Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 24, 2014 | Jun. 30, 2013 | |
Document and Entity Information: | ' | ' | ' |
Entity Registrant Name | 'LED Lighting Co | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001502659 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 6,900,000 | ' |
Entity Public Float | ' | ' | $0 |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash | $194 | $0 |
Loan receivable | 84,000 | 0 |
TOTAL ASSETS | 84,194 | 0 |
Current Liabilities | ' | ' |
Accounts Payable & Accrued Expenses | 250,105 | 10,190 |
Convertible Promissory Notes | 15,000 | 0 |
Note Payable | 70,000 | 0 |
Total Liabilities | 335,105 | 10,190 |
Stockholders' Deficit | ' | ' |
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 6,450,000 and 20,000,000 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively | 645 | 2,000 |
Additional paid-in capital | 550,319 | 13,630 |
Deficit accumulated during the development stage | -801,874 | -25,820 |
Total Stockholders' Deficit | -250,910 | -10,190 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $84,194 | $0 |
BALANCE_SHEETS_PARENTHETICALS
BALANCE SHEETS PARENTHETICALS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Parentheticals | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 6,450,000 | 20,000,000 |
Common Stock, shares outstanding | 6,450,000 | 20,000,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 41 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Revenue: | ' | ' | ' |
Revenue | $0 | $0 | $0 |
Cost of revenue | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 |
Operating expenses | 776,054 | 21,670 | 801,874 |
Loss before tax expense | -776,054 | -21,670 | -801,874 |
income tax | 0 | 0 | 0 |
Net loss | ($776,054) | ($21,670) | ($801,874) |
Loss per share - basic and diluted | ($0.07) | $0 | ' |
Weighted average shares - basic and diluted | 11,097,260 | 20,000,000 | ' |
STATEMENT_OF_CHANGES_IN_STOCKH
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Deficit Accumulated During the Development Stage | Total Stockholders' Deficit |
USD ($) | USD ($) | USD ($) | USD ($) | ||
Balance at Jul. 19, 2010 | 0 | 0 | 0 | 0 | 0 |
Shares issued for cash | 20,000,000 | 2,000 | 0 | 0 | 2,000 |
Expenses paid by stockholders | ' | $0 | $1,250 | $0 | $1,250 |
Net loss | ' | 0 | 0 | -1,250 | -1,250 |
Balance at Dec. 31, 2010 | 20,000,000 | 2,000 | 1,250 | -1,250 | 2,000 |
Stock redemption | -19,500,000 | -1,950 | 0 | 0 | -1,950 |
Shares issued for cash | 19,500,000 | 1,950 | 0 | 0 | 1,950 |
Expenses paid by stockholders | ' | 0 | 2,500 | 0 | 2,500 |
Net loss | ' | 0 | 0 | -2,900 | -2,900 |
Balance at Dec. 31, 2011 | 20,000,000 | 2,000 | 3,750 | -4,150 | 1,600 |
Additional Paid-in Capital | ' | 0 | 9,880 | 0 | 9,880 |
Net loss | ' | 0 | 0 | -21,670 | -21,670 |
Balance at Dec. 31, 2012 | 20,000,000 | 2,000 | 13,630 | -25,820 | -10,190 |
Shares issued for cash | 2,850,000 | 285 | 284,715 | 0 | 285,000 |
Shares issued for services | 2,250,000 | 225 | 224,775 | 0 | 225,000 |
Shares issued for debtsettlement | 250,000 | 25 | 24,975 | 0 | 25,000 |
Share Cancellation | -18,900,000 | -1,890 | 1,890 | 0 | 0 |
Stock based compensation | ' | 0 | 334 | 0 | 334 |
Net loss | ' | $0 | $0 | ($776,054) | ($776,054) |
Balance at Dec. 31, 2013 | 6,450,000 | 645 | 550,319 | -801,874 | -250,910 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 41 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($776,054) | $0 | ($801,874) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' | ' |
Common stock issued for services | 225,000 | 0 | 225,000 |
Common stock issued for debt settlement | 25,000 | 0 | 25,000 |
Stock based compensation | 334 | 0 | 334 |
Changes in operating assets and liabilities | ' | ' | ' |
Loan receivable | -84,000 | 0 | -84,000 |
Accounts payable & accrued expenses | 239,915 | 9,790 | 250,105 |
Net cash used in operating activities | -369,806 | -11,880 | -385,436 |
FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from the issuance of convertible promissory notes | 15,000 | 0 | 15,000 |
Proceeds from the issuance of note payable | 70,000 | 0 | 70,000 |
Proceeds from the issuance of common stock | 285,000 | 0 | 285,000 |
Stockholder contribution | 0 | 0 | 15,630 |
Net cash provided by financing activities | 370,000 | 9,880 | 385,630 |
