Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 26, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'Gepco, Ltd. | ' | ' |
Entity Central Index Key | '0001454010 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
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 | ' | ' | $429,642 |
Entity Common Stock, Shares Outstanding | ' | 221,252,555 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheet
Consolidated Balance Sheet (USD $) | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' |
TOTAL ASSETS | $0 |
Liabilities | ' |
Accounts payable and accrued liabilities | 27,087 |
Convertible notes (net of discount of $109,498) | 119,951 |
Advances payable | 1,261 |
Notes payable to related parties - in default | 50,000 |
Total current liabilities | 198,299 |
Total Liabilities | 198,299 |
Stockholders' Deficit | ' |
Preferred stock, $.001 par value, 15,000,000 shares authorized, none issued and outstanding | 0 |
Common stock, $.001 par value, 250,000,000 shares authorized, 193,582,555 issued and outstanding | 193,583 |
Deficit accumulated during development stage (inclusive of deficit assumed at merger) | -391,882 |
Total stockholders' deficit | -198,299 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' |
Common stock par value | $0.00 |
Common stock shares authorized | 250,000,000 |
Common stock shares issued | 193,582,555 |
Common stock shares outstanding | 193,582,555 |
Preferred stock par value | $0.00 |
Preferred stock shares authorized | 15,000,000 |
Preferred stock shares issued | 0 |
Preferred stock shares outstanding | 0 |
Consolidated_Statement_of_Oper
Consolidated Statement of Operations (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Income Statement [Abstract] | ' |
Revenue | $0 |
Cost of goods sold | 0 |
Gross profit/(loss) | 0 |
Operating expenses | ' |
General and administrative | 1,772 |
Legal and accounting | 13,523 |
Total expenses | 15,295 |
Operating loss | -15,295 |
Interest expense | -7,812 |
Other expense | -7,812 |
Net loss | ($23,107) |
Loss per share, basic | ($0.00) |
Weighted average common shares, basic | 162,106,265 |
Consolidated_Statement_of_Shar
Consolidated Statement of Shareholders Equity (Deficit) (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Stocks issued in acquisition, value | $0 |
Effect of reverse merger, value | -175,192 |
Net loss | -23,107 |
Ending balance, value | -198,299 |
Common Stock | ' |
Stocks issued in acquisition, shares | 150,000,000 |
Stocks issued in acquisition, value | 150,000 |
Effect of reverse merger, shares | 43,582,555 |
Effect of reverse merger, value | 43,583 |
Ending balance, shares | 193,582,555 |
Ending balance, value | 193,583 |
Additional Paid-In Capital | ' |
Stocks issued in acquisition, value | 0 |
Ending balance, value | 0 |
Deficit Accumulated During Exploration Stage | ' |
Stocks issued in acquisition, value | -150,000 |
Effect of reverse merger, value | -218,775 |
Net loss | -23,107 |
Ending balance, value | ($391,882) |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Cash flows from operating activities | ' |
Net loss | ($23,107) |
Adjustment to reconcile net loss to net cash used n operations | ' |
Amortization of debt discount | 6,535 |
Cash used in operations | ' |
Accounts payable and accrued liabilies | 4,368 |
Accrued interest | 1,277 |
Total cash used in operations | -10,927 |
Cash from financing activities | ' |
Proceeds from convertible notes | 10,927 |
Total cash from financing activities | 10,927 |
DECREASE IN CASH | 0 |
BEGINNING CASH | 0 |
ENDING CASH | 0 |
Supplemental disclosure of cash flow information: | ' |
Interest paid | 0 |
Income taxes paid | 0 |
Supplemental disclosure of non-cash investing activities: | ' |
Accounts payable acquired in reverse merger | -22,719 |
Advances payable in reverse merger | -1,261 |
Convertible notes, related party (net of $116,033 debt discount) acquired in reverse merger | -101,212 |
Notes payable acquired in reverse merger | ($50,000) |
1_HISTORY_OF_OPERATIONS
1. HISTORY OF OPERATIONS | 3 Months Ended | ||
Dec. 31, 2013 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
1. HISTORY OF OPERATIONS | ' | ||
Gepco, Ltd. (“Gepco, Ltd.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd. The Company’s initial business plan was to specialize in leasing equipment to a select clientele. Because it took longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business. The leasing business generated minimal revenues since inception and has been discontinued. | |||
On June 4, 2010, the Company, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). The Company’s primary business after the Allianex acquisition until the acquisition of Wikifamilies SA, as discussed below, was the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Allianex Corp. generated nominal revenues since the acquisition and the assets were disposed of on December 22, 2011. | |||
On May 20, 2011, the Company acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”), making Wikifamilies SA a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the Wikifamilies acquisition was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in previous reports was the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011. | |||
On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name. | |||
