Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'EXPERIENCE ART & DESIGN, INC. | ' |
Entity Central Index Key | '0001514888 | ' |
Trading Symbol | 'exad | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 25,285,600 |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash and Cash Equivalents | $286,156 | $43,417 |
Accounts Receivable, net of Allowance for Doubtful Accounts | 163,151 | 661 |
Inventories | 1,281,762 | 725,574 |
Other Current Assets | 78,256 | 10,505 |
Total Current Assets | 1,809,325 | 780,157 |
Long-Term Assets | ' | ' |
Property, Plant and Equipment, net of Accumulated Depreciation | 1,445,519 | 1,469,796 |
Intangibles, net of Accumulated Amortization | 258,292 | 8,105 |
Other Non-Current Assets | 8,835 | 11,271 |
Total Long-Term Assets | 1,712,646 | 1,489,172 |
Total Assets | 3,521,971 | 2,269,329 |
Current Liabilities | ' | ' |
Short-Term Borrowings - Related Party | 264,456 | 317,472 |
Accounts Payable and Accrued Liabilities | 578,167 | 185,117 |
Due to Related Party | 38,430 | ' |
Stock Payable | 25,000 | ' |
Tax Payable | 135,385 | 75,180 |
Long-Term Debt - Current Portion | 480,000 | ' |
Total Current Liabilities | 1,521,438 | 577,769 |
Long-Term Liabilities | ' | ' |
Long-Term Debt - Net of Current Portion | 652,500 | ' |
Other Liabilities | 54,025 | 37,081 |
Total Long-Term Liabilities | 706,525 | 37,081 |
Total Liabilities | 2,227,963 | 614,850 |
Commitments and Contingencies | ' | ' |
Shareholders' Equity | ' | ' |
Preferred Stock, par value $0.001, 15,000,000 shares authorized, none issued and outstanding | ' | ' |
Common Stock, par value $0.001, 100,000,000 shares authorized, 25,225,600 and 9,700,000 shares issued and outstanding, respectively | 25,226 | 9,700 |
Additional Paid-in Capital | 4,008,027 | 2,906,552 |
Accumulated Deficit | -2,759,891 | -1,231,894 |
Accumulated Other Comprehensive Income (Loss) | 20,646 | -29,879 |
Total Shareholders' Equity | 1,294,008 | 1,654,479 |
Total Liabilities and Shareholders' Equity | $3,521,971 | $2,269,329 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,225,600 | 9,700,000 |
Common stock, shares outstanding | 25,225,600 | 9,700,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $328,687 | $6,842 | $450,325 | $156,535 |
Operating Costs: | ' | ' | ' | ' |
Cost of Goods Sold | 219,626 | 39,755 | 261,508 | 132,102 |
General and Administrative Expenses | 502,091 | 54,136 | 838,526 | 283,216 |
Total Operating Costs | 721,717 | 93,891 | 1,100,034 | 415,318 |
Net Operating Loss | -393,030 | -87,049 | -649,709 | -258,783 |
Other Income (Expense) | ' | ' | ' | ' |
Other Income | 458 | ' | 458 | ' |
Interest Expense | -30,875 | 82 | -64,303 | -6,686 |
Loss on Settlement of Note Payable | -757,500 | ' | -757,500 | ' |
Total Other Income (Expense) | -787,917 | 82 | -821,345 | -6,686 |
Net Income (Loss) Before Income Taxes | -1,180,947 | -86,967 | -1,471,054 | -265,469 |
Provision for Income Taxes | 27,418 | ' | 56,943 | ' |
Net Loss | -1,208,365 | -86,967 | -1,527,997 | -265,469 |
Other Comprehensive Loss | ' | ' | ' | ' |
Foreign Currency Translation Adjustment | 80,520 | 39,463 | 50,525 | -31,552 |
Total Comprehensive Loss | ($1,127,845) | ($47,504) | ($1,477,472) | ($297,021) |
Basic and Diluted Loss Per Common Share (in dollars per share) | ($0.05) | ($0.01) | ($0.09) | ($0.03) |
Basic and Diluted Weighted Average | ' | ' | ' | ' |
Number of Common Shares Outstanding (in shares) | 24,360,817 | 9,700,000 | 17,410,788 | 9,700,000 |
CONSOLIDATED_STATEMENT_OF_SHAR
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2012 | ' | $9,700 | $2,906,552 | ($1,231,894) | ($29,879) | $1,654,479 |
Balance (in shares) at Dec. 31, 2012 | ' | 9,700,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Shares issued with reverse merger | ' | 13,750 | -2,744,914 | ' | ' | -2,731,164 |
Shares issued with reverse merger (in shares) | ' | 13,750,000 | ' | ' | ' | ' |
Related party forgiveness of debt | ' | ' | 473,665 | ' | ' | 473,665 |
Shares issued to settle debt | ' | 700 | 2,029,300 | ' | ' | 2,030,000 |
Shares issued to settle debt (in shares) | ' | 700,000 | ' | ' | ' | ' |
Shares issued for cash | ' | 1,076 | 1,343,424 | ' | ' | 1,344,500 |
Shares issued for cash (in shares) | ' | 1,075,600 | ' | ' | ' | ' |
Foreign currency translation | ' | ' | ' | ' | 50,525 | 50,525 |
Net Loss | ' | ' | ' | -1,527,997 | ' | -1,527,997 |
Balance at Sep. 30, 2013 | ' | $25,226 | $4,008,027 | ($2,759,891) | $20,646 | $1,294,008 |
Balance (in shares) at Sep. 30, 2013 | ' | 25,225,600 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating Activities | ' | ' |
Net Loss | ($1,527,997) | ($265,469) |
Adjustments to reconcile net loss to net cash from operating activities: | ' | ' |
Depreciation and Amortization | 62,807 | 65,250 |
Loss on Settlement of Note Payable | 757,500 | ' |
Change In Operating Assets and Liabilities: | ' | ' |
Accounts Receivable | -156,032 | ' |
Inventories | -320,857 | -217,359 |
