Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 04, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Cullen Agricultural Holding Corp | ||
Entity Central Index Key | 1471256 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $7,223,696 | ||
Trading Symbol | CAGZ | ||
Entity Common Stock, Shares Outstanding | 22,780,714 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash | $489,069 | $678,082 |
Receivable from related party | 126,871 | 1,871 |
Prepaid expenses and other current assets | 130,226 | 69,512 |
Notes receivable | 0 | 1,200,000 |
Total Current Assets | 746,166 | 1,949,465 |
OTHER ASSETS | ||
Notes receivable | 1,500,000 | 0 |
Property and equipment, net | 3,326 | 91,861 |
TOTAL ASSETS | 2,249,492 | 2,041,326 |
CURRENT LIABILITIES | ||
Accrued expenses | 51,869 | 20,097 |
Current portion of note payable | 0 | 10,462 |
TOTAL LIABILITIES | 51,869 | 30,559 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $0.0001; authorized 1,000,000 shares; no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.0001; 200,000,000 shares authorized; 22,780,714 and 19,630,714 shares issued and outstanding at December 31, 2014 and 2013, respectively. | 2,279 | 1,964 |
Additional paid-in capital | 7,491,566 | 6,861,881 |
Accumulated deficit | -5,296,222 | -4,853,078 |
TOTAL STOCKHOLDERS' EQUITY | 2,197,623 | 2,010,767 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $2,249,492 | $2,041,326 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 22,780,714 | 19,630,714 |
Common stock, shares outstanding | 22,780,714 | 19,630,714 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $0 | $0 |
General and administrative expenses | 566,677 | 312,424 |
LOSS FROM OPERATIONS | -566,677 | -312,424 |
OTHER INCOME (EXPENSE) | ||
Interest income - notes receivable | 88,522 | 3,945 |
Interest expense - note payable | -184 | -484 |
Gain on sale of equipment | 36,465 | 0 |
TOTAL OTHER INCOME | 124,803 | 3,461 |
LOSS BEFORE TAXES | -441,874 | -308,963 |
INCOME TAXES | 1,270 | 1,260 |
NET LOSS | ($443,144) | ($310,223) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 19,806,193 | 19,630,714 |
Basic and diluted net loss per share (in dollers per share) | ($0.02) | ($0.02) |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
BEGINNING BALANCE at Dec. 31, 2012 | $2,320,990 | $1,964 | $6,861,881 | ($4,542,855) |
BEGINNING BALANCE (in shares) at Dec. 31, 2012 | 19,630,714 | |||
Net loss for the year ended | -310,223 | 0 | 0 | -310,223 |
ENDING BALANCE at Dec. 31, 2013 | 2,010,767 | 1,964 | 6,861,881 | -4,853,078 |
ENDING BALANCE (in shares) at Dec. 31, 2013 | 19,630,714 | |||
Issuance of common stock on December 5, 2014 at $0.20 per share | 430,000 | 215 | 429,785 | 0 |
Issuance of common stock on December 5, 2014 at $0.20 per share (in shares) | 2,150,000 | |||
Issuance of shares to directors as compensation | 200,000 | 100 | 199,900 | 0 |
Issuance of shares to directors as compensation (in shares) | 1,000,000 | |||
Net loss for the year ended | -443,144 | 0 | 0 | -443,144 |
ENDING BALANCE at Dec. 31, 2014 | $2,197,623 | $2,279 | $7,491,566 | ($5,296,222) |
ENDING BALANCE (in shares) at Dec. 31, 2014 | 22,780,714 |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 0 Months Ended |
Dec. 05, 2014 | |
Issuance of stock, per share | $0.20 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | ||
Net loss | ($443,144) | ($310,223) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on sale of equipment | -36,465 | 0 |
Stock-based compensation | 200,000 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | -60,714 | -37,276 |
Accrued expenses | 31,772 | -3,868 |
NET CASH USED IN OPERATING ACTIVITIES | -308,551 | -351,367 |
Cash Flows used in Investing Activities | ||
Issuance of notes receivable | -300,000 | -1,200,000 |
NET CASH USED IN INVESTING ACTIVITIES | -300,000 | -1,200,000 |
Cash Flows from Financing Activities | ||
Repayment of note payable | -10,462 | -10,170 |
Proceeds from issuance of common stock | 430,000 | 0 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 419,538 | -10,170 |
NET DECREASE IN CASH | -189,013 | -1,561,537 |
CASH - Beginning | 678,082 | 2,239,619 |
CASH - Ending | 489,069 | 678,082 |
Cash paid during the period for: | ||
Interest | 184 | 668 |
Taxes | 1,270 | 1,260 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Equipment sold in exchange for note recievable from related party | $125,000 | $0 |
Organization_Business_Operatio
Organization, Business Operations and Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Interim Financial Information, Organization, Business Operations and Significant Accounting Policies [Abstract] | ||
Organization, Business Operations, Significant Accounting Policies | Note 1- Organization, Business Operations and Significant Accounting Policies | |
Basis of Presentation, Management’s Plans and History | ||
Cullen Agricultural Holding Corp. (the “Company”, “we”, “us” or “our”) was incorporated in Delaware on August 27, 2009. To date, the Company has not generated any revenue. | ||
