ||||
For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | ||||
Commitments and Contingencies | ||||
The Company follows FASB ASC 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | ||||
Net Income (Loss) Per Common Share | ||||
Basic Net income (loss) per common share is computed pursuant to FASB ASC 260-10-45. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. | ||||
Subsequent Events | ||||
The Company follows the guidance in FASB ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued or available to be issued. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
GOING CONCERN [Abstract] | ' |
GOING CONCERN | ' |
NOTE 3 - GOING CONCERN | |
The accompanying financial statements have been prepared assuming that we will continue as a going concern. As reflected in the accompanying financial statements, we have very limited financial resources, with working capital and net shareholder deficits and had generated no revenue through December 31, 2013. | |
We have actively developed and plan to introduce sixteen different liquid nutritional products into the market. While we are undertaking our business plan to generate additional revenues, our cash position may not be sufficient to support our basic business plan and product distribution efforts. Management believes that the actions presently underway to introduce our products to the marketplace have a realistic chance of succeeding. While we believe in the viability of our strategy to increase revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to achieve profitable operations or obtain adequate financing. | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2013 | |
INCOME TAXES [Abstract] | ' |
INCOME TAXES | ' |
NOTE 4 - INCOME TAXES | |
We have experienced losses since inception and have a net operating loss for federal income tax purposes of approximately $398,000. A net deferred tax asset resulting from this loss carry forward in the approximate amount of $159,000 has been offset by a valuation allowance in the same amount based upon our assessment of the probability of its realization. |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
NOTE PAYABLE [Abstract] | ' |
NOTES PAYABLE | ' |
NOTE 5 - NOTE PAYABLE | |
On June 30, 2013, the Company entered into a senior loan agreement with Realty Capital Management Limited (the "Note") for a loan of $100,000. The loan, which becomes due 365 days after cash proceeds are received by the Company, bears interest at 12% per annum with interest payable in four quarterly payments commencing 90 days after cash proceeds from the loan is received by the Company. The Company received the proceeds from the loan on July 11, 2013. | |
The Note is senior to all other notes or obligations that the Company may enter into in the future before the Note is repaid. It also places limits on the number of common shares or instruments convertible into common shares that the Company may issue. | |
The Company also agreed to issue 1,000,000 newly-issued shares of its common stock to the lender. These shares have piggyback registration rights. These shares were issued on July 26, 2013 at which time there were 99,800,000 shares of common stock outstanding. The Company capitalized the $1,000 as debt issue costs at the time of issuance of these shares which will be amortized over the life of the debt. The valuation for this issuance was based on the par value of the shares issued or $0.001 per share. At the time of issuance, the Company had a stockholders' deficit, no shares had been purchased for cash and there was no market in the shares. | |
The President of the Company has pledged 42,900,000 shares of his common stock of the Company as collateral for the loan. In the event of an Event of Default that is not remedied as defined in the Loan Agreement, the lender would also have the right to convert the principal balance of the loan into common shares of the Company at the rate of $0.001 per share (for up to 100 million shares). | |
If an Event of Default occurs and the lender converts the Note, the lender will have a controlling interest in the Company. |
CONVERTIBLE_DEBT
CONVERTIBLE DEBT | 12 Months Ended | ||
Dec. 31, 2013 | |||
CONVERTIBLE DEBT [Abstract] | ' | ||
CONVERTIBLE DEBT | ' | ||
NOTE 6 - CONVERTIBLE DEBT | |||
On November 27, 2013, the Company entered into an agreement whereby the Company will issue up to $53,000 in a convertible note. The note matures on August 27, 2014 and bears an interest rate of 12%. The conversion price equals the "Variable Conversion Price", which is 58% of the "Market Price", which is the average the three lowest closing bid prices for the common stock during the fifteen (15) trading day period prior to the conversion. The Company received $50,000 proceeds, less debt issue costs of $3,000. As of December 31, 2013, the convertible note balance and accrued interest is $53,388. | |||