Prepaid Expenses and Other Assets | -64,250 | 94,686 |
Accounts Payable and Accrued Liabilities | 37,469 | 21,599 |
Advance from Customers | ' | -7,540 |
Tax Payable | 56,943 | ' |
Other Liabilities | 15,667 | 16,116 |
Net Cash Used in Operating Activities | -1,138,750 | -292,717 |
Investing Activities | ' | ' |
Capital Expenditures for Property, Plant, and Equipment | -6,127 | -2,165 |
Net Cash Used in Investing Activities | -6,127 | -2,165 |
Financing Activities | ' | ' |
Proceeds from Issuance of Common Shares | 1,369,500 | ' |
Proceeds from Short-Term Borrowings | 401,594 | ' |
Proceeds from Borrowings on Debt-Related Parties | 229,535 | 235,772 |
Payments on Short-Term Borrowings-Related Parties | -475,790 | ' |
Principal Payments on Long-Term Debt | -135,000 | ' |
Net Cash Provided by Financing Activities | 1,389,839 | 235,772 |
Net Effect of Exchange Rate Changes | -2,223 | -394 |
Net increase (decrease) in cash and cash equivalents | 242,739 | -59,504 |
Cash at the beginning of the period | 43,417 | 64,030 |
Cash at the end of the period | 286,156 | 4,526 |
Cash paid during the period for: | ' | ' |
Interest | ' | ' |
Income Taxes | ' | ' |
Noncash investing and financing activities: | ' | ' |
Related party forgiveness of debt | 473,665 | 547,863 |
Common shares issued to settle related party debt | 2,030,000 | ' |
Note issued to purchase assets from related party | $459,983 | ' |
Description_of_Business
Description of Business | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Description Of Business [Abstract] | ' | ||||
Description of Business | ' | ||||
Note 1 - Description of Business | |||||
Experience Art and Design, Inc. (the “Company”), a Nevada corporation, whose principal purpose is to produce, market and sale works of art. | |||||
Reverse Acquisition | |||||
On May 7, 2013, the Company completed the acquisition of all of the assets of Chiurazzi Internazionale S.r.l. (“Chiurazzi Srl”) pursuant to the terms of the purchase agreement with CI Holdings, Inc. The Company acquired Chiurazzi Srl, with Chiurazzi Srl continuing as the accounting acquirer and becoming a wholly-owned subsidiary of the Company. In connection with the acquisition, 9,700,000 common shares were issued to acquire 100% of the assets, liabilities, and equity of Chiurazzi Srl. The Company also assumed a secured note payable to Chiurazzi International, LLC for $2,540,000 in conjunction with the acquisition. At the closing of the purchase transaction, we cancelled 23,000,000 shares of restricted common stock held by Arthur John Carter, our President prior to the purchase transaction. | |||||
The acquisition was accounted for as a reverse acquisition and Chiurazzi Srl was deemed to be the accounting acquirer in the acquisition. The Company’s assets and liabilities were recorded at their fair value. Chiurazzi’s assets and liabilities were carried forward at their historic costs. The financial statements of Chiurazzi are presented as the continuing accounting entity since it is the acquirer for the purpose of applying purchase accounting. The equity section of the balance sheet and earnings per share of Chiurazzi are retroactively restated to reflect the effect of the exchange ratio established in the Company. | |||||
Pro forma results of operations for the nine months ended September 30, 2013 and 2012, as though this acquisition had taken place at the beginning of each period, are as follows. The pro forma results are not necessarily indicative of what actually would have occurred had the acquisition been in effect for the entire period presented. | |||||
Nine Months Ended September 30, | |||||
2013 | 2012 | ||||
Revenues | $ | 450,325 | $ | 156,535 | |
Net loss | $ | -1,542,304 | $ | -325,585 | |
Loss per common share – basic and diluted | $ | -0.09 | $ | -0.03 | |
Weighted average common shares outstanding – basic and diluted | 17,410,788 | 9,700,000 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Basis Of Presentation And Significant Accounting Policies [Abstract] | ' |
Basis of Presentation and Summary of Significant Accounting Policies | ' |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | |
The accompanying unaudited consolidated financial statement have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with recent company filings with the SEC. | |
The consolidated financial statements include the accounts of Chiurazzi Internazionale S.r.l. All intercompany balances and transactions have been eliminated. | |
The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2013. | |
Management's Estimates and Assumptions | |
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. | |
Cash and Equivalents | |