As of May 20, 2011, the Company’s business plan as Wikifamilies was to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis on families and new technologies which web-based platform was intended to enhance the ability of families to communicate and share family history and events while providing a secure location to transact family-related business matters. Then, on September 7, 2012, our business plan changed to the development and marketing of an Internet search engine through the licensing from Clairnet, Ltd. of their process enabling online and mobile viewers to search, index, watch and personalize web-based videos while facilitating the monetizing of investments by video content providers, advertisers and marketers. | |||
On September 7, 2012, Wikifamilies, Inc. entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET were to be exchanged for 36,504,056 shares in Wikifamilies Inc, representing 75% of the company’s common stock. Additionally, ClairNET Ltd was to receive 2,500,000 shares of Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies was to acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies, Inc. | |||
On September 8, 2012, the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between Wikifamilies Inc. and Wikifamilies SA, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionally, Wikifamilies, Inc forgave the intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of salaries, fees and expenses to the founders. | |||
On September 10, 2012, the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as Members of the Board of Directors. | |||
On September 10, 2012, following the appointment of the new Board Members, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as Board Member and Chief Financial Officer effective September 13, 2012, and Malcolm Hutchinson resigned his position as Board Member and Chief Executive Officer effective September 13, 2012. | |||
The three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the State of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity, and failed to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board of Directors with no response, certain creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada to receive custodianship of the Company. | |||
On April 8, 2013, the Eighth District Court of the State of Nevada appointed Trisha Malone as Custodian of Wikifamilies, Inc. pursuant to section 78.347 of the Nevada Revised Statutes, and authorized her to appoint a new Board of Directors, to continue the business of the Company, and to bring current the Company’s filings with the SEC. The appointment was made pursuant to a petition filed by Trisha Malone with the Court on February 27, 2013, to become Custodian of the Company due to former management’s malfeasance and nonfeasance in allowing the filings with the SEC to become delinquent, exposing the Company to potential revocation of registration proceedings under Section 12j of the Securities Exchange Act of 1934 and a potential trading suspension under Section 12k of the Securities Exchange Act, and in failing to maintain the business of the Company. | |||
The Court also nullified the issuance of shares of Company Common Stock issued as a result of the Exchange Agreement entered into between the Company and Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012 and the Technology License Agreement between the Company and Clairnet, Ltd., a Hong Kong corporation. Among the nonfeasance of the prior management was the failure to effect the change of the Company's name from Wikifamilies, Inc. to Clairnet, Ltd. in the marketplace, by notification to FINRA. Prior to being known as Clairnet, Ltd., the Company was known as Wikifamilies, Inc., to reflect the business plan of operations of its foreign subsidiary, Wikifamilies, S.A. However, Wikifamilies, S.A. was returned to its founders by reason of a Rescission Agreement executed between the founders and the Company on September 8, 2012. | |||
The Court further ordered that all stocks issued as a result of the September 7, 2012 Share Exchange Agreement between the Company and ClairNET Ltd., a Hong Kong entity and their shareholders, are declared null and void and ordered to be returned to the Company or its transfer agent for cancellation. The Court further ordered that the License Agreement between the Company and ClairNET, Ltd. a Hong Kong entity, is declared null and void. | |||
Finally, the Court ordered the cancellation of an aggregate of 26,925,000 shares of Common Stock to effectuate the Company's September 8, 2012 Rescission agreement with the founders of Wikifamilies SA. | |||
On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel. | |||
On August 27, 2013, the Company held a Special Meeting of Shareholders. At the Special Meeting, the Shareholders of the Company approved the change in the Corporation’s name from Wikifamilies, Inc. to Gepco, Ltd. On September 11, 2013, the Company filed an amendment to its Articles of Incorporation to, inter alia, change its name to Gepco, Ltd. from Clairnet, Ltd. (Wikifamilies, Inc.) In conjunction with the amendment, the Company filed with FINRA to change its name and ticker symbol. Effective October 8, 2013, the Company’s common stock, which was previously traded under the ticker symbol “WFAM” on the OTCQB market, began trading under the new ticker symbol “GEPC”. | |||
On October 15, 2013, Gepco, Ltd. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with GemVest, Ltd. pursuant to which the Company agreed to purchase (the “Acquisition”) 100% of the issued and outstanding capital stock (“GemVest Shares”) of GemVest, Ltd., a Nevada corporation (“GemVest”) in exchange for 150,000,000 shares of the Company’s restricted Common Stock. The Acquisition was consummated (the “Closing”) on December 6, 2013, in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended and resulted in a change in control of the Company. Pursuant to the Agreement, GemVest and the Company agreed to the following covenants regarding management of the Company for a period of five years from the date of Closing: | |||
