Cullen Agricultural Holding (CAGZ) 10-Q 13 May 15 2015 Q1 Quarterly report Financial data

Document_And_Entity_Informatio

Document And Entity Information	3 Months Ended
	Mar. 31, 2015	13-May-15
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	FALSE
Document Period End Date	31-Mar-15
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Registrant Name	Cullen Agricultural Holding Corp
Entity Central Index Key	1471256
Current Fiscal Year End Date	-19
Entity Filer Category	Smaller Reporting Company
Trading Symbol	CAGZ
Entity Common Stock, Shares Outstanding		22,780,714

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$190,170	$489,069
Receivable from related party	1,871	126,871
Prepaid expenses and other current assets	141,321	130,226
Total Current Assets	333,362	746,166
OTHER ASSETS
Notes receivable	1,750,000	1,500,000
Property and equipment, net	3,326	3,326
TOTAL ASSETS	2,086,688	2,249,492
CURRENT LIABILITIES
Accrued expenses	70,106	51,869
TOTAL LIABILITIES	70,106	51,869
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 shares issued and outstanding at March 31, 2015 and December 31, 2014.	2,279	2,279
Additional paid-in capital	7,491,566	7,491,566
Accumulated deficit	-5,477,263	-5,296,222
TOTAL STOCKHOLDERS' EQUITY	2,016,582	2,197,623
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$2,086,688	$2,249,492

CONDENSED_CONSOLIDATED_BALANCE1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
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	22,780,714
Common stock, shares outstanding	22,780,714	22,780,714

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenues	$0	$0
General and administrative expenses	202,209	85,117
LOSS FROM OPERATIONS	-202,209	-85,117
OTHER INCOME (EXPENSE)
Interest income - notes receivable	22,438	20,713
Interest expense - note payable	0	-75
TOTAL OTHER INCOME	22,438	20,638
LOSS BEFORE TAXES	-179,771	-64,479
INCOME TAXES	1,270	1,270
NET LOSS	($181,041)	($65,749)
Weighted average number of common shares outstanding - basic and diluted (in shares)	22,780,714	19,630,714
Basic and diluted net loss per share (in dollers per share)	($0.01)	$0

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, 2014	$2,197,623	$2,279	$7,491,566	($5,296,222)
BEGINNING BALANCE (in shares) at Dec. 31, 2014		22,780,714
Net loss	-181,041	0	0	-181,041
ENDING BALANCE at Mar. 31, 2015	$2,016,582	$2,279	$7,491,566	($5,477,263)
ENDING BALANCE (in shares) at Mar. 31, 2015		22,780,714

CONSOLIDATED_STATEMENTS_OF_CAS

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash Flows from Operating Activities
Net loss	($181,041)	($65,749)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	-11,095	20,577
Accrued expenses	18,237	24,948
NET CASH USED IN OPERATING ACTIVITIES	-173,899	-20,224
Cash Flows from Investing Activities
Cash received from note receivable	125,000	0
Issuance of notes receivable	-250,000	0
NET CASH USED IN INVESTING ACTIVITIES	-125,000	0
NET DECREASE IN CASH	-298,899	-20,224
CASH - Beginning	489,069	678,082
CASH - Ending	190,170	657,858
Cash paid during the period for:
Interest	0	0
Taxes	$1,270	$0