The Company’s cash and cash equivalents consist of cash, as well as interest and non-interest bearing balances due from banks both foreign and domestic with an original maturity of three months or less. Amounts in depository accounts fluctuate on a daily basis due to activity and liquidity needs. It is the Company’s policy not to deposit large sums of cash within foreign operational deposit accounts due to financial instability in the region and the Company fund operations on a as need basis. The Company maintains cash in bank deposit accounts domestically, which at times may exceed the federally insured limits throughout the course of operations. | |
Accounts Receivable | |
Accounts receivable consist primarily of trade receivables, net of a valuation allowance for doubtful accounts. | |
The Company attempts to limit its exposure to losses on accounts receivable by monitoring the size and economic strength of its receivables, and whenever appropriate reflect a reserve for accounts that have been deemed potentially uncollectable. Monitoring occurs on a regular basis and exposure is limited by the vetting process for customers. | |
Allowance for Doubtful Accounts | |
The Company extends credit to customers and other parties in the normal course of business. The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established reserves, the Company makes judgments regarding its customers' ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. When the Company determines that a customer may not be able to make required payments, the Company increases the allowance through a charge to income in the period in which that determination is made. At September 30, 2013 and December 31, 2012, the allowance for doubtful accounts was $77,115 and $108,413, respectively. | |
Inventories | |
Inventories are valued at the cost of acquisition, cost of production, and (or) deemed market value and are subsequently subject to lower of cost or market accounting on a nonrecurring basis. The cost of acquisition includes any costs directly attributable to the acquired inventory. Costs of physical production includes an allocation of raw materials, labor, and overhead allocated based on the estimated hours required to produce finished goods available for sale. Periodically management reviews the existing finished inventory and determines if any impairment (write down) is required. The fair value of finished inventory held-for-sale is generally based on estimated market prices from an independently prepared appraisal, an independent art broker opinion, or management’s judgment as to the selling price of similar works of art. For these finished works of art, the Company obtains fair value measurements from both internal experts regularly available and well versed in such works of art and independent experts as the need arises. | |
Property, Plant and Equipment | |
The Company accounts for property, plant and equipment at historical cost less accumulated depreciation. Historical cost includes all expenditures that are directly attributable to the acquisition of fixed assets. Subsequent costs are included in the asset's carrying amount and are recognized as a separate asset, as appropriate, only when there is the probability of future economic benefits. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows: | |
Plant and machinery 10 to 20 years | |
Furniture and fixtures 10 to 17 years | |
Specific equipment and collection of moulds 20 years | |
The assets' residual values and useful lives are reviewed, and adjusted as appropriate at least once a year. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. | |
Intangibles | |
Intangible assets consist primarily of a trademark which was acquired in the third quarter of 2013 from a related-party CI Holdings, Inc. Purchased intangible assets with indefinite useful lives are not amortized but are tested for impairment as least annually. | |
Revenue Recognition | |
Revenue is recognized when the earning process is completed, the risks and rewards of ownership have transferred to the customer, which is generally the same day as delivery or shipment of the product, the price to the buyer is fixed or determinable, and collection is reasonably assured. Taxes assessed by a governmental authority that are incurred as a result of a revenue transaction are not included in revenues. The Company has no significant sales returns or allowances. | |
Income Taxes | |
The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense. | |
A tax benefit from an uncertain position may be recognized if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of September 30, 2013, the Company had not recorded any tax benefits from uncertain tax positions. | |
Net Income (Loss) Per Common Share | |
The basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during a period. Diluted net income (loss) per common share is computed by dividing the net income (loss), adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. No dilutive securities were outstanding as of September 30, 2013 and 2012. | |
Stock-Based Compensation | |