· | Angelique de Maison shall serve as Executive Chairman of the Company and of GemVest, Peter Voutsas shall serve as Chief Executive Officer and Chief Investment Officer of the Company and of GemVest, Trisha Malone shall serve as President, Chief Financial Officer and Secretary of the Company and Chief Financial Officer, Chief Operating Officer and Secretary of GemVest, Nicholas Marlin shall serve as Chief Marketing Officer the Company and President and Chief Marketing Officer of GemVest and Ronald Loshin shall serve as Chief Creative Officer of the Company and of GemVest. | ||
· | The Board of the Company shall consist of six directors: Angelique de Maison, Peter Voutsas, Trisha Malone, Larry Zielke, Ronald Loshin and Nicholas Marlin. The Board of GemVest shall consist of five directors: Angelique de Maison, Peter Voutsas, Trisha Malone, Ronald Loshin and Nicholas Marlin. | ||
· | If the Company’s EBITDA (as defined in GAAP) is not at least $750,000 for the fiscal year ended December 31, 2014, then on a pro rata basis, based on percentage of ownership of Gepco immediately prior to Closing, the shareholders of Gepco shall return to the Company one million shares of the Company’s Common Stock for each $10,000 increment by which EBITDA is less than $750,000. | ||
Subsequent to the Closing of the Acquisition, GemVest became a wholly owned subsidiary of Gepco. For accounting purposes, GemVest is deemed the accounting acquirer. | |||
For accounting purposes, the acquisition of GemVest by Gepco has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated. Consequently, the historical financial information in the accompanying consolidated financial statements is that of Gemvest from its date of inception, October 2, 2013 and that of the combined entity from December 6, 2013 through December 31, 2013. GemVest is a start-up development stage company that has had no revenue or expenses from its inception through December 31, 2013. As the Company was a shell company prior to the acquisition of GemVest, GemVest is the acquirer for accounting purposes, and future financial reporting shall be set forth as if GemVest acquired the Company. As a result of the Merger, Gepco now owns all of the assets, liabilities and operations of GemVest and ownership to all intellectual property rights for GemVest in the future. | |||
Unless the context otherwise requires, references to the “Company” mean the Company and its subsidiary GemVest, Ltd. In the context of Common Stock, notes and other securities, references to the “Company” mean Gepco, Ltd. unless otherwise stated. |
2_GOING_CONCERN
2. GOING CONCERN | 3 Months Ended |
Dec. 31, 2013 | |
Going Concern | ' |
2. GOING CONCERN | ' |
The Company has not generated any revenue since inception and has funded its operations primarily through the issuance of equity. As shown in the accompanying consolidated financial statements, the Company has a limited operating history and limited funds and has an accumulated deficit during development stage of $391,882 at December 31, 2013. Accordingly, the Company’s ability to identify and accomplish a business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing. | |
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. | |
3_SIGNIFICANT_ACCOUNTING_POLIC
3. SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
3. SIGNIFICANT ACCOUNTING POLICIES | ' | ||
Basis of Presentation | |||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of Gepco, Ltd. and its 100% wholly-owned subsidiary, GemVest, Ltd. All intercompany balances and transactions have been eliminated in consolidation. As the Company was a shell company prior to the acquisition of GemVest, GemVest is the acquirer for accounting purposes, and future financial reporting shall be set forth as if GemVest acquired the Company. GemVest, Ltd. was incorporated on October 2, 2013 in the State of Nevada. GemVest is a start-up development stage company that began selling and brokering high end rare investment grade diamonds in the first quarter of 2014, but had no revenue or significant expenses from its inception through December 31, 2013. | |||
Estimates | |||
The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 these estimates. | |||
Revenue Recognition | |||
Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered. | |||
Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met: | |||
· | evidence of an arrangement exists; | ||
· | delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser; | ||
· | transaction costs can be reliably measured; | ||
· | the selling price is fixed or determinable; and | ||
· | collectability is reasonably assured. | ||
Property and Equipment | |||
Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred. | |||
Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually. | |||
Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell. | |||
Fair Value of Financial Instruments | |||
The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments. | |||
Beneficial Conversion Feature of Convertible Notes Payable | |||