We were formed as a wholly-owned subsidiary of Triplecrown Acquisition Corp. (“Triplecrown”), a blank check company. CAT Merger Sub, Inc. (“Merger Sub”), a Georgia corporation, was incorporated as our wholly-owned subsidiary on August 31, 2009. We were formed in order to allow Triplecrown to complete a business combination (the “Merger”) with Cullen Agricultural Technologies, Inc. (“Cullen Agritech”), as contemplated by the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 4, 2009, as amended, among Triplecrown, the Company, Merger Sub, Cullen Agritech and Cullen Inc. Holdings Ltd. (“Cullen Holdings”). Cullen Agritech was formed on June 3, 2009. Cullen Agritech’s primary operations are conducted through Natural Dairy Inc., a wholly owned subsidiary of Cullen Agritech. Cullen Holdings is an entity controlled by Eric J. Watson, our former Chief Executive Officer, Secretary, Chairman of the Board and Treasurer and, prior to the Merger, was the holder of all of the outstanding common stock of Cullen Agritech. | ||
Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as a wholly owned subsidiary of the Company. As a result of the Merger, the former security holders of Triplecrown and Cullen Agritech became the security holders of the Company. Thus, the Company became a holding company, operating through its wholly-owned subsidiary, Cullen Agritech. The Merger was consummated on October 22, 2009. | ||
On December 31, 2014, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, Long Island Iced Tea Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Holdco”), Cullen Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Parent Merger Sub”), LIBB Acquisition Sub, LLC, a New York limited liability company and a wholly owned subsidiary of Holdco (“LIBB Merger Sub” and together with Parent Merger Sub, the “Merger Subs”), Long Island Brand Beverages, LLC, a New York limited liability company (“LIBB”), Phillip Thomas and Thomas Panza, each a member of LIBB. Pursuant to the Merger Agreement, among other things, (i) Parent Merger Sub will merge with and into the Company (the “Parent Merger”), with the Company surviving as a wholly owned subsidiary of Holdco and with the Company’s stockholders receiving newly issued shares of common stock, par value $0.0001 per share, of Holdco, (ii) LIBB Merger Sub will merge with and into LIBB (the “Company Merger,” and together with the Parent Merger, the “Mergers”), with LIBB surviving as a wholly owned subsidiary of Holdco and (iii) the members of LIBB will receive an aggregate of 39,500,000 newly issued shares of Holdco common stock, subject to adjustment as described below. | ||
If LIBB’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. If LIBB’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. LIBB’s net working capital target is $70,069, except that if the closing occurs after February 15, 2015, the target will be reduced by $3,333.33 for each day after such date through and including the closing date. | ||
If the Company’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. If the Company’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. the Company’s net working capital target is $786,985, except that if the closing occurs after February 15, 2015, the target will be reduced by $666.67 for each day after such date through and including the closing date. | ||
LIBB operates in the ready-to-drink tea segment of the beverage industry. LIBB has developed non-alcoholic, premium iced tea bottled beverages made with quality ingredients that are offered at an affordable price. LIBB is currently organized around its flagship brand Long Island Iced Tea, a ready-to-drink, proprietary recipe iced tea sold primarily on the East Coast of the United States through national and regional wholesale and supermarket chains and a network of distributors. | ||
For accounting purposes, the transactions will be treated as an acquisition of the Company by LIBB and as a recapitalization of LIBB, as the former LIBB members will hold a large percent of the Holdco shares and will exercise significant influence over the operating and financial policies of the consolidated entity and the Company was a public shell company at the time of the transaction. Pursuant to Accounting Standards Codification (“ASC”) 805-10-55-11 through 55-15, the merger or acquisition of a private operating company into a non-operating public shell with nominal assets is considered a capital transaction in substance rather than a business combination. | ||
Upon the consummation of the Merger, the combined entity will become a new publicly traded company. Through December 31, 2014, the Company has provided loans aggregating $1,500,000 to LIBB. The Merger Agreement between the Company and LIBB has not occurred and there is no assurance that such a merger will occur. The Company’s activities are subject to significant risks and uncertainties, including the risk that the Company will not be able to merge with a suitable operating business or that such operating business, once acquired, will not perform as expected. | ||