The Company sometimes grants shares of stock for goods and services and in conjunction with certain agreements. These grants are accounted for based on the grant date fair values. | |
Foreign Currency Translation | |
The functional currency of the Company’s subsidiary outside of the United States is its respective local currency. The translation from the applicable foreign currency to US dollars is performed for the balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate for the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). As of September 30, 2013, the aggregate foreign currency translation gain was $20,646. | |
Subsequent Events | |
The Company has evaluated all transactions from September 30, 2013 through the financial statement issuance date for subsequent event disclosure consideration and there are no reportable events. | |
New Accounting Pronouncements | |
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our consolidated financial position, operations or cash flows. |
Going_Concern_and_Liquidity_Co
Going Concern and Liquidity Considerations | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern And Liquidity Considerations [Abstract] | ' |
Going Concern and Liquidity Considerations | ' |
Note 3 - Going Concern and Liquidity Considerations | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the nine months ended September 30, 2013, the Company has a loss from operations of $1,527,997 and had an accumulated deficit of $2,759,891 as of September 30, 2013. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2013. | |
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Inventories
Inventories | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Inventory Disclosure [Abstract] | ' | |||||
Inventories | ' | |||||
Note 4 - Inventories | ||||||
Inventories consisted of the following: | ||||||
September 30, | 31-Dec-12 | |||||
2013 | ||||||
Raw materials and consumables | $ | 8,906 | $ | 3,827 | ||
Semi-finished goods | 65,569 | 70,576 | ||||
Finished products | 1,207,287 | 651,171 | ||||
Total | $ | 1,281,762 | $ | 725,574 |
Property_Plant_and_Equipment
Property, Plant and Equipment | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Property, Plant and Equipment | ' | |||||
Note 5 - Property, Plant and Equipment | ||||||
Property, plant and equipment consisted of the following: | ||||||
September 30, | December 31, | |||||
2013 | 2012 | |||||
Plant and machinery | $ | 85,543 | $ | 77,465 | ||
Furniture and fixtures | 5,980 | 5,845 | ||||
Specific equipment and collection of moulds | 1,595,360 | 1,559,370 | ||||
Property, plant and equipment, at cost | 1,686,883 | 1,642,680 | ||||
Accumulated depreciation | -241,364 | -172,884 | ||||
Total, net | $ | 1,445,519 | $ | 1,469,796 |
Intangibles
Intangibles | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||
Intangibles | ' | |||||
Note 6 - Intangibles | ||||||
Intangibles consisted of the following: | ||||||
September 30, | December 31, | |||||
2013 | 2012 | |||||
Trade mark | $ | 250,000 | $ | - | ||
Others | 9,329 | 9,118 | ||||
Intangibles, at cost | 259,329 | 9,118 | ||||
Accumulated amortization | -1,037 | -1,013 | ||||
Total, net | $ | 258,292 | $ | 8,105 |
ShortTerm_Borrowings_Related_P
Short-Term Borrowings- Related Party | 9 Months Ended |
Sep. 30, 2013 | |
Debt, Current [Abstract] | ' |
Short-Term Borrowings- Related Party | ' |
Note 7 - Short-Term Borrowings- Related Party | |
The Company has a credit arrangement with CI Holdings, Inc., a related-party, which has been used to fund their ongoing operations in the interim until permanent financing can be arranged. At September 30, 2013, the total amount borrowed from CI Holdings, Inc. was $264,456 in a non-interest bearing arrangements. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2013 | |
Long-term Debt, Current and Noncurrent [Abstract] | ' |
Long-Term Debt | ' |
Note 8 - Long-Term Debt | |
The Company assumed responsibility for the purchase arrangement between CI Holdings, Inc. and Chiurazzi International, LLC to gain control of Chiurazzi Internazionale S.R.L. On May 7, 2013, in connection with the merger of Chiurazzi Internazionale S.r.l., the Company assumed the secured note payable to Chiurazzi International, LLC, with an outstanding principal balance of $2,540,000 and accrued interest of $126,437. On May 30, 2013, the note was amended to modify the payment terms and an additional $50,000 was added to the outstanding principal balance. Then on July 24, 2013, the note payable was modified for a third time which reduced the outstanding principal balance by $1,272,500 and modified the payment terms. The following schedule of payments is based on the modified terms: | |
2013 Payments $250,000 | |
2014 Payments $480,000 | |
2015 Payments $480,000 | |
2016 Payments $40,000 + accumulated accrued interest | |
On September 30, 2013, the outstanding principal balance of the secured promissory note was $1,132,500 with $190,740 of accrued interest. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Income Taxes | ' | ||||