Net increase in cash | 194 | 0 | 194 |
Cash, beginning of period | 0 | 0 | 0 |
Cash, end of period | $194 | $0 | $194 |
OVERVIEW
OVERVIEW | 12 Months Ended |
Dec. 31, 2013 | |
OVERVIEW | ' |
OVERVIEW | ' |
1. OVERVIEW | |
Nature of Operations | |
LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. | |
On May 28, 2013, the Company’s board of directors and stockholders approved an amendment to the Company’s Certificate of Formation to change its corporate name to “LED Lighting Company”, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. | |
The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA). | |
Effective as of October 12, 2013, the Company entered into an Agreement and amendment (the “Agreement”) with Goeken Group Corp. and its wholly-owned subsidiary, PolyBrite, pursuant to which the Company and PolyBrite agreed to work together to secure funding for PolyBrite, retain the management consulting services of the Catalyst Acquisition Group LLC, and complete a transaction in which PolyBrite will become a publicly traded company through an acquisition with the Company. The Company and PolyBrite initially anticipated that the completion of the acquisition transaction would occur on or before March 31, 2014. However, the completion of the transactions described in the Agreement will not occur by March 31, 2014. The completion of the transactions described in the Agreement are subject to numerous conditions, many of which are outside of the control of the Company, and the Company cannot provide any assurances as to when the transactions may be completed, if at all. | |
PolyBrite is an innovative global lighting technology company that develops state of the art LED lighting systems. PolyBrite’s proprietary technology is intended to bring the energy, environmental and economic advantages of LED technology to the marketplace. PolyBrite engineers and manufactures solid-state lighting products, creating lamps and lighting systems under its Borealis Lighting brand, lighted/safety pet products under PolyBrite Lighted Pet Products brand and industrial/commercial safety products under PolyBrite Lighted Safety Products brand. Additional information regarding PolyBrite may be found on their company website at www.polybrite.com. | |
Going Concern | |
The Company has sustained operating losses and an accumulated deficit of $801,874 since inception of the Company on July 19, 2010 through December 31, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. | |
These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. | |
The management of the Company plans to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company in 2014. There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. | |
Use of Estimates | |
In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. | |
Fair Value Measurements | |
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2013 and 2012. | |
Cash and Cash Equivalents | |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2013 and 2012. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |
Revenue Recognition | |
The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. | |
Income Taxes | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2013 and 2012, there were no deferred taxes. | |
Share Based Compensation | |
The Company applies ASC 718, Shares-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. | |
In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. | |
Net Loss per Common Share | |
The Company computes net loss per share in accordance with ASC 260, "Earnings per Share" (EPS). ASC 260 requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. | |
Impairment of Long-Lived Assets | |
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. | |
If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the years ended December 31, 2013 and 2012, there were no impairment charges. | |
Recent Accounting Pronouncements | |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements. | |
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements. | |
Not Adopted | |
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Forceand the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
LOAN_RECEIVABLES
LOAN RECEIVABLES | 12 Months Ended |
Dec. 31, 2013 | |