Principles of Consolidation | ||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cullen Agritech, including its wholly owned subsidiary, Natural Dairy. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Cash | ||
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. | ||
Property, Plant and Equipment | ||
Property and equipment are stated at cost, net of accumulated depreciation. The Company charges repairs and maintenance items to expense, while major improvements and betterments are capitalized. | ||
Depreciation and amortization is provided on the straight-line method over the following estimated useful lives of the assets: | ||
Buildings | 15 years | |
Machinery and equipment | 5 – 10 years | |
Transportation equipment | 5 years | |
Land improvements | 15 years | |
Use of Estimates | ||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | ||
Long-Lived Assets | ||
The Company accounts for its long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360 “Plant, Property and Equipment,” for purposes of determining and measuring impairment of its long-lived assets other than goodwill. The Company’s policy is to review the value assigned to its long lived assets to determine if they have been permanently impaired by adverse conditions which may affect the Company whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the Company identifies a permanent impairment such that the carrying amount of the Company’s long lived assets is not recoverable using the sum of an undiscounted cash flow projection, the impaired asset is adjusted to its estimated fair value, based on an estimate of future discounted cash flows which becomes the new cost basis for the impaired asset. Considerable management judgment is necessary to estimate undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. | ||
Income (Loss) Per Share | ||
The Company follows the provisions of FASB ASC 260, “Earnings Per Share” (“ASC 260”). In accordance with ASC 260, earnings per common share amounts (“Basic EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding for the period. Earnings per common share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential common stock outstanding during the period. ASC 260 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. | ||
Basic earnings per share is calculated using the average number of common shares outstanding and diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding warrants using the “treasury stock method.” | ||
Equity-Based Compensation | ||
The Company accounts for equity instruments issued to employees and directors in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the vesting period of the award. We recognize compensation costs over the requisite service period of the award. | ||
Income Taxes | ||
The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | ||
The Company has identified its federal tax return and its state tax return in Georgia as "major" tax jurisdictions. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated financial statements. The evaluation was performed for tax years of 2011 through 2014 which are open for tax authority review. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position or results of operations. | ||
The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties and interest for years ended December 31, 2014 and December 31, 2013. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | ||
Recently Issued and Adopted Accounting Pronouncements | ||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company elected to early adopt this ASU effective with the Quarterly Report on Form 10-Q for the period ended June 30, 2014 and its adoption resulted in the removal of previously required development stage disclosures. The adoption of ASU No. 2014-10 did not have a material effect on the Company’s consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. | ||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. | ||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Note 2 – Property and Equipment | |||||||
At December 31, 2014 and December 31, 2013, property and equipment consisted of the following: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Machinery and equipment | $ | - | $ | 154,231 | ||||
Website | 3,326 | 3,326 | ||||||
3,326 | 157,557 | |||||||
Less: Accumulated depreciation and amortization | - | 65,696 | ||||||
Property and equipment, net | $ | 3,326 | $ | 91,861 | ||||
Depreciation and amortization expense was $0 and $0 for the years ended December 31, 2014 and 2013, respectively. | ||||||||
On December 31, 2014, the Company entered into a Sale and Purchase Agreement with Hart Acquisition, LLC (“Hart”) an affiliate of the Company’s largest shareholder, pursuant to which the Company sold to Hart certain assets and intellectual property related to the Company’s former agricultural business for an aggregate purchase price of $125,000 (“Hart Purchase Agreement”). Pursuant to the Hart Purchase Agreement, the $125,000 proceeds was received on January 29, 2015. The equipment had a net book value of $88,535, resulting in the recognized gain of $36,465 during the year ended December 31, 2014. | ||||||||