Organization_Business_Operatio

Organization, Business Operations and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2015
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
	Organization and Nature of Operations
	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 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. On April 23, 2015, the parties entered into an amendment to the Agreement and Plan of Reorganization (See Note 5) (the amendment and the Agreement and Plan of Reorganization collectively referred to herein as the “Merger Agreement”). 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, at the rate of one share of Holdco for every 15 shares of the Company’s common stock (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 2,633,334 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 $3.00. LIBB’s net working capital target was originally $70,069. However, because the closing will occur after February 15, 2015, the target will be reduced by $3,333 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 $3.00. 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 $3.00. The Company’s net working capital target was originally $786,985. However, because the closing will occur after February 15, 2015, the target will be reduced by $666 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.
	The stockholder meeting to approve the proposed Merger is scheduled for May 26, 2015 and the parties anticipate consummating the Merger shortly thereafter.
	Upon the consummation of the Merger, the combined entity will become a new publicly traded company. Through March 31, 2015, the Company has provided loans aggregating $1,750,000 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.
	Basis of Presentation
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated interim financial statements. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. In addition, the December 31, 2014 balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature.
	These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2014 filed on March 4, 2015. The accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with those described in the December 31, 2014 audited consolidated financial statements.
	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.
	Use of Estimates
	The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those 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.”
	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 condensed consolidated financial statements. The evaluation was performed for tax years 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 the three months ended March 31, 2015 and March 31, 2014, as there were no material uncertain tax positions outstanding as of the ends of such periods. The Company does not expect that these conditions will 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.
	As of March 31, 2015, the Company has an estimated net operating loss carry forward (“NOL”) of approximately $5,457,000 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.
	Recently Issued and Adopted Accounting Pronouncements
	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.On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year. The FASB plans to expose its decisions for a thirty day public comment period in a proposed Accounting Standards Update (ASU), which is expected to be issued sometime during the second quarter of 2015. On April 1, 2015 the FASB decided to permit the adoption of the new revenue standard early, but not before the annual periods beginning after December 15, 2016. A public organization would apply the new revenue standard to all interim reporting periods within the year of adoption. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our condensed 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.

Receivable_from_Related_Party

Receivable from Related Party	3 Months Ended
	Mar. 31, 2015
Related Parties [Abstract]
Receivable	Note 2 – Receivable from Related Party
	As of March 31, 2015, $1,871 was due from Hart Acquisitions LLC (“Hart”). As of December 31, 2014, $126,871 (including $125,000 from the sale of equipment which was received by the Company during the three months ended March 31, 2015) was due from Hart.

Notes_Receivable

Notes Receivable	3 Months Ended
	Mar. 31, 2015
Accounts and Notes Receivable, Net [Abstract]
Financing Receivables	Note 3 - 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. 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. On March 26, 2015, the Company provided a fourth loan in the amount of $250,000 to LIBB maturing on March 15, 2016. Pursuant to the terms of the respective promissory notes, the loans bear interest at a rate of 6% per annum.
	During the three months ended March 31, 2015 and 2014, the Company recorded interest income of $22,438 and $20,713, respectively, related to these notes.
	As of March 31, 2015, accrued interest related to these loans was $114,904 which is included in prepaid expenses and other current assets, on the accompanying condensed consolidated balance sheets. LIBB has granted the Company a security interest in certain of LIBB’s accounts receivable and inventory.

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 4 - 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.

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 5- 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 described below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
	On April 23, 2015, the Company entered into Amendment No. 1 to the Agreement and Plan of Reorganization with Holdco, Parent Merger Sub, Merger Sub, LIBB and the Founders. The amendment changed the ratio at which the Company’s common stock would be converted into Holdco common stock from a ratio of 1-to-1 to a ratio of 15-to-1 and changed all other figures accordingly.
	On May 1, 2015, the Securities and Exchange Commission declared Holdco’s registration statement on Form S-4 relating to the Merger effective. The Company’s meeting to approve the Merger is scheduled for May 26, 2015 and the parties anticipate consummating the Merger shortly thereafter.