LOAN RECEIVABLES | ' |
LOAN RECEIVABLES | ' |
3. LOAN RECEIVABLES | |
Loan receivables amounted to $84,000 and $0 as of December 31, 2013 and 2012, respectively, and consists of an advance of $70,000 made to Polybrite and fees of $14,000 earned related to the December 2013 Purchase Order Financing and Distribution Agreement that was entered into with Polybrite. |
ACCOUNTS_PAYABLE_AND_ACCRUED_E
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | |||||
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||
Accounts payable and accrued expenses consist of the following as of December 31, 2013 and 2012: | ||||||
2013 | 2012 | |||||
Accounts payable | $ | 63,427 | $ | - | ||
Other current liabilities | 186,678 | 10,190 | ||||
$ | 250,105 | $ | 10,190 | |||
Effective October 17, 2013, LED Lighting Company entered into an Employment Agreement with Kevin Kearney, its Chief Executive Officer, Chief Financial Officer, President and Secretary. The Employment Agreement provides for a term of one year; annual compensation of $120,000. The Company accrued $50,000 related to this agreement which was recorded under other current liabilities as of December 31, 2013. | ||||||
Effective October 17, 2013, the Company entered into an amendment to its Consulting Agreement with George Mainas a stockholder, providing for additional consulting services from George Mainas in consideration for a monthly consulting fee of $10,000. The Company accrued $50,000 related to this agreement which was recorded under other current liabilities as of December 31, 2013. |
CONVERTIBLE_PROMISSORY_NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2013 | |
CONVERTIBLE PROMISSORY NOTES | ' |
CONVERTIBLE PROMISSORY NOTES | ' |
5. CONVERTIBLE PROMISSORY NOTES | |
Effective November 7, 2013, the Company entered into two Secured Convertible Promissory Notes with two investors in the aggregate amount of $15,000. The notes accrue interest at 10% per annum and are due and payable in one year. The note holders may convert all principal and interest outstanding under the notes into shares of Company common stock at the conversion price of $0.10 per share, and receive, upon conversion, an equal number of warrants to purchase shares of Company common stock at a $1.00 exercise price for a term of 3 years, with cashless exercise provision. |
NOTE_PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
NOTE PAYABLE | ' |
NOTE PAYABLE | ' |
6. NOTE PAYABLE | |
In December 2013, the Company issued an unsecured and non-interest bearing note payable for an amount of $70,000. The note payable is due on demand. |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
STOCK BASED COMPENSATION | ' | ||||||||||
STOCK BASED COMPENSATION | ' | ||||||||||
7. STOCK BASED COMPENSATION | |||||||||||
Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations. | |||||||||||
Stock Options | |||||||||||
On May 28, 2013, the Company’s board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan. | |||||||||||
Effective October 17, 2013, the Company issued 100,000 options to purchase Common Stock under its 2013 Equity Incentive Plan to each of three consultants in consideration for services provided to the Company. The options have an exercise price of $1.00 per share and may be exercised for a period of two years from the date of issuance. The issuance of the options were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individuals and the Company; and (f) the recipients of the options were all accredited investors. | |||||||||||
There were no stock options granted during 2012. For the year ended December 31, 2013, the fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatilities of the comparable publicly traded companies. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The estimated fair value of options granted in 2013 was $0. | |||||||||||
Stock Options | |||||||||||
31-Dec-13 | |||||||||||
Expected Volatility | 45 | % | |||||||||
Expected dividends | - | % | |||||||||
Expected terms (in years) | 1 | ||||||||||
Risk-free rate | 0.13 | % | |||||||||
Forfeiture rate | - | % | |||||||||
A summary of option activity as of December 31, 2013 and changes during the year then ended is presented below: | |||||||||||
Options | Weighted Average Exercise Price | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||