The Company identified conversion features embedded within this convertible debt. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. | |||
As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follow: | |||
Description | Amount | ||
Fair value at the commitment date for convertible instruments | $ | 144,346 | |
Change in fair value of embedded derivative liability | -54,974 | ||
Derivative liability - December 31, 2013 | $ | 89,372 | |
The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded a derivative expense for the year ended December 31, 2013 of $91,346. | |||
The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of December 31, 2013: | |||
Assumption | Commitment Date | Remeasurement Date | |
Expected dividends: | 0% | 0% | |
Expected volatility: | 391% | 371% | |
Expected term (years): | 0.75 | 0.65 | |
Risk free interest rate: | 0.13% | 0.13% |
DEBT_RELATED_PARTY
DEBT - RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
DEBT ? RELATED PARTY [Abstract] | ' |
DEBT ? RELATED PARTY | ' |
NOTE 7 - DEBT - RELATED PARTY | |
The Company's President has made loans of $75,000 to the Company. The loans are interest-free and due on demand. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2013 | |
STOCKHOLDERS? EQUITY [Abstract] | ' |
STOCKHOLDERS? EQUITY | ' |
NOTE 8 - STOCKHOLDERS' EQUITY | |
Common Stock | |
The share exchange agreement between NutraLiquids, Inc. as the accounting acquirer and Ehouse as the legal acquirer effective April 30, 2013 resulted in the retroactive recognition of the common stock issuance of Ehouse on inception of business of the accounting on December 14, 2010. | |
On May 3, 2012, the company received a $20,000 contribution to capital from an existing shareholder for no additional shares. | |
On July 19, 2013, the Company issued 1,000,000 shares of common stock in connection with an agreement with a finance corporation to actively seek additional financing for the company. As there was no active trading market for the company's shares, the share issuance was reflected at par value of $1,000. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9 - SUBSEQUENT EVENTS | |
The Company has evaluated all events that occurred after the balance sheet date of December 31, 2013 through April 15, 2014, the date that these financial statements were available to be issued. | |
Series A Preferred Shares | |
On March 18, 2014, the board of directors of EHouse Global, Inc. (the "Company") determined that it was in the best interests of the Company to file a Certificate of Designation that authorized the issuance of up to five hundred thousand (500,000) shares of a new series of preferred stock, par value $0.001 per share, designated "Series A Preferred Stock," for which the board of directors established the rights, preferences and limitations thereof. The board of directors authorized the Series A Preferred Stock pursuant to the authority given to the board of directors under the Articles of Incorporation, which authorizes the issuance of up to two hundred fifty one million (251,000,000) shares of authorized stock, par value $0.001 per share, and authorizes the board of directors, by resolution, to establish any or all of the unissued shares of preferred stock, not then allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established. The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Nevada on March 18, 2014. | |
Each holder of outstanding shares of Series A Preferred Stock shall be entitled to five hundred (500) votes for each share of Series A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | |
The summary of the rights, privileges and preferences of the Series A Preferred Stock described above is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached as Exhibit 3.1 to this report and is incorporated herein by reference. | |
Amendment to Articles of Incorporation | |
On March 19, 2014, the Company filed an amendment to the Company's articles of incorporation with the Secretary of State of the State of Nevada, to increase the Company's authorized common stock from two hundred fifty million (250,000,000) shares of common stock, par value $0.001 per share, to seven hundred fifty million (750,000,000) shares of common stock, par value $0.001 per share, a copy of which is attached as Exhibit 3.2 to this report and is incorporated herein by reference. | |
Unregistered Sales of Equity Securities. | |
On March 18, 2014, the Company issued an aggregate of 500,000 shares of Series A Preferred Stock to Mr. Scott Corlett, the Company's President, Chief Executive Officer, Secretary and Treasurer, in consideration for services rendered to the Company, including for and as incentive to continue to assist and provide services to the Company. | |
As a holder of outstanding shares of Series A Preferred Stock, Mr. Corlett is entitled to five hundred (500) votes for each share of Series A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | |
The shares of preferred stock described above were not registered under the Securities Act of 1933 and are restricted securities. The shares were issued pursuant to the registration exemption afforded the Company under Section 4(2) of the Securities Act due to the fact that Mr. Corlett is the Chief Executive Officer and Director of the Company. Mr. Corlett acquired these shares for his own accounts. The certificates representing these shares will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. |
BUSINESS_OPERATIONS_SUMMARY_OF1
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |||
Basis of Presentation | ' | |||
Basis of Presentation | ||||
Our consolidated financial statements include the accounts of Ehouse Global Inc. consolidated with our wholly-owned subsidiary NutraLiquids, Inc. and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). | ||||
Impact of New Accounting Standards | ' | |||
Impact of New Accounting Standards | ||||
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. | ||||
Estimates | ' | |||
Estimates | ||||
The preparation of financial statements in conformity with GAAP 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. | ||||
Fair Value of Financial Instruments | ' | |||
Fair Value of Financial Instruments | ||||
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | ||||
The following are the hierarchical levels of inputs to measure fair value: | ||||
• | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |||
• | Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||
• | Level 3: Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | |||
The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. | ||||
The following is the major category of liabilities measured at fair value on a recurring basis as of December 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||
31-Dec-13 | ||||
Derivative liabilities | Level 3 | $ | 89,372 | |
Debt offering costs and debt discount | ' | |||
Debt offering costs and debt discount | ||||
The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | ||||
Income Taxes | ' | |||
Income Taxes | ||||
The Company accounts for income taxes using the asset and liability method under the FASB Accounting Standards Codification (ASC) Section 740-10-30. Deferred income tax assets and liabilities are provided for based upon differences between the 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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. | ||||
Derivative Financial Instruments | ' | |||
Derivative Financial Instruments | ||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | ||||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | ||||
Original issue discount | ' | |||
Original issue discount | ||||
For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. | ||||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
The Company follows FASB ASC 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | ||||
Net Income (Loss) Per Common Share | ' | |||
Net Income (Loss) Per Common Share | ||||
Basic Net income (loss) per common share is computed pursuant to FASB ASC 260-10-45. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. | ||||
Subsequent Events | ' | |||
Subsequent Events | ||||
The Company follows the guidance in FASB ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued or available to be issued. |
CONVERTIBLE_DEBT_Tables
CONVERTIBLE DEBT (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
CONVERTIBLE DEBT [Abstract] | ' | ||
Fair Value of Conversion Feature | ' | ||
As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follow: | |||
Description | Amount | ||
Fair value at the commitment date for convertible instruments | $ | 144,346 | |
Change in fair value of embedded derivative liability | -54,974 | ||
Derivative liability - December 31, 2013 | $ | 89,372 | |
Schedule of Fair Value Assumptions | ' | ||
The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions as of December 31, 2013: | |||
Assumption | Commitment Date | Remeasurement Date | |
Expected dividends: | 0% | 0% | |
Expected volatility: | 391% | 371% | |
Expected term (years): | 0.75 | 0.65 | |
Risk free interest rate: | 0.13% | 0.13% |
ORGANIZATION_Details
ORGANIZATION (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Share Exchange Agreement [Member] | ' |
Accounting Policies And Basis Of Presentation [Line Items] | ' |
Common stock shares issued in exchange for units transferred | 52,000,000 |
Share Exchange Agreement [Member] | NutraLiquids, LLC. [Member] | ' |
Accounting Policies And Basis Of Presentation [Line Items] | ' |
Percentage owned by parent | 100.00% |
Spinoff Agreement [Member] | Ed Peplinski [Member] | Veterans In Packaging, Inc.[Member] | ' |
Accounting Policies And Basis Of Presentation [Line Items] | ' |
Number of shares received in exchange for operating liabilities | 198,000,000 |
