Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Z Holdings Group, Inc. | |
Entity Central Index Key | 1499684 | |
Trading Symbol | zhld | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 99,750,097 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Prepaid expenses | $795 | |
Total Current Assets | 795 | |
Software, net of accumulated amortization of $2,331 | 664 | |
TOTAL ASSETS | 1,459 | |
Current Liabilities | ||
Accounts payable | 12,563 | 643 |
Accrued expenses | 5,049 | 9,243 |
Accrued interest - Related party | 152 | 39 |
Note payable - Related party | 4,517 | 3,078 |
Total Current Liabilities | 22,281 | 13,003 |
TOTAL LIABILITIES | 22,281 | 13,003 |
Commitments and Contingencies (Note 10) | ||
Stockholders' Deficit | ||
Preferred stock: 50,000,000 authorized; $0.000006 par value; no shares issued and outstanding | ||
Additional paid-in capital | 41,209 | 41,209 |
Accumulated deficit | -64,089 | -53,352 |
Total Stockholders' Deficit | -22,281 | -11,544 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,459 | |
Common stock Class A | ||
Stockholders' Deficit | ||
Common stock value | 599 | 599 |
Common stock Class B | ||
Stockholders' Deficit | ||
Common stock value |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Accumulated amortization on software (in dollars) | $2,331 | |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock Class A | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | 99,750,097 | 99,750,097 |
Common stock, shares outstanding | 99,750,097 | 99,750,097 |
Common stock Class B | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | ||
Common stock, shares outstanding |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating Expenses | ||
General and administrative | 3,342 | 2,401 |
Professional fees | 6,618 | |
Depreciation and amortization | 250 | 250 |
Total operating expenses | 10,210 | 2,651 |
Net loss from operations | -10,210 | -2,651 |
Other income (expense) | ||
Interest expense | -113 | |
Loss on abandonment of assets | -414 | |
Total other expense | -527 | |
Net loss before taxes | -10,737 | -2,651 |
Income tax benefit | ||
Net loss | ($10,737) | ($2,651) |
Basic and dilutive loss per share (in dollars per share) | $0 | $0 |
Weighted average number of shares outstanding (in shares) | 99,750,097 | 99,750,097 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($10,737) | ($2,651) |
Adjustments to reconcile net loss to net cash provided by operations: | ||
In-kind contributions | 2,706 | |
Depreciation and amortization | 250 | 250 |
Loss on abandonment of assets | 414 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 795 | 195 |
Accounts payable | 11,920 | |
Accrued expenses | -4,194 | -500 |
Accrued interest | 113 | |
Total adjustments | 9,298 | 2,651 |
Net Cash Used in Operating Activities | -1,439 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net Cash (Used in) Investing Activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Note payable - Related party | 1,439 | |
Net Cash Provided By Financing Activities | 1,439 | |
Net increase (decrease) in cash and cash equivalents | ||
Cash and cash equivalents, beginning of period | ||
Cash and cash equivalents, end of period | ||
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2015 | |
Organization And Description Of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS |
"Z Holdings Group" or LMIC, Inc. began its existence as the Pacific Development Corporation which was incorporated under the laws of State of Colorado on September 21, 1992. On March 23, 2000, Pacific and Cheshire Holdings, Inc. were merged into a single corporation existing under the laws of the State of Delaware, with Cheshire Holdings, Inc. being the surviving corporation. The name of the surviving corporation was changed to Cheshire Distributors, Inc. On July 17, 2003, Cheshire Distributors, Inc. changed its name to LMIC, Inc. Z Holdings Group, Inc. sometimes referred to as ZHLD or Z Holdings Inc. adopted fresh start accounting on May 6, 2005 with an objective to acquire, or merge with an operating business. | |
Big Time Acquisition (BTA) was organized as a vehicle to investigate and if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. BTA's principal business objective for the next 12 months and beyond such time was to achieve long-term growth potential through a combination with a business ("Business Combination") rather than immediate, short-term earnings. | |
Immediately before the effective time of merger, any and all outstanding shares of Big Time Acquisition, Inc. held by Z Holdings Group, Inc. were canceled, and at the closing of the Merger Agreement, ZHLD issued a total of 90,000 restricted Class A common shares to the former shareholders of Big Time Acquisition, Inc., for their then outstanding shares of Big Time common stock. ZHLD received in the share exchange, 90,000 shares of Big Time common stock representing 100% of the issued and outstanding shares of Big Time which are deemed to be canceled. As a result of the Merger Agreement, ZHLD is now the surviving company of the Merger pursuant to Delaware General Corporate Law (DGCL), and deemed to be Successor Registrant. The issuance of such shares was exempt from registration pursuant to Section 4(2) of, and Regulation D promulgated under, the Securities Act. | |
On October 29, 2012 the respective Boards of Directors and requisite majority shareholders of ZHLD and Big Time Acquisition, Inc. by written consent in lieu of a shareholder meeting pursuant to DGCL approved the merger of Big Time Acquisition, Inc. into ZHLD with ZHLD as the surviving corporation. ZHLD was a shell company immediately before the merger and continues to be a shell company as of the date of this filing. | |