Outstanding at December 31, 2012 | - | $ | - | - | $ | - | |||||
Granted | 300,000 | 1 | 1.79 | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at December 31, 2013 | 300,000 | $ | 1 | 1.79 | $ | - | |||||
Exercisable at December 31, 2013 | 300,000 | $ | 1 | 1.79 | $ | - | |||||
Warrants | |||||||||||
On various dates in 2013 and in connection with the subscription agreements, the Company issued three-year warrants to purchase up to 3,350,000 shares of common stock at an exercise price of $1.00 per share. Since the warrants were issued in connection with a private placement and sale of Company’s common stock, there were no accounting impact related to the issuance of warrants on the accompanying financial statements Additionally, the associated warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 45% to 103%, and an expected life of 1 year. The aggregate fair value of the warrants is $4,406. | |||||||||||
Effective June 1, 2013, the Company entered into a Consulting Agreement with Mark Wolff pursuant to which the Company has agreed to issue Mr. Wolff a Warrant to purchase up to 500,000 shares of Company common stock at an exercise price of $1.00 per share, vesting in 12 monthly increments starting on July 1, 2013 and terminating in 3 years. The Consulting Agreement was terminated as of August 1, 2013 and the vesting of the warrants terminated as of that date. These warrants were valued using the Black-Scholes-Merton valuation model with the following assumptions: risk free interest rates of 0.14%, dividend yield of 0%, volatility factors of the expected market price of similar common stock of 103%, and an expected life of 1 year. The warrants have an aggregate fair value of $668. The Company recorded stock based compensation of $334 during the year ended December 31, 2013 related to these warrants. | |||||||||||
A summary of warrant activity as of December 31, 2013 and changes during the year then ended is presented below: | |||||||||||
Warrants | Weighted Average Exercise Price | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||
Outstanding at December 31, 2012 | - | $ | - | - | $ | - | |||||
Granted | 3,850,000 | 1 | 2.42 | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at December 31, 2013 | 3,850,000 | $ | 1 | 2.42 | $ | - | |||||
Exercisable at December 31, 2013 | 3,600,000 | $ | 1 | 2.42 | $ | - |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
INCOME TAXES | ' | |||||||||
INCOME TAXES | ' | |||||||||
8. INCOME TAXES | ||||||||||
Our provisions for income taxes for the years ended December 31, 2013 and 2012, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): | ||||||||||
2013 | 2012 | |||||||||
Current Tax Provision: | ||||||||||
Federal and state | ||||||||||
Taxable income | $ | - | $ | - | ||||||
Total current tax provision | $ | - | $ | - | ||||||
Deferred Tax Provision: | ||||||||||
Federal and state | ||||||||||
Net loss carryforwards | $ | -788,000 | $ | -26,000 | ||||||
Change in valuation allowance | 788,000 | 26,000 | ||||||||
Total deferred tax provision | $ | - | $ | - | ||||||
Deferred tax assets at December 31, 2013 and 2012 consisted of the following: | ||||||||||
2013 | 2012 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carryforwards | $ | 276,000 | $ | 9,000 | ||||||
Valuation allowance | -276,000 | -9,000 | ||||||||
Net deferred tax assets | $ | - | $ | - | ||||||
Internal Revenue Code Section 382 and similar California rules place a limitation on the amount of taxable income that can be offset by net operating loss carryforwards (“NOL”) after a change in control (generally greater than a 50% change in ownership). Transactions such as planned future sales of our common stock may be included in determining such a change in control. These factors give rise to uncertainty as to whether the net deferred tax assets are realizable. We have approximately $788,000 in NOL at December 31, 2013 that will begin to expire in 2029 for federal and state purposes and could be limited for use under IRC Section 382. We have recorded a valuation allowance against the entire net deferred tax asset balance due because we believe there exists a substantial doubt that we will be able to realize the benefits due to our lack of a history of earnings and due to possible limitations under IRC Section 382. A reconciliation of the expected tax benefit computed at the U.S. federal and state statutory income tax rates to our tax benefit for the years ended December 31, 2013 and 2012 is as follows: | ||||||||||