Note 9 - Income Taxes | |||||
The Company has a foreign consolidated affiliate that is taxed as a separate entity in its “functional currency” at their local applicable tax rates. The deferred tax obligations and credits reported within the consolidated financial statements are due to the affiliate's ongoing operation and were assumed in their acquisition this year. | |||||
During 2013, The Company has been operating at a net operational loss the federal tax rates on income range 15% to 35% stagger at different income brackets. Since the Company had a net operation loss, no tax provision for U.S. tax purposes was deemed necessary at this time. | |||||
Chiurazzi Srl is governed by Italian tax law and is generally subject to tax at a statutory rate of 27.5% on income reported in the statutory financial statements after appropriate tax adjustments. Under Italian tax law, companies that can be considered ‘dormant’ will have to pay 38% corporate income tax (IRES) tax rate applied to a notional income amount. The minimum tax for dormant company is calculated based on certain percentage of its assets. Companies are considered as “dormant” when their ordinary revenues and inventories increasing included in the statement of operations are lower than the ones deriving from certain percentages of its assets. An entity is also considered to be dormant in a fiscal year if it has had tax losses in the three previous years. Chiurazzi Srl has losses since its inception in 2010 and has accrued a minimum tax of $56,943 for the nine months ended September 30, 2013. | |||||
The components of the income tax provision (benefit) for each of the periods presented below are as follows: | |||||
Nine Months Ended September 30, | |||||
2013 | 2012 | ||||
Current | $ | 56,943 | $ | – | |
Deferred | – | – | |||
Total | $ | 56,943 | $ | – |
Employee_Termination_Indemniti
Employee Termination Indemnities | 9 Months Ended |
Sep. 30, 2013 | |
Employee Termination Indemnities [Abstract] | ' |
Employee Termination Indemnities | ' |
Note 10 – Employee Termination Indemnities | |
Upon dismissal for any reason, employees in Italy are entitled to the “Trattamento di Fine Rapporto” (“TFR”). TFR is deferred compensation that accrues year by year in favor of an employee and is paid upon termination, but is not connected or subject to the circumstances regarding termination. TFR must be contributed by employers to complementary funds (with the exception of employees who have opted out of such allocation) or to a governmental fund established specifically in order to manage TFR accruals. Annual TFR accruals are calculated on the basis of an employee’s salary. Accrued TFR was $54,025 and $37,081 as of September 30, 2013 and December 31, 2012, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||
Sep. 30, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Commitments and Contingencies | ' | ||
Note 11 – Commitments and Contingencies | |||
The Company leases the foundry and office space under non-cancelable lease agreements. The leases generally provide that we pay the taxes, insurance and maintenance expenses related to the leased assets. Future minimum lease payments for non-cancelable operating leases as of September 30, 2013, were as follows: | |||
2013 | $ | 13,993 | |
2014 | 55,973 | ||
2015 | 57,595 | ||
2016 | 59,218 | ||
Future minimum lease payments | $ | 186,779 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Equity | ' |
Note 12 - Equity | |
During the nine months ended September 30, 2013, the Company issued 1,075,600 common shares for $1,344,500 cash. The Company also received cash of $25,000 for the subscription of 20,000 common shares, which have not yet been issued. | |
In connection with the acquisition transaction with the Company, CI Holdings forgave a total of $473,665 of short-term borrowings. | |
On August 30, 2013, the Company issued 700,000 common shares to Chiurazzi International, LLC to settle $1,272,500 of note payable. These shares were valued at $2,030,000 based on the market price on the settlement date. The Company recorded a loss on settlement of $757,500 related to this settlement. |
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 13 - Related Party Transactions | |
During the nine months ended September 30, 2013, the Company purchased trademark and finished goods from CI Holdings, Inc. for $459,983. The purchase was made through a credit arrangement with CI Holdings, Inc. discussed in Note 7. | |
As of September 30, 2013, the Company has a payable of $20,280 to an officer of Chiurazzi Srl for amounts advanced to the Company. As of September 30, 2013, the Company also has a $18,150 advance from CI Holdings, Inc. |
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
Note 14 - Subsequent Event | |