Z Holdings Group, Inc. has a December 31 year end. | |
Shell Company Status | |
We are considered a shell company as defined in Rule 12b-2 of the Exchange Act. Rule 12b-2 of the Exchange Act defines a "shell company" as a registrant that has "no or nominal operations"; and either "no or nominal assets, assets consisting solely of cash and cash equivalents; or, assets consisting of any amount of cash and cash equivalents and nominal other assets." Our shell company status prevents investors from reselling our shares under Rule 144(i) unless and until 12 months after we are no longer considered a shell company. We caution investors as to the highly illiquid nature of an investment in our shares. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | ||
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. | ||
Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC"). | ||
The results of operations for the period ended March 31, 2015 are not necessarily indicative of the results for the full fiscal year ending December 31, 2015. | ||
Use of estimates | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||
Cash Flow Reporting | ||
The Company follows ASC 230, "Statement of Cash Flows," for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category. The company uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, "Statement of Cash Flows," to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | ||
Cash and cash equivalents | ||
The Company follows ASC 305, "Cash and Cash Equivalents". For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents at March 31, 2015 and December 31, 2014 were $0. | ||
Fair Value of Financial Instruments | ||
The Company follows ASC 820, "Fair Value Measurements and Disclosures," which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as at March 31, 2015. The respective fair value of certain on-balance-sheet financial instruments would approximate their carrying values due to the short-term nature of these instruments. These financial instruments include accounts payable, accrued expenses, related party note payable and accrued interest. | ||
Commitment and contingencies | ||
The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at March 31, 2015 and December 31, 2014. | ||
Share-based Expense | ||
ASC 718, "Compensation – Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | ||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | ||
There were no share-based expenses for the periods ended March 31, 2015 and 2014. | ||
Income Taxes | ||
The Company accounts for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. | ||
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at March 31, 2015 and December 31, 2014. | ||
Earnings (Loss) Per Share | ||
The Company computes basic and diluted earnings per share amounts in accordance with ASC 260, "Earnings per Share" ("EPS"). Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted EPS reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. The Company does not have any potentially dilutive instruments as at March 31, 2015 and 2014; therefore, anti-dilution issues are not applicable. | ||
Related parties | ||
The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN |
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established a source of revenue. As a result, the Company has continued net losses, negative operating cash flows, an accumulated deficit, and a capital deficiency. The ability of the Company to continue as a going concern for the next twelve months is dependent on the Company being able to fund current operations until it achieves a successful merger or acquisition. If the Company is unable to obtain sufficient funding, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern. | |
It is management's plan to fund current operations, which consists primarily of maintaining registration status, with loans and capital contributions from management, directors, and shareholders. Some of these loans will be from related parties. With no principal operations or revenues, traditional financing and equity sales are not readily available as viable options and therefore not part of management's plan. | |
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. Management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. | |
The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
RECENTLY_ISSUED_ACCOUNTING_PRO
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 4 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. | |
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ ("ASC") is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements. | |
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this remove all incremental financial reporting requirements for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application was permitted; we adopted this guidance in September 2014. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations. |
PREPAID_EXPENSE
PREPAID EXPENSE | 3 Months Ended |
Mar. 31, 2015 | |
Prepaid Expense [Abstract] | |
PREPAID EXPENSE | NOTE 5 – PREPAID EXPENSE |
Prepaid expense totaled $0 and $795 at March 31, 2015 and December 31, 2014 and consisted solely of a prepaid software maintenance contract. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 – STOCKHOLDERS' EQUITY |
Preferred Stock | |