All assets were taken out of service on December 31, 2012 and as a result since December 31, 2012, the Company has not recorded depreciation expense related to these assets. | ||||||||
Receivable_from_Related_Party
Receivable from Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Related Parties [Abstract] | |
Receivable | Note 3 – Receivable from Related Party |
As of December 31, 2014, $126,871 (consisting of $125,000 from the sale of equipment) was due from Hart (See Note 2). As of December 31, 2013, $1,871 was due from Hart. | |
Notes_Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Accounts and Notes Receivable, Net [Abstract] | |
Financing Receivables | Note 4 - Notes Receivable |
On November 19, 2013, the Company provided a loan in the amount of $600,000 to LIBB. On December 5, 2013, the Company provided a second loan to the LIBB in the amount of $600,000. On April 1, 2014, the Company provided a third loan in the amount of $300,000 to LIBB. Pursuant to the terms of the respective promissory notes, the loans bear interest at a rate of 6% per annum. On November 7, 2014, the Company and LIBB entered into an amendment to the promissory notes evidencing the loans described above to extend the maturity date of the promissory notes to March 15, 2015. On March 3, 2015, the Company and LIBB entered into an amendment of the promissory notes evidencing the loans described above to extend the maturity of the promissory notes to March 15, 2016. During the years ended December 31, 2014 and 2013, the Company recorded interest income of $88,522 and $3,945, respectively, related to these notes. As of December 31, 2014, accrued interest related to these loans was $92,466 which is included in prepaid expenses and other current assets, on the accompanying consolidated balance sheets. LIBB has granted the Company a security interest in certain of LIBB’s accounts receivable and inventory. | |
Note_Payable
Note Payable | 12 Months Ended |
Dec. 31, 2014 | |
Notes Payable [Abstract] | |
Note Payable | Note 5 - Note Payable |
On May 15, 2010 the Company entered into a note payable to a financial institution due May 15, 2014, payable in annual installments of $10,768, which included interest of 2.9% per annum. At December 31, 2014 and December 31, 2013, the outstanding principal balance of the notes payable was $0 and $10,462. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies |
On October 3, 2014, an action was filed entitled Madwell LLC (“Madwell”) v. Long Island Brand Beverages LLC, its Chief Executive Officer, and Paul Vassilakos, the Company’s Chief Executive Officer, Index No.: 509081/2014, in the Supreme Court of New York by Madwell. Madwell is seeking $940,000, which includes $440,000 for breach of contract and payment of services as well as punitive damages of $500,000. The Company has agreed to indemnify Mr. Vassilakos for any expenses he incurs in connection with such litigation. The Company does not believe that Mr. Vassilakos’ expenses in connection with such litigation will be material. | |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholdersb Equity | Note 7 - Stockholders’ Equity |
On December 5, 2014, the Company received proceeds of $430,000 in connection with the issuance of 2,150,000 shares to an investor at $0.20 per share. | |
On December 26, 2014, the Company issued a total of 1,000,000 shares of common stock to its independent directors. The shares, valued in the aggregate at $200,000, were fully vested upon issuance and were recorded as compensation expense and included within general and administrative expense for the year ended December 31, 2014. These shares were not issued under a plan. | |
2009_LongTerm_Incentive_Equity
2009 Long-Term Incentive Equity Plan | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
2009 Long-Term Incentive Equity Plan | Note 8 - 2009 Long-Term Incentive Equity Plan |
The Company’s 2009 Long-Term Incentive Equity Plan (the “Plan”) permits the granting of stock options, stock appreciation rights, restricted stock and other stock based awards to officers, employees, directors and consultants of the Company for up to 2,405,914 shares. Option awards are granted with an exercise price equal to the market price on the date of grant and they generally vest over a three year period and expire between 5 and 10 years from the date of issuance. Stock appreciation rights may be awarded in tandem with an option and shall no longer be exercisable upon termination or the exercise of the related option. The term of the stock appreciation right is determined by the Plan’s committee. Restricted stock and other stock based awards are awarded at the discretion of the Plan’s committee. During the years December 31, 2014 and 2013, there were no awards granted under this Plan. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Note 9 – Income Taxes | ||||||||
The components of the income tax provision are as follows: | |||||||||
For the year ended | For the year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Current | |||||||||
Federal | $ | - | $ | - | |||||