BUSINESS_OPERATIONS_SUMMARY_OF2
BUSINESS OPERATIONS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liabilities | $89,372 | ' |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Derivative Liabilities | $89,372 | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2013 |
INCOME TAXES [Abstract] | ' |
Net operating loss carryforwards | $398,000 |
Deferred tax asset, net operating loss carryforward | $159,000 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Realty Capital Management Limited (the "Note") [Member] | Senior Note | |||
Realty Capital Management Limited (the "Note") [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, issuance date | ' | ' | ' | 13-Jul-13 |
Debt instrument, face amount | ' | ' | ' | $100,000 |
Debt instrument, term after receipt of proceeds | ' | ' | ' | '365 days |
Debt instrument, stated interest rate | ' | ' | ' | 12.00% |
Debt instrument, frequency of periodic payments | ' | ' | ' | 'Quarterly |
Debt instrument, number of periodic payments | ' | ' | ' | 4 |
Debt instrument, period of time after receipt of proceeds for which 1st interest payment is due | ' | ' | ' | '90 days |
Shares issued to lender | ' | ' | 1,000,000 | ' |
Common stock, shares outstanding | 99,800,000 | 98,800,000 | ' | ' |
Debt issuance costs | ' | ' | ' | $1,000 |
Common stock, par value per share (in dollars per share) | $0.00 | $0.00 | ' | ' |
Number of shares pledged as collateral | ' | ' | ' | 42,900,000 |
Conversion price per share | ' | ' | ' | $0.00 |
Shares to be issued upon conversion of loan | ' | ' | ' | 100,000,000 |
CONVERTIBLE_DEBT_Narrative_Det
CONVERTIBLE DEBT (Narrative) (Details) (USD $) | 12 Months Ended | 37 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Proceeds from issuance of convertible note | $53,000 | ' | $53,000 |
Derivative expense | 91,346 | ' | 91,346 |
Convertible note payable [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt instrument, issuance date | 27-Nov-13 | ' | ' |
Debt instrument, face amount | 53,000 | ' | 53,000 |
Debt instrument, maturity date | 27-Aug-14 | ' | ' |
Debt instrument, stated interest rate | 12.00% | ' | 12.00% |
Debt instrument, convertible, variable conversion price, percentage of market price | 58.00% | ' | 58.00% |
Proceeds from issuance of convertible note | 50,000 | ' | ' |
Issuance expenses | 3,000 | ' | ' |
Convertible debt, principal and accrued interest | $53,388 | ' | $53,388 |
CONVERTIBLE_DEBT_Fair_Value_of
CONVERTIBLE DEBT (Fair Value of Conversion Feature) (Details) (USD $) | 12 Months Ended | 37 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
NOTE PAYABLE [Abstract] | ' | ' | ' |
Fair value at the commitment date for convertible instruments | $144,346 | ' | $144,346 |
Change in fair value of embedded derivative liability | -54,974 | ' | -54,974 |
Derivative liability - December 31, 2013 | $89,372 | ' | $89,372 |
CONVERTIBLE_DEBT_Fair_Value_Me
CONVERTIBLE DEBT (Fair Value Measurement Assumptions) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Commitment Date [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Expected dividends: | 0.00% |
Expected volatility: | 391.00% |
Expected term (years): | '9 months |
Risk free interest rate: | 0.13% |
Remeasurement Date [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Expected dividends: | 0.00% |
Expected volatility: | 371.00% |
Expected term (years): | '7 months 24 days |
Risk free interest rate: | 0.13% |
DEBT_RELATED_PARTY_Details
DEBT - RELATED PARTY (Details) (President [Member], Notes Payable, Related Party [Member], USD $) | Dec. 31, 2013 |
President [Member] | Notes Payable, Related Party [Member] | ' |
Related Party Transaction [Line Items] | ' |
Debt instrument, face amount | $75,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stockholders Equity Note [Line Items] | ' | ' |
Contribution to capital from shareholder | ' | $20,000 |
Value of shares issued to lender | $1,000 | ' |
Realty Capital Management Limited [Member] | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued to lender | 1,000,000 | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 19, 2014 | Mar. 18, 2014 | Mar. 18, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Series A Preferred Shares [Member] | Series A Preferred Shares [Member] | ||||
Vote | Scott Corlett [Member] | ||||
Vote | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ' | 500,000 | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | ' | $0.00 | ' |
Authorized Common and Preferred stock, shares | 251,000,000 | ' | ' | ' | ' |
Common and Preferred Shares, par value (in dollars per share) | $0.00 | ' | ' | ' | ' |
Preferred Stock, number of votes per share | ' | ' | ' | 500 | 500 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 750,000,000 | ' | ' |
Common stock, par value per share (in dollars per share) | $0.00 | $0.00 | ' | ' | ' |
Issuance of common stock in exchange for services, shares | ' | ' | ' | ' | 500,000 |