Subsequent to September 30, 2013, the Company received cash of $205,000 for the subscription of 164,000 shares of common shares in a private offering of securities. The Company has issued 60,000 of the 164,000 shares. Such shares have not been registered under federal or state securities laws, are restricted and may be sold only pursuant to registration or exemptions thereunder. |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Basis Of Presentation And Significant Accounting Policies [Abstract] | ' |
Management's Estimates and Assumptions | ' |
Management's Estimates and Assumptions | |
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. | |
Cash and Equivalents | ' |
Cash and Equivalents | |
The Company’s cash and cash equivalents consist of cash, as well as interest and non-interest bearing balances due from banks both foreign and domestic with an original maturity of three months or less. Amounts in depository accounts fluctuate on a daily basis due to activity and liquidity needs. It is the Company’s policy not to deposit large sums of cash within foreign operational deposit accounts due to financial instability in the region and the Company fund operations on a as need basis. The Company maintains cash in bank deposit accounts domestically, which at times may exceed the federally insured limits throughout the course of operations. | |
Accounts Receivable | ' |
Accounts Receivable | |
Accounts receivable consist primarily of trade receivables, net of a valuation allowance for doubtful accounts. | |
The Company attempts to limit its exposure to losses on accounts receivable by monitoring the size and economic strength of its receivables, and whenever appropriate reflect a reserve for accounts that have been deemed potentially uncollectable. Monitoring occurs on a regular basis and exposure is limited by the vetting process for customers. | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
The Company extends credit to customers and other parties in the normal course of business. The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established reserves, the Company makes judgments regarding its customers' ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. When the Company determines that a customer may not be able to make required payments, the Company increases the allowance through a charge to income in the period in which that determination is made. At September 30, 2013 and December 31, 2012, the allowance for doubtful accounts was $77,115 and $108,413, respectively. | |
Inventories | ' |
Inventories | |
Inventories are valued at the cost of acquisition, cost of production, and (or) deemed market value and are subsequently subject to lower of cost or market accounting on a nonrecurring basis. The cost of acquisition includes any costs directly attributable to the acquired inventory. Costs of physical production includes an allocation of raw materials, labor, and overhead allocated based on the estimated hours required to produce finished goods available for sale. Periodically management reviews the existing finished inventory and determines if any impairment (write down) is required. The fair value of finished inventory held-for-sale is generally based on estimated market prices from an independently prepared appraisal, an independent art broker opinion, or management’s judgment as to the selling price of similar works of art. For these finished works of art, the Company obtains fair value measurements from both internal experts regularly available and well versed in such works of art and independent experts as the need arises. | |
Property, Plant and Equipment | ' |
Property, Plant and Equipment | |
The Company accounts for property, plant and equipment at historical cost less accumulated depreciation. Historical cost includes all expenditures that are directly attributable to the acquisition of fixed assets. Subsequent costs are included in the asset's carrying amount and are recognized as a separate asset, as appropriate, only when there is the probability of future economic benefits. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows: | |
Plant and machinery 10 to 20 years | |
Furniture and fixtures 10 to 17 years | |
Specific equipment and collection of moulds 20 years | |
The assets' residual values and useful lives are reviewed, and adjusted as appropriate at least once a year. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. | |
Intangibles | ' |
Intangibles | |
Intangible assets consist primarily of a trademark which was acquired in the third quarter of 2013 from a related-party CI Holdings, Inc. Purchased intangible assets with indefinite useful lives are not amortized but are tested for impairment as least annually. | |
Revenue Recognition | ' |
Revenue Recognition | |