Years ended December 31, | ||||||||||
2013 | 2012 | |||||||||
Federal income tax rate at 35% | $ | -276,000 | 35.00% | $ | -9,000 | 35.00% | ||||
State income tax, net of federal benefit | - | - | - | -% | ||||||
Change in valuation allowance | 276,000 | -35.00% | 9,000 | -35.00% | ||||||
Benefit for income taxes | $ | - | -% | $ | - | -% | ||||
We file income tax returns in the U.S. with varying statutes of limitations. Our policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of December 31, 2013 and 2012. We have no unrecognized tax benefits and thus no interest or penalties included in the financial statements. |
STOCKHOLDERS_DEFICIT
STOCKHOLDER'S DEFICIT | 12 Months Ended |
Dec. 31, 2013 | |
STOCKHOLDER'S DEFICIT | ' |
STOCKHOLDER'S DEFICIT | ' |
9. STOCKHOLDER’S DEFICIT | |
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. | |
On July 19, 2010, the Company issued 20,000,000 common shares to its sole director and officer for $2,000 in cash. | |
On May 27, 2011, the Company redeemed from its then two shareholders an aggregate of 19,500,000 of its 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950. | |
On June 1, 2011, the Company issued 19,500,000 shares of common stock to new unrelated third party investors in order to evoke a change in ownership. | |
On March 2, 2012, Mr. Yanshi (Steven) Chen, the owner of 17,000,000 shares of the Company’s common stock, and DEP Group (a BVI corporation), the owner of 2,500,000 shares of the Company's common stock, transferred all such shares aggregating 19,500,000 shares of the outstanding 20,000,000 shares (97.5%) of the Company's common stock to Joseph Merhi for an aggregate purchase price of $95,000. | |
On May 28, 2013, the Company entered into a Share Cancellation Agreement with the then 3 existing stockholders of the Company pursuant to which the stockholders agreed to collectively cancel 18,900,000 of their issued and outstanding shares resulting in 1,100,000 shares issued and outstanding among the 3 stockholders. One of the 3 existing stockholders is Joseph Merhi, who is also a director of the Company. | |
On May 28, 2013, the Company entered into subscription agreement with its outside legal counsel pursuant to which the Company agreed to issue a total of 250,000 shares of common stock at $0.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle legal service expenses amounted to $25,000. The Company also entered subscription agreement with an accredited investor pursuant to which the Company issued a total of 250,000 shares of common stock at $0.10 per share, and three-year warrants to purchase up to 250,000 shares of common stock at $1.00 per share, to settle expenses that investor paid on behalf of the Company. | |
During the period from May 28, 2013 to December 31, 2013, the Company entered into subscription agreements with 13 accredited investors pursuant to which the Company agreed to issue a total of 2,850,000 shares of common stock at $0.10 per share, and three-year warrants to purchase up to 2,850,000 shares of common stock at $1.00 per share, in exchange for cash proceeds totaling $285,000. | |
Effective October 17, 2013, the Company issued 500,000 shares of Company common stock to each of Kevin Kearney, George Mainas and Steven J. Davis, the Company’s legal counsel, in consideration for services provided to the Company without payment of cash compensation, and for their efforts in negotiating and securing the agreement with Goeken Group Corp. and PolyBrite International, Inc. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of recipients; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individuals and the Company; and (f) the recipients of the shares were all accredited investors. | |
On December 10, 2013, the Company entered into a Consulting Agreement with J. Thomas Hannan providing for certain consulting services from him in consideration for a monthly consulting fee of $5,000 dollars and the issuance of 500,000 shares of Company common stock. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the shares was an accredited investor. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