Organization_Business_Operatio1

Organization, Business Operations and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2015
Interim Financial Information, Organization, Business Operations and Significant Accounting Policies [Abstract]
Organization and Nature of Operations	Organization and Nature of Operations
	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 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. On April 23, 2015, the parties entered into an amendment to the Agreement and Plan of Reorganization (See Note 5) (the amendment and the Agreement and Plan of Reorganization collectively referred to herein as the “Merger Agreement”). 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, at the rate of one share of Holdco for every 15 shares of the Company’s common stock (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 2,633,334 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 $3.00. LIBB’s net working capital target was originally $70,069. However, because the closing will occur after February 15, 2015, the target will be reduced by $3,333 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 $3.00. 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 $3.00. The Company’s net working capital target was originally $786,985. However, because the closing will occur after February 15, 2015, the target will be reduced by $666 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.
	The stockholder meeting to approve the proposed Merger is scheduled for May 26, 2015 and the parties anticipate consummating the Merger shortly thereafter.
	Upon the consummation of the Merger, the combined entity will become a new publicly traded company. Through March 31, 2015, the Company has provided loans aggregating $1,750,000 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.
Basis of Presentation	Basis of Presentation
	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated interim financial statements. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. In addition, the December 31, 2014 balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature.
	These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2014 filed on March 4, 2015. The accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with those described in the December 31, 2014 audited consolidated financial statements.
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.
Use of Estimates	Use of Estimates
	The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those 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.”
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 condensed consolidated financial statements. The evaluation was performed for tax years 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 the three months ended March 31, 2015 and March 31, 2014, as there were no material uncertain tax positions outstanding as of the ends of such periods. The Company does not expect that these conditions will 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.
	As of March 31, 2015, the Company has an estimated net operating loss carry forward (“NOL”) of approximately $5,457,000 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.
Recently Issued and Adopted Accounting Pronouncements	Recently Issued and Adopted Accounting Pronouncements
	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.On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year. The FASB plans to expose its decisions for a thirty day public comment period in a proposed Accounting Standards Update (ASU), which is expected to be issued sometime during the second quarter of 2015. On April 1, 2015 the FASB decided to permit the adoption of the new revenue standard early, but not before the annual periods beginning after December 15, 2016. A public organization would apply the new revenue standard to all interim reporting periods within the year of adoption. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our condensed 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.

Organization_Business_Operatio2

Organization, Business Operations and Significant Accounting Policies - Additional Information (Detail) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Common Stock, Par or Stated Value Per Share	$0.00	$0.00
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 $3.00. LIBB’s net working capital target was originally $70,069. However, because the closing will occur after February 15, 2015, the target will be reduced by $3,333 for each day after such date through and including the closing date.
Related Party Transaction, Due from (to) Related Party	$1,750,000
Percentage Of Valuation Allowance Of Deferred Tax Assets	100.00%
Operating Loss Carryforwards	$5,457,000
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		2,633,334
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 $3.00. 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 $3.00. The Company’s net working capital target was originally $786,985. However, because the closing will occur after February 15, 2015, the target will be reduced by $667 for each day after such date through and including the closing date.
Holdco [Member] | Common Stock [Member]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]
Stock Conversion Ratio, Description	one share of Holdco for every 15 shares of the Companys common stock

Receivable_from_Related_Party_

Receivable from Related Party - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Related Party Transaction [Line Items]
Receivable from related party	$1,871	$126,871
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 $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Apr. 01, 2014	Nov. 19, 2013	Mar. 26, 2015	Dec. 05, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross			$300,000	$600,000
Interest Income (Expense), Nonoperating, Net	22,438	20,713
Interest Receivable	114,904
Promissory Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross					$250,000	$600,000
Debt Instrument, Interest Rate, Stated Percentage	6.00%

Commitments_and_Contingencies_

Commitments and Contingencies - Additional Information (Detail) (USD $)	0 Months Ended
	Oct. 03, 2014
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought	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

Subsequent_Events_Additional_I

Subsequent Events - Additional Information (Detail) (Subsequent Event [Member])	1 Months Ended
	Apr. 23, 2015
Subsequent Event [Member]
Subsequent Event [Line Items]
Plan of Reorganization, Description of Equity Securities Issued or to be Issued	On April 23, 2015, the Company entered into Amendment No. 1 to the Agreement and Plan of Reorganization with Holdco, Parent Merger Sub, Merger Sub, LIBB and the Founders. The amendment changed the ratio at which the Company’s common stock would be converted into Holdco common stock from a ratio of 1-to-1 to a ratio of 15-to-1 and changed all other figures accordingly.