State | 1,270 | 1,260 | |||||||
Total current | 1,270 | 1,260 | |||||||
Deferred | |||||||||
Federal | -144,087 | -114,855 | |||||||
State | -16,780 | -13,376 | |||||||
-160,867 | -128,231 | ||||||||
Changes in valuation allowance | 160,867 | 128,231 | |||||||
Total deferred | - | - | |||||||
Income tax expense | $ | 1,270 | $ | 1,260 | |||||
Deferred income taxes, if applicable, are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: | |||||||||
For the year ended | For the year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 2,005,882 | $ | 1,845,015 | |||||
Total deferred tax assets | 2,005,882 | 1,845,015 | |||||||
Valuation allowance | -2,005,882 | -1,845,015 | |||||||
Net deferred tax asset | $ | - | $ | - | |||||
As of December 31, 2014 the Company has an estimated net operating loss carry forward (“NOLs”) of $5,284,205 which begins to expire starting in 2029. The Company has determined that the deferred tax asset has no value at this time, as the Company does not believe it will utilize these losses in the future, and accordingly has recorded a valuation allowance of 100% of the deferred tax asset. | |||||||||
For the years ended December 31, 2014 and 2013, the valuation allowance has increased by $160,867 and $128,231, respectively. | |||||||||
A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax to income from operations before provision for income taxes is as follows: | |||||||||
For the year Ended | For the year Ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Tax provision at statutory | (34 | %) | (34 | %) | |||||
State and local taxes (net of federal benefit) | 4 | % | 4 | % | |||||
Change in valuation allowance and non-deductible items | 38 | % | 38 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events |
The Company evaluates events that occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation , other than as disclosed in Note 4, the Company did not identify any recognized or non recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. | |
Organization_Business_Operatio1
Organization, Business Operations and Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Interim Financial Information, Organization, Business Operations and Significant Accounting Policies [Abstract] | ||
Organization and Nature of Operations | Basis of Presentation, Management’s Plans and History | |
Cullen Agricultural Holding Corp. (the “Company”, “we”, “us” or “our”) was incorporated in Delaware on August 27, 2009. To date, the Company has not generated any revenue. | ||
We were formed as a wholly-owned subsidiary of Triplecrown Acquisition Corp. (“Triplecrown”), a blank check company. CAT Merger Sub, Inc. (“Merger Sub”), a Georgia corporation, was incorporated as our wholly-owned subsidiary on August 31, 2009. We were formed in order to allow Triplecrown to complete a business combination (the “Merger”) with Cullen Agricultural Technologies, Inc. (“Cullen Agritech”), as contemplated by the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of September 4, 2009, as amended, among Triplecrown, the Company, Merger Sub, Cullen Agritech and Cullen Inc. Holdings Ltd. (“Cullen Holdings”). Cullen Agritech was formed on June 3, 2009. Cullen Agritech’s primary operations are conducted through Natural Dairy Inc., a wholly owned subsidiary of Cullen Agritech. Cullen Holdings is an entity controlled by Eric J. Watson, our former Chief Executive Officer, Secretary, Chairman of the Board and Treasurer and, prior to the Merger, was the holder of all of the outstanding common stock of Cullen Agritech. | ||
Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as a wholly owned subsidiary of the Company. As a result of the Merger, the former security holders of Triplecrown and Cullen Agritech became the security holders of the Company. Thus, the Company became a holding company, operating through its wholly-owned subsidiary, Cullen Agritech. The Merger was consummated on October 22, 2009. | ||
On December 31, 2014, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) by and among the Company, Long Island Iced Tea Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Holdco”), Cullen Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Parent Merger Sub”), LIBB Acquisition Sub, LLC, a New York limited liability company and a wholly owned subsidiary of Holdco (“LIBB Merger Sub” and together with Parent Merger Sub, the “Merger Subs”), Long Island Brand Beverages, LLC, a New York limited liability company (“LIBB”), Phillip Thomas and Thomas Panza, each a member of LIBB. Pursuant to the Merger Agreement, among other things, (i) Parent Merger Sub will merge with and into the Company (the “Parent Merger”), with the Company surviving as a wholly owned subsidiary of Holdco and with the Company’s stockholders receiving newly issued shares of common stock, par value $0.0001 per share, of Holdco, (ii) LIBB Merger Sub will merge with and into LIBB (the “Company Merger,” and together with the Parent Merger, the “Mergers”), with LIBB surviving as a wholly owned subsidiary of Holdco and (iii) the members of LIBB will receive an aggregate of 39,500,000 newly issued shares of Holdco common stock, subject to adjustment as described below. | ||