10. SUBSEQUENT EVENTS | |
Between January 17, 2014 and March 10, 2014 the Company agreed to issue to 4 accredited investors a total of 256,666 shares of Common Stock and 256,666 warrants to purchase shares of Common Stock at an exercise price of $1.00 with a 3 year term, resulting in proceeds to the Company of $155,000. The issuance of securities was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) and Regulation D in issuing the securities was based upon the following factors: (a) the issuance of the securities were in isolated private transactions by us which did not involve a public offering; (b) there was only a limited number of investors; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the investors and the Company; and (f) the investors were all accredited investors. | |
On March 17, 2014, the Company entered into a consulting agreement with Gary Rockis for certain sales and business related consulting services in consideration for the issuance of 300,000 shares of Company common stock. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the shares was an accredited investor. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
SIGNIFICANT ACCOUNTING POLICIES | ' |
Use of Estimates | ' |
Use of Estimates | |
In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. | |
Fair Value Measurements Policy | ' |
Fair Value Measurements | |
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis as of December 31, 2013 and 2012. | |
Cash and Cash Equivalents, Policy | ' |
Cash and Cash Equivalents | |
The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2013 and 2012. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. | |
Income Tax, Policy | ' |
Income Taxes | |
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2013 and 2012, there were no deferred taxes. | |
Share Based Compensation policy | ' |
Share Based Compensation | |
The Company applies ASC 718, Shares-Based Compensation to account for its service providers’ share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors’ communications and public relations with broker-dealers, market makers and other professional services. | |
In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. | |
Net Loss per Common Share | ' |
Net Loss per Common Share | |
The Company computes net loss per share in accordance with ASC 260, "Earnings per Share" (EPS). ASC 260 requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. | |
If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. For the years ended December 31, 2013 and 2012, there were no impairment charges. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Adopted | |
Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the financial statements. | |
Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements. | |
Not Adopted | |
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements. | |
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements. | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our financial statements. | |
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Forceand the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Recovered_Sheet1
Accounts payable and accrued expenses consist of the following (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Accounts payable and accrued expenses consist of the following | ' | |||||
Accounts payable and accrued expenses consist of the following | ' | |||||
Accounts payable and accrued expenses consist of the following as of December 31, 2013 and 2012: | ||||||
2013 | 2012 | |||||
Accounts payable | $ | 63,427 | $ | - | ||
Other current liabilities | 186,678 | 10,190 | ||||
$ | 250,105 | $ | 10,190 | |||
Stock_Based_Compensation_Consi
Stock Based Compensation Consists Of The Following (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Stock Based Compensation Consists Of The Following Table Text Block: | ' | ||||||||||
Share-based Compensation, Stock Options | ' | ||||||||||
Stock Options | |||||||||||
31-Dec-13 | |||||||||||
Expected Volatility | 45 | % | |||||||||
Expected dividends | - | % | |||||||||
Expected terms (in years) | 1 | ||||||||||