The convertible feature of certain of our convertible notes payable provides for a rate of conversion that was at market value at the time of issuance but below market value at market close on the same day. Such feature is normally characterized as a “Beneficial Conversion Feature” (“BCF”). Pursuant to Accounting Standards Codification Topic 470-20-25 “Debt” (ASC 470-20-25), the estimated fair value of the BCF is recorded in the consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to accretion of convertible debt discount over the term of the notes (or conversion of the notes, if sooner). | |||
At the issuance of a series of convertible notes in 2013 the Company recorded a debt discount of $265,335. During the twelve months ended December 31, 2013, the Company recorded amortization of the BCF in connection with these convertible notes with a principal value of $310,788 in the amount of $155,837. This amortization has been reported after the Acquisition as a component of interest expense in the amount of $6,535 in the consolidated statement of operations and prior to the Acquisition as a component of retained earnings in the amount of $149,302 on the consolidated balance sheet. The debt discount balance at December 31, 2013 was $109,498 net of amortization. | |||
Income Taxes | |||
Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability 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 bases. 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 income in the period that includes the enactment date. | |||
Earnings (Loss) Per Share | |||
Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued. |
4_GEMVEST_LTD_ACQUISITION
4. GEMVEST, LTD. ACQUISITION | 3 Months Ended |
Dec. 31, 2013 | |
Business Combinations [Abstract] | ' |
4. GEMVEST, LTD. ACQUISITION | ' |
On October 15, 2013, the Company entered into a Stock Purchase Agreement with GemVest pursuant to which the Company purchased 100% of the issued and outstanding capital stock of GemVest, a Nevada corporation in exchange for 150,000,000 shares of the Company’s restricted Common Stock which at closing represented approximately 77.49% of the Company’s outstanding Common Stock. | |
Subsequent to closing of the Acquisition, GemVest became a wholly owned subsidiary of Gepco. For accounting purposes, GemVest is deemed the accounting acquirer. As a result, the business and financial information included in the report is the business and financial information of GemVest prior to December 6, 2013 and the combined entity after December 6, 2013. The assets and liabilities of both companies were retained as of December 6, 2013 while the stockholder’s equity of Gepco prior to the acquisition was eliminated with the exception of accumulated deficit that exceeded the additional paid in capital balance. Such retained losses in the amount of $368,775 are included as a deficit assumed at merger. |
5_FAIR_VALUE_OF_FINANCIAL_INST
5. FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Schedule of Investments [Abstract] | ' | ||||||
5. FAIR VALUE OF FINANCIAL INSTRUMENTS | ' | ||||||
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10 35-37 are described below: | |||||||
Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |||||||
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |||||||
Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. | |||||||
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at December 31, 2013. | |||||||
In accordance with ASC 820, the following table presents the Company’s fair value hierarchy for its financial assets (investments) as of December 31, 2013: | |||||||
Level | 12/31/13 | ||||||
Level 1 | – | ||||||
Level 2 | – | ||||||
Level 3 | – | ||||||
6_CONVERTIBLE_NOTES
6. CONVERTIBLE NOTES | 3 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Convertible Notes Payable [Abstract] | ' | ||||||||||||||||||||
6. CONVERTIBLE NOTES | ' | ||||||||||||||||||||
The following table sets forth the outstanding Convertible Note indebtedness of the Company at the date indicated: | |||||||||||||||||||||
Principal at | Accrued | Balance at | Unamortized | Convertible | |||||||||||||||||
December 31, | Interest | December 31, | Debt | Note Balance | |||||||||||||||||
2013 | 2013 | Discount | at | ||||||||||||||||||
December 31, | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Suprafin, Ltd. | $ | 131,461 | $ | 10,317 | $ | 141,778 | $ | (67,942 | ) | $ | 73,836 | ||||||||||
Sunatco, Ltd. | 85,150 | 2,520 | 87,670 | (41,556 | ) | 46,114 | |||||||||||||||
Total convertible notes | $ | 216,611 | $ | 12,838 | $ | 229,449 | $ | (109,498 | ) | $ | 119,951 | ||||||||||
On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered which had been previously been recorded as accrued salaries, see Note 8: RELATED PARTY TRANSACTIONS, to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177, and to Suprafin, Ltd. in the amount of $141,461 for past expenses paid on behalf of the Company which had previously been recorded as note payable, see Note 7: NOTES PAYABLE. These Convertible Notes are convertible into shares of the Company’s Common Stock at $.005 per share. | |||||||||||||||||||||
On April 16, 2013 Trisha Malone requested that her $40,000 Convertible Note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 Convertible Note be converted to 8,835,480 shares of Common Stock. As these Convertible Notes were converted within the conversion term, there was no gain or loss on the conversion. | |||||||||||||||||||||
The Company accrued interest at 10% per annum on the Convertible Note for Suprafin, Ltd. Accrued interest in the amount of $10,317 is included in Suprafin, Ltd.’s note balance as of December 31, 2013. On October 15, 2013 Suprafin, Ltd. elected to convert $10,000 of their Note with the Company into 2,000,000 shares of the Company’s Common Stock. | |||||||||||||||||||||