If LIBB’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. If LIBB’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. LIBB’s net working capital target is $70,069, except that if the closing occurs after February 15, 2015, the target will be reduced by $3,333.33 for each day after such date through and including the closing date. | ||
If the Company’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. If the Company’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. the Company’s net working capital target is $786,985, except that if the closing occurs after February 15, 2015, the target will be reduced by $666.67 for each day after such date through and including the closing date. | ||
LIBB operates in the ready-to-drink tea segment of the beverage industry. LIBB has developed non-alcoholic, premium iced tea bottled beverages made with quality ingredients that are offered at an affordable price. LIBB is currently organized around its flagship brand Long Island Iced Tea, a ready-to-drink, proprietary recipe iced tea sold primarily on the East Coast of the United States through national and regional wholesale and supermarket chains and a network of distributors. | ||
For accounting purposes, the transactions will be treated as an acquisition of the Company by LIBB and as a recapitalization of LIBB, as the former LIBB members will hold a large percent of the Holdco shares and will exercise significant influence over the operating and financial policies of the consolidated entity and the Company was a public shell company at the time of the transaction. Pursuant to Accounting Standards Codification (“ASC”) 805-10-55-11 through 55-15, the merger or acquisition of a private operating company into a non-operating public shell with nominal assets is considered a capital transaction in substance rather than a business combination. | ||
Upon the consummation of the Merger, the combined entity will become a new publicly traded company. Through December 31, 2014, the Company has provided loans aggregating $1,500,000 to LIBB. The Merger Agreement between the Company and LIBB has not occurred and there is no assurance that such a merger will occur. The Company’s activities are subject to significant risks and uncertainties, including the risk that the Company will not be able to merge with a suitable operating business or that such operating business, once acquired, will not perform as expected. | ||
Principles of Consolidation | Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cullen Agritech, including its wholly owned subsidiary, Natural Dairy. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Cash | Cash | |
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. | ||
Property and Equipment | Property, Plant and Equipment | |
Property and equipment are stated at cost, net of accumulated depreciation. The Company charges repairs and maintenance items to expense, while major improvements and betterments are capitalized. | ||
Depreciation and amortization is provided on the straight-line method over the following estimated useful lives of the assets: | ||
Buildings | 15 years | |
Machinery and equipment | 5 – 10 years | |
Transportation equipment | 5 years | |
Land improvements | 15 years | |
Use of Estimates | Use of Estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | ||
Long-Lived Assets | Long-Lived Assets | |
The Company accounts for its long-lived assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360 “Plant, Property and Equipment,” for purposes of determining and measuring impairment of its long-lived assets other than goodwill. The Company’s policy is to review the value assigned to its long lived assets to determine if they have been permanently impaired by adverse conditions which may affect the Company whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the Company identifies a permanent impairment such that the carrying amount of the Company’s long lived assets is not recoverable using the sum of an undiscounted cash flow projection, the impaired asset is adjusted to its estimated fair value, based on an estimate of future discounted cash flows which becomes the new cost basis for the impaired asset. Considerable management judgment is necessary to estimate undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. | ||
Income (Loss) Per Share | Income (Loss) Per Share | |
The Company follows the provisions of FASB ASC 260, “Earnings Per Share” (“ASC 260”). In accordance with ASC 260, earnings per common share amounts (“Basic EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding for the period. Earnings per common share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential common stock outstanding during the period. ASC 260 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. | ||
Basic earnings per share is calculated using the average number of common shares outstanding and diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding warrants using the “treasury stock method.” | ||