Risk-free rate | 0.13 | % | |||||||||
Forfeiture rate | - | % | |||||||||
Summary Share-based Compensation, Stock Options, Activity | ' | ||||||||||
A summary of option activity as of December 31, 2013 and changes during the year then ended is presented below: | |||||||||||
Options | Weighted Average Exercise Price | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||
Outstanding at December 31, 2012 | - | $ | - | - | $ | - | |||||
Granted | 300,000 | 1 | 1.79 | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at December 31, 2013 | 300,000 | $ | 1 | 1.79 | $ | - | |||||
Exercisable at December 31, 2013 | 300,000 | $ | 1 | 1.79 | $ | - | |||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | ||||||||||
A summary of warrant activity as of December 31, 2013 and changes during the year then ended is presented below: | |||||||||||
Warrants | Weighted Average Exercise Price | Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||
Outstanding at December 31, 2012 | - | $ | - | - | $ | - | |||||
Granted | 3,850,000 | 1 | 2.42 | - | |||||||
Exercised | - | - | - | - | |||||||
Forfeited or expired | - | - | - | - | |||||||
Outstanding at December 31, 2013 | 3,850,000 | $ | 1 | 2.42 | $ | - | |||||
Exercisable at December 31, 2013 | 3,600,000 | $ | 1 | 2.42 | $ | - |
Income_Taxes_Expense_Benefit_C
Income Taxes Expense Benefit Consists Of The Following (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Income Taxes Expense Benefit Consists Of The Following | ' | |||||||||
Provisions for income taxes were as follows | ' | |||||||||
Our provisions for income taxes for the years ended December 31, 2013 and 2012, respectively, were as follows (using our blended effective Federal and State income tax rate of 35.0%): | ||||||||||
2013 | 2012 | |||||||||
Current Tax Provision: | ||||||||||
Federal and state | ||||||||||
Taxable income | $ | - | $ | - | ||||||
Total current tax provision | $ | - | $ | - | ||||||
Deferred Tax Provision: | ||||||||||
Federal and state | ||||||||||
Net loss carryforwards | $ | -788,000 | $ | -26,000 | ||||||
Change in valuation allowance | 788,000 | 26,000 | ||||||||
Total deferred tax provision | $ | - | $ | - | ||||||
Deferred Tax Assets Consisted of The Following | ' | |||||||||
Deferred tax assets at December 31, 2013 and 2012 consisted of the following: | ||||||||||
2013 | 2012 | |||||||||
Deferred tax assets: | ||||||||||
Net operating loss carryforwards | $ | 276,000 | $ | 9,000 | ||||||
Valuation allowance | -276,000 | -9,000 | ||||||||
Net deferred tax assets | $ | - | $ | - | ||||||
Effective Income Tax Rate Reconciliation as follows | ' | |||||||||
A reconciliation of the expected tax benefit computed at the U.S. federal and state statutory income tax rates to our tax benefit for the years ended December 31, 2013 and 2012 is as follows: | ||||||||||
Years ended December 31, | ||||||||||
2013 | 2012 | |||||||||
Federal income tax rate at 35% | $ | -276,000 | 35.00% | $ | -9,000 | 35.00% | ||||
State income tax, net of federal benefit | - | - | - | -% | ||||||
Change in valuation allowance | 276,000 | -35.00% | 9,000 | -35.00% | ||||||
Benefit for income taxes | $ | - | -% | $ | - | -% |
GOING_CONCERN_Details
GOING CONCERN (Details) (USD $) | Dec. 31, 2013 |
GOING CONCERN: | ' |
Operating losses and an accumulated deficit | $801,874 |
Accounts_payable_and_accrued_e1
Accounts payable and accrued expenses consists of following (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts payable and accrued expenses consists of following | ' | ' |
Accounts payable | $63,427 | $0 |
Other current liabilities | 186,678 | 10,190 |
Total Accounts payable and Accrued expenses | $250,105 | $10,190 |
LOAN_RECEIVABLES_AS_FOLLOWS_De
LOAN RECEIVABLES AS FOLLOWS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
LOAN RECEIVABLES AS FOLLOWS: | ' | ' |
Loan receivables amounted | $84,000 | $0 |
Advance made to Polybrite | 70,000 | ' |
Fees earned | $14,000 | ' |
CONVERTIBLE_PROMISSORY_NOTES_A
CONVERTIBLE PROMISSORY NOTES AND NOTES PAYABLE (Details) (USD $) | Dec. 31, 2012 |
CONVERTIBLE PROMISSORY NOTES AND NOTES PAYABLE | ' |
Secured Convertible Promissory Notes | $15,000 |
Notes accrue interest per annum | 10.00% |
Common stock at the conversion price per share | $0.10 |