On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. up to $100,000 for loans for expenses paid on behalf of the Company. Through December 31, 2013, Sunatco, Ltd. loaned the Company a total of $85,150 for working capital needs including $37,601 in past expenses paid on behalf of the Company which had previously been recorded as note payable, see Note 7: NOTES PAYABLE. These Convertible Notes are convertible into shares of the Company’s Common Stock at $.01 per share. The Company accrued interest at 10% per annum on the Convertible Note for Sunatco, Ltd. Accrued interest in the amount of $2,520 is included in Sunatco, Ltd.’s note balance as of December 31, 2013. | |||||||||||||||||||||
The Company evaluated beneficial conversion feature as of issuance date of the Convertible Notes and recorded debt discount in the amount of $265,335. Debt discount is amortized over term of the Convertible Notes or at conversion of the note if earlier. As of December 31, 2013 $155,837 of the debt discount had been amortized leaving a balance of $109,498 unamortized. |
7_NOTES_PAYABLE
7. NOTES PAYABLE | 3 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
7. NOTES PAYABLE | ' | ||||
The following table sets forth the outstanding advances and notes payable indebtedness of the Company at the date indicated: | |||||
Balance at | |||||
December 31, | |||||
2013 | |||||
Advances payable: | |||||
Suprafin, Ltd. | $ | 1,261 | |||
Notes payable: | |||||
Thomas Hudson | 50,000 | ||||
Total notes payable | $ | 51,261 | |||
Through December 31, 2012 Suprafin, Ltd. had loaned the Company a total of $103,944 for working capital needs and assumed $38,565 in loans due for a total loan balance of $142,509 as of December 31, 2012. These loans were provided at no interest, payable on demand. On April 16, 2013 the Board of Directors elected to issue a Convertible Note to Suprafin, Ltd. for past expenses paid totaling $141,461, the total amount due to Suprafin, Ltd. as of April 16, 2013. This note is convertible into shares of the Company’s Common Stock at $.005 per share. The balance due to Suprafin, Ltd. under the original loan not replaced by the Convertible Note is $1,261. See NOTE 6: CONVERTIBLE NOTES. | |||||
Through August 21, 2013 Sunatco, Ltd. had loaned the Company a total of $37,601 for working capital needs. These loans were provided at no interest, payable on demand. On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. up to $100,000 for expenses paid on behalf of the Company. This note is convertible into shares of the Company’s Common Stock at $.01 per share. See NOTE 6: CONVERTIBLE NOTES. | |||||
On February 14, 2012, former Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on September 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to September 30, 2012. The loan is currently in default. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) warrants enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such warrants in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) warrants enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such warrants in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. As the warrants were in lieu of interest, we recorded an interest expense as of December 31, 2012 of $37,487. The fair value of the warrants in lieu of interest expenses is valued using Black-Sholes option-pricing model. The loan was not repaid as of December 31, 2013. |
8_RELATED_PARTY_TRANSACTIONS
8. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
8. RELATED PARTY TRANSACTIONS | ' |
Common Stock Issuances | |
On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered, Suprafin, Ltd. for past expenses paid totaling $141,461, and to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177. These notes are convertible into shares of the Company’s Common Stock at $.005 per share. Trisha Malone requested that her $40,000 note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 note be converted to 8,835,480 shares of Common Stock. On October 15, 2013 Suprafin, Ltd. elected to convert $10,000 of their Note with the Company into 2,000,000 shares of the Company’s Common Stock. Ms. Malone is an officer and director of the Company and is therefore a related party. Walker River Investments Corp. owned more than 10% of the Company following the conversion of their note into common stock and may therefore be considered a related party. Zirk de Maison is the husband of Angelique de Maison, our Executive Chairman and therefore may be considered a related party to the Company although Mr. and Mrs. de Maison individually disclaim beneficial ownership of the other’s property and investments. Mr. de Maison is the sole officer and shareholder of Suprafin, Ltd. | |
Also on April 16, 2013 the Board of Directors granted Trisha Malone 2,000,000 shares of Common Stock valued at $19,800 as advance payment for services to be performed as Chief Executive Officer, Chief Financial Officer and Secretary of the corporation and granted Larry A. Zielke 1,000,000 shares of Common Stock valued at $9,900 as advance payment for services to be performed as Vice President of the Corporation. | |
Notes and Loans | |
On February 14, 2012, former Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was due on September 30, 2012 and is currently in default. See Note 7: NOTES PAYABLE. Mr. Hudson is no longer a director of the Company. | |