Equity-Based Compensation | Equity-Based Compensation | |
The Company accounts for equity instruments issued to employees and directors in accordance with accounting guidance that requires that awards are recorded at their fair value on the date of grant and are amortized over the vesting period of the award. We recognize compensation costs over the requisite service period of the award. | ||
Income Taxes | Income Taxes | |
The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | ||
The Company has identified its federal tax return and its state tax return in Georgia as "major" tax jurisdictions. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated financial statements. The evaluation was performed for tax years of 2011 through 2014 which are open for tax authority review. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position or results of operations. | ||
The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties and interest for years ended December 31, 2014 and December 31, 2013. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | ||
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company elected to early adopt this ASU effective with the Quarterly Report on Form 10-Q for the period ended June 30, 2014 and its adoption resulted in the removal of previously required development stage disclosures. The adoption of ASU No. 2014-10 did not have a material effect on the Company’s consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. | ||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Components Of Property And Equipment | At December 31, 2014 and December 31, 2013, property and equipment consisted of the following: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Machinery and equipment | $ | - | $ | 154,231 | ||||
Website | 3,326 | 3,326 | ||||||
3,326 | 157,557 | |||||||
Less: Accumulated depreciation and amortization | - | 65,696 | ||||||
Property and equipment, net | $ | 3,326 | $ | 91,861 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Components Of Income Tax Provision | The components of the income tax provision are as follows: | ||||||||
For the year ended | For the year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Current | |||||||||
Federal | $ | - | $ | - | |||||
State | 1,270 | 1,260 | |||||||
Total current | 1,270 | 1,260 | |||||||
Deferred | |||||||||
Federal | -144,087 | -114,855 | |||||||
State | -16,780 | -13,376 | |||||||
-160,867 | -128,231 | ||||||||
Changes in valuation allowance | 160,867 | 128,231 | |||||||
Total deferred | - | - | |||||||
Income tax expense | $ | 1,270 | $ | 1,260 | |||||
Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: | ||||||||
For the year ended | For the year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forwards | $ | 2,005,882 | $ | 1,845,015 | |||||
Total deferred tax assets | 2,005,882 | 1,845,015 | |||||||
Valuation allowance | -2,005,882 | -1,845,015 | |||||||
Net deferred tax asset | $ | - | $ | - | |||||
Provision for Income Tax Reconciliation | A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax to income from operations before provision for income taxes is as follows: | ||||||||
For the year Ended | For the year Ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Tax provision at statutory | (34 | %) | (34 | %) | |||||
State and local taxes (net of federal benefit) | 4 | % | 4 | % | |||||
Change in valuation allowance and non-deductible items | 38 | % | 38 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Organization_Business_Operatio2
Organization, Business Operations and Significant Accounting Policies (Estimated Useful Lives of Assets) (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Building [Member] | |
Property Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Transportation Equipment [Member] | |
Property Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Land Improvements [Member] | |
Property Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Organization_Business_Operatio3
Organization, Business Operations and Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 05, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.20 | $0.00 |
LIBB [Member] | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $0.00 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 39,500,000 | ||
Business Acquisition Estimated Net Working Capital Description | If LIBB’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. If LIBB’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. LIBB’s net working capital target is $70,069, except that if the closing occurs after February 15, 2015, the target will be reduced by $3,333.33 for each day after such date through and including the closing date. | ||
Related Party Transaction, Due from (to) Related Party | $1,500,000 | ||
Holdco [Member] | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Business Acquisition Estimated Net Working Capital Description | If the Company’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. If the Company’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. the Company’s net working capital target is $786,985, except that if the closing occurs after February 15, 2015, the target will be reduced by $666.67 for each day after such date through and including the closing date. |