Warrants to purchase shares of Company common stock at exercise price | $1 |
Exercise price for a term | '3 years |
Unsecured and non-interest bearing note payable for an amount | $70,000 |
Summary_of_option_activity_Det
Summary of option activity (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Summary of option activity | ' |
Expected Volatility | 45.00% |
Expected dividends | 0.00% |
Expected terms (in years) | 1 |
Risk-free rate | 0.13% |
Forfeiture rate | 0.00% |
Summary_of_option_activity_cha
Summary of option activity changes during the year (Details) | Options | Weighted Average Exercise Price | Average Remaining Contractual Life (years) | Aggregate Intrinsic Value |
Outstanding at Dec. 31, 2012 | 0 | 0 | 0 | 0 |
Granted | 300,000 | 1 | 1.79 | 0 |
Exercised | ' | ' | ' | 0 |
Forfeited or expired | ' | ' | ' | 0 |
Exercisable at Dec. 31, 2013 | 300,000 | 1 | 1.79 | 0 |
Outstanding at Dec. 31, 2013 | 300,000 | 1 | 1.79 | 0 |
Summary_of_warrant_activity_ch
Summary of warrant activity changes during the year (Details) | Warrants | Weighted Average Exercise Price | Average Remaining Contractual Life (years) | Aggregate Intrinsic Value |
Outstanding. at Dec. 31, 2012 | 0 | 0 | 0 | 0 |
Granted | 3,850,000 | 1 | 2.42 | 0 |
Exercised | ' | ' | ' | 0 |
Forfeited or expired | ' | ' | ' | 0 |
Outstanding. at Dec. 31, 2013 | 3,850,000 | 1 | 2.42 | 0 |
Provisions_for_income_taxes_as
Provisions for income taxes as follows (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Federal and state | ' | ' |
Taxable income | $0 | $0 |
Total current tax provision | 0 | 0 |
Federal and state | ' | ' |
Net loss carryforwards | -788,000 | -26,000 |
Change in valuation allowance | 788,000 | 26,000 |
Total deferred tax provision | $0 | $0 |
Deferred_tax_assets_Details
Deferred tax assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets at: | ' | ' |
Net operating loss carryforwards | $276,000 | $9,000 |
Valuation allowance | -276,000 | -9,000 |
Net deferred tax assets | $0 | $0 |
Reconciliation_of_the_expected
Reconciliation of the expected tax benefit computed income tax rates (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of the expected tax benefit | ' | ' |
Federal income tax rate at 35% | 35.00% | 35.00% |
State income tax, net of federal benefit | 0.00% | 0.00% |
Change in valuation allowance | -35.00% | -35.00% |
Benefit for income taxes | 0.00% | 0.00% |
CAPITAL_STOCK_TRANSACTIONS_Det
CAPITAL STOCK TRANSACTIONS (Details) (USD $) | Dec. 31, 2013 | Dec. 10, 2013 | Oct. 17, 2013 | 28-May-13 | Mar. 02, 2012 | Jun. 01, 2011 | 27-May-11 | Jul. 19, 2010 |
CAPITAL STOCK TRANSACTIONS: | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized to issue shares of preferred stock | 20,000,000 | ' | ' | ' | ' | ' | ' | ' |
Issued common shares | 100,000,000 | 500,000 | 500,000 | 250,000 | ' | 19,500,000 | ' | 20,000,000 |
Issued common shares in cash | ' | ' | ' | ' | ' | ' | ' | $2,000 |
Redeemed from two shareholders an aggregate | ' | ' | ' | ' | ' | ' | 19,500,000 | ' |
Stock at a redemption price per share | ' | ' | ' | ' | ' | ' | $0.00 | ' |
Aggregate redemption price | ' | ' | ' | ' | ' | ' | 1,950 | ' |
Transferred shares aggregating | ' | ' | ' | ' | 19,500,000 | ' | ' | ' |
Commonstock to Joseph Merhi for an aggregate purchase price | ' | ' | ' | ' | 95,000 | ' | ' | ' |
Stockholders agreed to collectively cancel issued and outstanding shares | ' | ' | ' | 18,900,000 | ' | ' | ' | ' |
Shares issued and outstanding | ' | ' | ' | 1,100,000 | ' | ' | ' | ' |
Settle legal service expenses amounted | ' | ' | ' | 25,000 | ' | ' | ' | ' |
Warrants to purchase up to shares of common stock | ' | ' | ' | 250,000 | ' | ' | ' | ' |
Shares of common stock per share | ' | ' | ' | $1 | ' | ' | ' | ' |
Consideration for a monthly consulting fee | ' | $5,000 | ' | ' | ' | ' | ' | ' |
SUBSEQUENT_EVENTS_TEANSACTIONS
SUBSEQUENT EVENTS TEANSACTIONS (Details) (USD $) | Mar. 17, 2014 | Jan. 17, 2014 |
SUBSEQUENT EVENTS TEANSACTIONS: | ' | ' |
Agreed to issue shares of Common Stock | ' | 256,666 |
Warrants to purchase shares of Common Stock | ' | 256,666 |
Shares of Common Stock at an exercise price | ' | $1 |
Resulting in proceeds to the Company | ' | $155,000 |
Sales and business related consulting services issuance of shares | 300,000 | ' |