On April 16, 2013 the Board of Directors elected to issue a Convertible Note to Suprafin, Ltd. for loans for past expenses paid totaling $141,461, the total amount due to Suprafin, Ltd. as of April 16, 2013. This note is convertible into shares of the Company’s Common Stock at $.005 per share. On October 15, 2013 Suprafin, Ltd. elected to convert $10,000 of their Note with the Company into 2,000,000 shares of the Company’s Common Stock leaving a principal balance due of $131,461 as of December 31, 2013. In addition the balance due to Suprafin, Ltd. under the original loan not replaced by the Convertible Note is $1,261 which remains due as of December 31, 2013. See NOTE 6: CONVERTIBLE NOTES and See Note 7: NOTES PAYABLE. | |
On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. for up to $100,000 for loans for expenses paid on behalf of the Company. This note is convertible in to shares of the Company’s Common Stock at the rate of $0.01 per share. $85,150 had been borrowed under this note as of December 31, 2013. See Note 7: NOTES PAYABLE. Mr. de Maison is the sole officer and shareholder of Sunatco, Ltd. | |
Accrued Salaries | |
On April 16, 2013 the Board of Directors elected to issue a Convertible Note to Trisha Malone in the amount of $40,000 for accrued salaries for past services rendered and on the same day Trisha Malone requested that her Convertible Note be converted to shares of Common Stock. As of December 31, 2013 there were no accrued salaries due. |
9_INCOME_TAXES
9. INCOME TAXES | 3 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
9. INCOME TAXES | ' | ||||
FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. | |||||
FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. | |||||
The total deferred tax asset is $8,087 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items: | |||||
For the period ended December 31, | 2013 | ||||
Book loss for the year | $ | (23,107 | ) | ||
Adjustments: | |||||
– | |||||
Tax loss for the year | $ | (23,107 | ) | ||
Estimated effective tax rate | 35% | ||||
Deferred tax asset | $ | (8,087 | ) | ||
The total valuation allowance is $8,087. Details for the year ended December 31, 2013 is as follows: | |||||
For the period ended December 31, | 2013 | ||||
Deferred tax asset | $ | 8,087 | |||
Valuation allowance | (8,087 | ) | |||
Current taxes payable | – | ||||
Income tax expense | $ | – | |||
The cumulative net loss carry forward of approximately $8,087 as of December 31, 2013 will expire beginning in the year 2029. |
10_COMMON_STOCK
10. COMMON STOCK | 3 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' Deficit | ' | ||||||||||||
10. COMMON STOCK | ' | ||||||||||||
The authorized capital stock of Gepco, Ltd. consists of 250,000,000 shares of Common Stock, $0.001 par value per share, and 15,000,000 shares of Preferred Stock, par value of $0.001 per share. At December 31, 2013, there were outstanding 193,582,555 shares of Common Stock and no shares of Preferred Stock. | |||||||||||||
On February 14, 2012, the Company issued 200,000 warrants for the purchase of 200,000 shares of Common Stock at a redemption price of twenty cents ($.20) per share in connection with a loan agreement. Redemption of such warrants in entirety or in part is at the sole discretion of warrant holder. The warrants shall remain valid for a period of three years from the date of the loan or February 14, 2015, after which they shall become null and void. See NOTE 7: NOTES PAYABLE. | |||||||||||||
The following is a summary of warrant activity for the year ended December 31, 2013: | |||||||||||||
Number of | Weighted | Weighted Average | |||||||||||
Shares | Average | Remaining | |||||||||||
Exercise | Life | ||||||||||||
Price | |||||||||||||
Outstanding - December 6, 3013: | 200,000 | $ | 0.2 | 14.5 months | |||||||||
Warrants Issued | – | – | |||||||||||
Warrants Exercised | – | – | |||||||||||
Outstanding - December 31, 2013: | 200,000 | $ | 0.2 | 13.7 months | |||||||||
On December 6, 2013, the Company issued 150,000,000 shares of Common Stock to the shareholders of GemVest, Ltd. upon closing of the Stock Purchase Agreement with GemVest, Ltd. as described in NOTE 4: GEMVEST ACQUISITION. |
11_NEW_ACCOUNTING_PRONOUNCEMEN
11. NEW ACCOUNTING PRONOUNCEMENTS | 3 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Changes and Error Corrections [Abstract] | ' | ||
11. NEW ACCOUNTING PRONOUNCEMENTS | ' | ||
In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-05, Service Concession Arrangements (Topic 853), a consensus of the FASB Emerging Issues Task Force. The objective of the update is to specify that an operating entity should not account for a service concession arrangement within the scope of this update as a lease in accordance with Topic 840, Leases. It is effective for fiscal years beginning after December 15, 2014. The Company does not expect ASU 2014-05 to have a material effect on its financial condition, results of operation, or cash flows. | |||
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to: | |||
- | Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and | ||
- | Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense. | ||
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations. | |||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations. |
12_SUBSEQUENT_EVENTS
12. SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
12. SUBSEQUENT EVENTS | ' |
New Share Issuances | |
On January 13, 2014 Suprafin, Ltd. elected to convert $15,000 of their Convertible Note with the Company into 3,000,000 shares of the Company’s Common Stock. | |
On February 5, 2014 Suprafin, Ltd. elected to convert $113,350 of their Convertible Note with the Company into 22,670,000 shares of the Company’s Common Stock and Sunatco, Ltd. elected to convert $10,000 of their Convertible Note with the Company into 1,000,000 shares of the Company’s Common Stock. | |