Property_and_Equipment_Compone
Property and Equipment (Components of Property, Plant and Equipment) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | $3,326 | $157,557 |
Less: Accumulated depreciation and amortization | 0 | 65,696 |
Property and equipment, net | 3,326 | 91,861 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | 0 | 154,231 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment Gross | $3,326 | $3,326 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2015 | |
Property Plant and Equipment [Line Items] | |||
Depreciation, Depletion and Amortization | $0 | $0 | |
Proceeds from Sale of Property, Plant, and Equipment | 125,000 | ||
Property Plant and Equipment Net | 3,326 | 91,861 | |
Gain (Loss) on Disposition of Property Plant Equipment | 36,465 | 0 | |
Hart Acquisition, LLC Hartb [Member] | |||
Property Plant and Equipment [Line Items] | |||
Proceeds from Sale of Property, Plant, and Equipment | 125,000 | ||
Property Plant and Equipment Net | 88,535 | ||
Gain (Loss) on Disposition of Property Plant Equipment | $36,465 |
Receivable_from_Related_Party_
Receivable from Related Party - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | ||
Receivable from related party | $126,871 | $1,871 |
Receivables, Net, Current | 126,871 | |
Proceeds from Sale of Property, Plant, and Equipment | 125,000 | |
Hart Acquisitions LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Receivable from related party | $1,871 |
Notes_Receivable_Additional_In
Notes Receivable - Additional Information (Detail) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 01, 2014 | Nov. 19, 2013 | Dec. 05, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Financing Receivable, Gross | $300,000 | $600,000 | |||
Interest Income (Expense), Nonoperating, Net | 88,522 | 3,945 | |||
Interest Receivable | 92,466 | ||||
Promissory Notes [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Financing Receivable, Gross | $600,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
Note_Payable_Additional_Inform
Note Payable - Additional Information (Detail) (USD $) | 0 Months Ended | ||
15-May-10 | Dec. 31, 2014 | Dec. 31, 2013 | |
Long-term Debt, Gross | $0 | $10,462 | |
Debt Instrument, Maturity Date | 15-May-14 | ||
Note Payable - Financial Institution | |||
Annual installments payable | 10,768 | ||
Promissory note issued, interest rate | 2.90% |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended |
Oct. 03, 2014 | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | $940,000 |
Breach Of Contract [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | 440,000 |
Punitive Damages [Member] | |
Loss Contingencies [Line Items] | |
Loss Contingency, Damages Sought, Value | $500,000 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 05, 2014 | Dec. 26, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Issued During Period, Shares, New Issues | 2,150,000 | |||
Proceeds from Issuance of Common Stock | $430,000 | $430,000 | $0 | |
Common Stock, Par or Stated Value Per Share | $0.20 | $0.00 | $0.00 | |
Stock Granted, Value, Share-based Compensation, Net of Forfeitures | $200,000 | $200,000 | ||
Director [Member] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 1,000,000 |
2009_LongTerm_Incentive_Equity1
2009 Long-Term Incentive Equity Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,405,914 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 5 years |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 10 years |
Income_Taxes_Components_Of_Inc
Income Taxes (Components Of Income Tax Provision) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current | ||
Federal | $0 | $0 |
State | 1,270 | 1,260 |
Total current | 1,270 | 1,260 |
Deferred | ||
Federal | -144,087 | -114,855 |
State | -16,780 | -13,376 |
Total deferred | -160,867 | -128,231 |
Change in valuation allowance | 160,867 | 128,231 |
Total deferred | 0 | 0 |
Income tax expense | $1,270 | $1,260 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets And Deferred Tax Liabilities) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Assets, Gross [Abstract] | ||
Net operating loss carry forwards | $2,005,882 | $1,845,015 |
Total deferred tax assets | 2,005,882 | 1,845,015 |
Valuation allowance | -2,005,882 | -1,845,015 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Statutory_Federal
Income Taxes (Statutory Federal Income Tax) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Tax provision at statutory | -34.00% | -34.00% |
State and local taxes (net of federal benefit) | 4.00% | 4.00% |
Change in valuation allowance and non-deductible items | 38.00% | 38.00% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Operating Loss Carryforwards | $5,284,205 |
Valuation Allowance Percentage On Deferred Tax Asset | 100.00% |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | ($160,867) |
Operating Loss Carryforwards Expiration Date | begins to expire starting in 2029 |