As at March 31, 2015, the authorized preferred stock of the Company consisted of 50,000,000 shares with a par value of $0.000006. | |
There were no shares of preferred stock issued and outstanding at this date. | |
Any series of new preferred stock may be designated, fixed, and determined as provided by the board of directors by the affirmative vote of a majority of the voting power of all the then outstanding shares of Class B Common Stock. | |
Common Stock | |
Class A | |
The authorized common stock consists of 1,000,000,000 shares of Class A Common Stock at a par value of $0.000006 per share. There were 99,750,097 shares of class A common stock issued and outstanding at March 31, 2015 and December 31, 2014. Each share of Class A common stock is entitled to one vote. The number of authorized shares of Class A common stock may be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of the outstanding shares of capital stock of the company entitled to vote. | |
Class B | |
The authorized common stock consists of 200,000,000 shares of Class B Common Stock, $0.000006 par value per share. There are no shares of class B Common Stock issued and outstanding at this date. Each share of Class B of Common Stock is entitled to 10 votes. The number of authorized shares of Class B common stock may be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of the outstanding shares of capital stock of the company entitled to vote. | |
Additional Paid in Capital | |
Related parties prior to the September 2014 change in control funded operating expenses of $18,579 and forgave their related party debt of $22,360 for a total contribution to capital of $41,209. Current related parties fund operating expenses with loans to the company. (Note 8) |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
INCOME TAXES | NOTE 7 - INCOME TAXES | ||||||||
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses (NOL) and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As at March 31, 2015 and December 31, 2014, the Company has net operating loss carry forwards of approximately $64,100 and $53,400, respectively. The NOLs begin expiring in 2030. The loss results in deferred tax assets of approximately $21,660 and $18,140 at March 31, 2015 and December 31, 2014, respectively, at effective statutory rates totaling 34%. The deferred tax asset has been off-set by an equal valuation allowance. | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Deferred tax asset, generated from net operating loss at statutory rates | $ | 21,790 | $ | 18,140 | |||||
Valuation allowance | (21,790 | ) | (18,140 | ) | |||||
$ | - | $ | - | ||||||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows: | |||||||||
Federal income tax rate | 34% | ||||||||
Increase in valuation allowance | -34% | ||||||||
Effective income tax rate | 0.00% | ||||||||
Income taxes for the years 2011 through 2014 remain subject to examination. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Related Party Transactions [Abstract] | |||||||||
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS | ||||||||
Note Payable | |||||||||
During the period ended March 31, 2015, a corporation controlled by the company's officers paid operating expenses on behalf of the Company, totaling $1,439. Unpaid balances at year end are formalized as promissory notes that are due on demand and accrue an annual interest rate of 12%. | |||||||||
Note payable – | Accrued interest – | ||||||||
Nexus BioFuel | Nexus BioFuel | ||||||||
Balance, December 31, 2014 | $ | 3,078 | $ | 39 | |||||
Increase | 1,439 | 113 | |||||||
Balance, March 31, 2015 | $ | 4,517 | $ | 152 | |||||
The Company plans to pay the note payable and accrued interest back as cash flows become available. | |||||||||
Other | |||||||||
The controlling shareholder has pledged their support to fund continuing operations. However, there is no written commitment to this effect. | |||||||||
The Company does not own or lease property or lease office space. The office space used by the Company was arranged by management of the Company to use at no charge. | |||||||||
The Company does not have any employment contracts with any of its related parties. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES |
The Company has no commitments or contingencies as at March 31, 2015 and December 31, 2014. | |
Litigation | |
From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS |
Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation | |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. | ||
Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC"). | ||
The results of operations for the period ended March 31, 2015 are not necessarily indicative of the results for the full fiscal year ending December 31, 2015. | ||
Use of estimates | Use of estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. | ||
Cash Flow Reporting | Cash Flow Reporting | |
The Company follows ASC 230, "Statement of Cash Flows," for cash flow reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category. The company uses the indirect or reconciliation method ("Indirect method") as defined by ASC 230, "Statement of Cash Flows," to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. | ||
Cash and cash equivalents | Cash and cash equivalents | |
The Company follows ASC 305, "Cash and Cash Equivalents". For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents at March 31, 2015 and December 31, 2014 were $0. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |
The Company follows ASC 820, "Fair Value Measurements and Disclosures," which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | ||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as at March 31, 2015. The respective fair value of certain on-balance-sheet financial instruments would approximate their carrying values due to the short-term nature of these instruments. These financial instruments include accounts payable, accrued expenses, related party note payable and accrued interest. | ||
Commitment and contingencies | Commitment and contingencies | |
The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at March 31, 2015 and December 31, 2014. | ||
Share-based Expense | Share-based Expense | |
ASC 718, "Compensation – Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | ||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | ||
There were no share-based expenses for the periods ended March 31, 2015 and 2014. | ||
Income Taxes | Income Taxes | |
The Company accounts for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. | ||
A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at March 31, 2015 and December 31, 2014. | ||
Earnings (Loss) Per Share | Earnings (Loss) Per Share | |
The Company computes basic and diluted earnings per share amounts in accordance with ASC 260, "Earnings per Share" ("EPS"). Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted EPS reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. The Company does not have any potentially dilutive instruments as at March 31, 2015 and 2014; therefore, anti-dilution issues are not applicable. | ||
Related parties | Related parties | |
The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of deferred tax asset | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Deferred tax asset, generated from net operating loss at statutory rates | $ | 21,790 | $ | 18,140 | |||||
Valuation allowance | (21,790 | ) | (18,140 | ) | |||||
$ | - | $ | - | ||||||
Schedule of effective income tax rate to the federal statutory rate | Federal income tax rate | 34% | |||||||
Increase in valuation allowance | -34% | ||||||||
Effective income tax rate | 0.00% |
RELATEDPARTY_TRANSACTIONS_Tabl
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Schedule of related party transactions | Note payable – | Accrued interest – | |||||||
Nexus BioFuel | Nexus BioFuel | ||||||||
Balance, December 31, 2014 | $ | 3,078 | $ | 39 | |||||
Increase | 1,439 | 113 | |||||||
Balance, March 31, 2015 | $ | 4,517 | $ | 152 |
ORGANIZATION_AND_DESCRIPTION_O1
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) (Merger Agreement, Big Time Acquisition, Inc.) | 3 Months Ended |
Mar. 31, 2015 | |
Nature Of Organization [Line Items] | |
Number of common stock received under share exchange | 90,000 |
Restricted Stock | Common stock Class A | |
Nature Of Organization [Line Items] | |
Common stock shares issued under acquisition | 90,000 |
Percentage of issued and outstanding stock acquired | 100.00% |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents |
PREPAID_EXPENSE_Detail_Textual
PREPAID EXPENSE (Detail Textuals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Prepaid Expense [Abstract] | ||
Prepaid expenses | $795 |
STOCKHOLDERS_EQUITY_Detail_Tex
STOCKHOLDERS' EQUITY (Detail Textuals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
STOCKHOLDERS_EQUITY_Detail_Tex1
STOCKHOLDERS' EQUITY (Detail Textuals 1) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity Note [Line Items] | ||
Additional paid in capital issued to fund operating expenses | $18,579 | |
Related party debt was forgiven and deemed additional paid in capital | 22,360 | |
Total amounts contributed to additional paid in capital | $41,209 | |
Common stock Class A | ||
Stockholders Equity Note [Line Items] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | 99,750,097 | 99,750,097 |
Common stock, shares outstanding | 99,750,097 | 99,750,097 |
Common stock, voting rights | One vote | |
Common stock Class B | ||
Stockholders Equity Note [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Common stock, voting rights | 10 votes |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset | ||
Deferred tax asset, generated from net operating loss at statutory rates | $64,100 | $53,400 |
Valuation allowance | -21,790 | -18,140 |
Deferred tax asset, total |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) | 3 Months Ended |
Mar. 31, 2015 | |
Reconciliation of the effective income tax rate to the federal statutory rate | |
Federal income tax rate | 34.00% |
Increase in valuation allowance | -34.00% |
Effective income tax rate |
INCOME_TAXES_Detail_Textuals
INCOME TAXES (Detail Textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $64,100 | $53,400 |
Loss in deferred tax assets | $21,660 | $18,140 |
Effective statutory rates | 34.00% |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transaction [Line Items] | |
Note payable Balance, December 31, 2014 | $3,078 |
Increase | 1,439 |
Note payable Balance, March 31, 2015 | 4,517 |
Accrued interest Balance, December 31, 2014 | 39 |
Increase | -113 |
Balance, March 31, 2015 | 152 |
Nexus Biofuel | |
Related Party Transaction [Line Items] | |
Note payable Balance, December 31, 2014 | 3,078 |
Increase | 1,439 |
Note payable Balance, March 31, 2015 | 4,517 |
Accrued interest Balance, December 31, 2014 | 39 |
Increase | 113 |
Balance, March 31, 2015 | $152 |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Details) (Detail Textuals) (USD $) | Mar. 31, 2015 |
Related Party Transactions [Abstract] | |
Operating expenses paid by officers | $1,439 |
Annual interest rate accrued on promissory notes | 12.00% |