On March 18, 2014 Sunatco, Ltd. elected to convert $10,000 of their Convertible Note with the Company into 1,000,000 shares of the Company’s Common Stock. | |
Other Events | |
On October 15, 2013 the Board of Directors approved the sale of up to 15,000,000 shares of Common Stock at a price of $0.10 per share. The sale of such shares began in March of 2014 with 350,000 shares sold as of the date of this filing recorded as subscription payable. | |
On January 23, 2014 the Company purchased a 10.76 carat, round cut, nearly colorless, Hearts and Arrows diamond for an undisclosed amount. This diamond was independently graded as “G” in color, SI1 in clarity with no florescence, triple excellent cut (excellent polish, cut and symmetry), and with perfect depth and table. | |
On March 19, 2014 the Company sold a 6.01 carat, round cut, nearly colorless diamond. This diamond was independently GIA graded as “G” in color, SI1 in clarity. The stone was taken in on consignment so GemVest had no exposure on the stone, which was sold on behalf of a third party for $195,000. GemVest made a 21.875% profit on the sale. | |
On March 27, 2014 the Company signed an Employment Agreement with Peter Voutsas in which the Company agreed to pay Mr. Voutsas a 2% commission on all sales in lieu of a salary. Mr. Voutsas and the Company also agreed in part that Mr. Voutsas, as the owner of Peter Marco, LLC, will continue to own and operate Peter Marco, LLC alongside his employment with the Company. As a substantial portion of the Company’s inventory will be located inside of Peter Marco, LLC’s storefront in Beverly Hills, California (dba Peter Marco Extraordinary Jewels of Beverly Hills); Mr. Voutsas agreed to devote all of Mr. Voutsas’s business time, energy and efforts first to the business of the Company and to use his best efforts and abilities faithfully and diligently to promote the Company’s business interests before the interests of Peter Marco, LLC. Mr. Voutsas agreed to display the inventory of the Company in a prime location at the storefront and to promote the sale of the Company’s inventory before the inventory of Peter Marco, LLC. |
3_SIGNIFICANT_ACCOUNTING_POLIC1
3. SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Presentation | ' | ||
Basis of Presentation | |||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of Gepco, Ltd. and its 100% wholly-owned subsidiary, GemVest, Ltd. All intercompany balances and transactions have been eliminated in consolidation. As the Company was a shell company prior to the acquisition of GemVest, GemVest is the acquirer for accounting purposes, and future financial reporting shall be set forth as if GemVest acquired the Company. GemVest, Ltd. was incorporated on October 2, 2013 in the State of Nevada. GemVest is a start-up development stage company that began selling and brokering high end rare investment grade diamonds in the first quarter of 2014, but had no revenue or significant expenses from its inception through December 31, 2013. | |||
Estimates | ' | ||
Estimates | |||
The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 these estimates. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered. | |||
Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met: | |||
· | evidence of an arrangement exists; | ||
· | delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser; | ||
· | transaction costs can be reliably measured; | ||
· | the selling price is fixed or determinable; and | ||
· | collectability is reasonably assured. | ||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred. | |||
Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually. | |||
Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments. | |||
Beneficial Conversion Feature of Convertible Notes Payable | ' | ||
Beneficial Conversion Feature of Convertible Notes Payable | |||
The convertible feature of certain of our convertible notes payable provides for a rate of conversion that was at market value at the time of issuance but below market value at market close on the same day. Such feature is normally characterized as a “Beneficial Conversion Feature” (“BCF”). Pursuant to Accounting Standards Codification Topic 470-20-25 “Debt” (ASC 470-20-25), the estimated fair value of the BCF is recorded in the consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to accretion of convertible debt discount over the term of the notes (or conversion of the notes, if sooner). | |||
At the issuance of a series of convertible notes in 2013 the Company recorded a debt discount of $265,335. During the twelve months ended December 31, 2013, the Company recorded amortization of the BCF in connection with these convertible notes with a principal value of $310,788 in the amount of $155,837. This amortization has been reported after the Acquisition as a component of interest expense in the amount of $6,535 in the consolidated statement of operations and prior to the Acquisition as a component of retained earnings in the amount of $149,302 on the consolidated balance sheet. The debt discount balance at December 31, 2013 was $109,498 net of amortization. | |||
Income Taxes | ' | ||
Income Taxes | |||
Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability 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 bases. 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 income in the period that includes the enactment date. | |||
Earnings (Loss) Per Share | ' | ||
Earnings (Loss) Per Share | |||
Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued. |
5_FAIR_VALUE_OF_FINANCIAL_INST1
5. FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Fair Value Of Financial Instruments Tables | ' | ||||||
Fair value financial assets | ' | ||||||
Level | 12/31/13 | ||||||
Level 1 | – | ||||||
Level 2 | – | ||||||
Level 3 | – |
6_CONVERTIBLE_NOTES_Tables
6. CONVERTIBLE NOTES (Tables) | 3 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Convertible Notes Tables | ' | ||||||||||||||||||||
Schedule of convertible notes | ' | ||||||||||||||||||||
Principal at | Accrued | Balance at | Unamortized | Convertible | |||||||||||||||||
December 31, | Interest | December 31, | Debt | Note Balance | |||||||||||||||||
2013 | 2013 | Discount | at | ||||||||||||||||||
December 31, | |||||||||||||||||||||
2013 | |||||||||||||||||||||
Suprafin, Ltd. | $ | 131,461 | $ | 10,317 | $ | 141,778 | $ | (67,942 | ) | $ | 73,836 | ||||||||||
Sunatco, Ltd. | 85,150 | 2,520 | 87,670 | (41,556 | ) | 46,114 | |||||||||||||||
Total convertible notes | $ | 216,611 | $ | 12,838 | $ | 229,449 | $ | (109,498 | ) | $ | 119,951 |
7_NOTES_PAYABLE_Tables
7. NOTES PAYABLE (Tables) | 3 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Schedule of notes and advances payable | ' | ||||
Balance at | |||||
December 31, | |||||
2013 | |||||
Advances payable: | |||||
Suprafin, Ltd. | $ | 1,261 | |||
Notes payable: | |||||
Thomas Hudson | 50,000 | ||||
Total notes payable | $ | 51,261 |
9_INCOME_TAXES_Tables
9. INCOME TAXES (Tables) | 3 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Deferred income tax schedule | ' | ||||
For the period ended December 31, | 2013 | ||||
Book loss for the year | $ | (23,107 | ) | ||
Adjustments: | |||||
– | |||||
Tax loss for the year | $ | (23,107 | ) | ||
Estimated effective tax rate | 35% | ||||
Deferred tax asset | $ | (8,087 | ) | ||
Income tax expense schedule | ' | ||||
For the period ended December 31, | 2013 | ||||
Deferred tax asset | $ | 8,087 | |||
Valuation allowance | (8,087 | ) | |||
Current taxes payable | – | ||||
Income tax expense | $ | – |
10_COMMON_STOCK_Tables
10. COMMON STOCK (Tables) | 3 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stockholders' Deficit | ' | ||||||||||||
Warrant activity | ' | ||||||||||||
Number of | Weighted | Weighted Average | |||||||||||
Shares | Average | Remaining | |||||||||||
Exercise | Life | ||||||||||||
Price | |||||||||||||
Outstanding - December 6, 3013: | 200,000 | $ | 0.2 | 14.5 months | |||||||||
Warrants Issued | – | – | |||||||||||
Warrants Exercised | – | – | |||||||||||
Outstanding - December 31, 2013: | 200,000 | $ | 0.2 | 13.7 months |
3_SIGNIFICANT_ACCOUNTING_POLIC2
3. SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Debt discount on convertible notes payable | $109,498 |
Amortization of debt discount | $155,837 |
5_FAIR_VALUE_OF_FINANCIAL_INST2
5. FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Dec. 31, 2013 |
Level 1 | ' |
Fair value financial assets | $0 |
Level 2 | ' |
Fair value financial assets | 0 |
Level 3 | ' |
Fair value financial assets | $0 |
6_CONVERTIBLE_NOTES_Details
6. CONVERTIBLE NOTES (Details) (USD $) | Dec. 31, 2013 |
Principal balance, beginning | $216,611 |
Accrued interest | 12,838 |
Balance | 229,449 |
Unamortized debt discount | -109,498 |
Convertible note balance, ending balance | 119,951 |
Suprafin, Ltd. | ' |
Principal balance, beginning | 131,461 |
Accrued interest | 10,317 |
Balance | 141,778 |
Unamortized debt discount | -67,942 |
Convertible note balance, ending balance | 73,836 |
Sunatco, Ltd. | ' |
Principal balance, beginning | 85,150 |
Accrued interest | 2,520 |
Balance | 87,670 |
Unamortized debt discount | -41,556 |
Convertible note balance, ending balance | $46,114 |
7_NOTES_PAYABLE_Details
7. NOTES PAYABLE (Details) (USD $) | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' |
Advances payable suprafin | $1,261 |
Notes payable related parties | 50,000 |
Total notes payable | $51,261 |
8_RELATED_PARTY_TRANSACTIONS_D
8. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Dec. 31, 2013 |
Related Party Transactions Details Narrative | ' |
Accrued salaries | $0 |
9_INCOME_TAXES_DetailsDeferred
9. INCOME TAXES (Details-Deferred income taxes) (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Tax loss for the year | ($23,107) |
Estimated effective tax rate | 35.00% |
Deferred tax asset | ($8,087) |
9_INCOME_TAXES_DetailsIncome_t
9. INCOME TAXES (Details-Income tax expense) (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Deferred tax asset | $8,087 |
Valuation allowance | -8,087 |
Current taxes payable | 0 |
Income tax expense | $0 |
9_INCOME_TAXES_Details_Narrati
9. INCOME TAXES (Details Narrative) (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Income Taxes Details Narrative | ' |
Net operating loss carryforward | $8,087 |
Operating loss carryforward expiration date | 31-Dec-29 |
10_COMMON_STOCK_Details
10. COMMON STOCK (Details) (Warrants [Member], USD $) | 0 Months Ended | 1 Months Ended |
Dec. 07, 2013 | Dec. 31, 2013 | |
Warrants [Member] | ' | ' |
Number of Shares | ' | ' |
Warrants outstanding, beginning balance | 200,000 | 200,000 |
Warrants issued | ' | 0 |
Warrants Exercised | ' | 0 |
Warrants outstanding, ending balance | ' | 200,000 |
Weighted average exercise price | ' | ' |
Warrants outstanding, beginning balance | 0.2 | 0.2 |
Warrants issued | ' | ' |
Warrants Exercised | ' | ' |
Warrants outstanding, ending balance | ' | 0.2 |
Weighted average remaining life | ' | ' |
Warrants outstanding, ending balance | '1 year 2 months 15 days | '1 year 1 month 21 days |