Revenue is recognized when the earning process is completed, the risks and rewards of ownership have transferred to the customer, which is generally the same day as delivery or shipment of the product, the price to the buyer is fixed or determinable, and collection is reasonably assured. Taxes assessed by a governmental authority that are incurred as a result of a revenue transaction are not included in revenues. The Company has no significant sales returns or allowances. | |
Income Taxes | ' |
Income Taxes | |
The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change. A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense. | |
A tax benefit from an uncertain position may be recognized if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of September 30, 2013, the Company had not recorded any tax benefits from uncertain tax positions. | |
Net Income (Loss) Per Common Share | ' |
Net Income (Loss) Per Common Share | |
The basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during a period. Diluted net income (loss) per common share is computed by dividing the net income (loss), adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. No dilutive securities were outstanding as of September 30, 2013 and 2012. | |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
The Company sometimes grants shares of stock for goods and services and in conjunction with certain agreements. These grants are accounted for based on the grant date fair values. | |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
The functional currency of the Company’s subsidiary outside of the United States is its respective local currency. The translation from the applicable foreign currency to US dollars is performed for the balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate for the period. The resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss). As of September 30, 2013, the aggregate foreign currency translation gain was $20,646. | |
Subsequent Events | ' |
Subsequent Events | |
The Company has evaluated all transactions from September 30, 2013 through the financial statement issuance date for subsequent event disclosure consideration and there are no reportable events. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our consolidated financial position, operations or cash flows. |
Description_of_Business_Tables
Description of Business (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Description Of Business [Abstract] | ' | ||||
Schedule of results of operations | ' | ||||
Nine Months Ended September 30, | |||||
2013 | 2012 | ||||
Revenues | $ | 450,325 | $ | 156,535 | |
Net loss | $ | -1,542,304 | $ | -325,585 | |
Loss per common share – basic and diluted | $ | -0.09 | $ | -0.03 | |
Weighted average common shares outstanding – basic and diluted | 17,410,788 | 9,700,000 | |||
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2013 | |
Basis Of Presentation And Significant Accounting Policies [Abstract] | ' |
Schedule of property, plant and Equipment estimated useful lives | ' |
Plant and machinery 10 to 20 years | |
Furniture and fixtures 10 to 17 years | |
Specific equipment and collection of moulds 20 years |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Inventory Disclosure [Abstract] | ' | |||||
Schedule of inventories | ' | |||||
September 30, | 31-Dec-12 | |||||
2013 | ||||||
Raw materials and consumables | $ | 8,906 | $ | 3,827 | ||
Semi-finished goods | 65,569 | 70,576 | ||||
Finished products | 1,207,287 | 651,171 | ||||
Total | $ | 1,281,762 | $ | 725,574 |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Property, Plant and Equipment [Abstract] | ' | |||||
Schedule of property, plant and equipment | ' | |||||
September 30, | December 31, | |||||
2013 | 2012 | |||||
Plant and machinery | $ | 85,543 | $ | 77,465 | ||
Furniture and fixtures | 5,980 | 5,845 | ||||
Specific equipment and collection of moulds | 1,595,360 | 1,559,370 | ||||
Property, plant and equipment, at cost | 1,686,883 | 1,642,680 | ||||
Accumulated depreciation | -241,364 | -172,884 | ||||
Total, net | $ | 1,445,519 | $ | 1,469,796 |
Intangibles_Tables
Intangibles (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||
Schedule of intangibles | ' | |||||
September 30, | December 31, | |||||
2013 | 2012 | |||||
Trade mark | $ | 250,000 | $ | - | ||
Others | 9,329 | 9,118 | ||||
Intangibles, at cost | 259,329 | 9,118 | ||||
Accumulated amortization | -1,037 | -1,013 | ||||
Total, net | $ | 258,292 | $ | 8,105 |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2013 | |
Long-term Debt, Current and Noncurrent [Abstract] | ' |
Schedule of payments | ' |
2013 Payments $250,000 | |
2014 Payments $480,000 | |
2015 Payments $480,000 | |
2016 Payments $40,000 + accumulated accrued interest |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Schedule of components of the income tax provision (benefit) | ' | ||||
Nine Months Ended September 30, | |||||
2013 | 2012 | ||||
Current | $ | 56,943 | $ | – | |
Deferred | – | – | |||
Total | $ | 56,943 | $ | – |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Schedule of future minimum lease payments detail | ' | ||
2013 | $ | 13,993 | |
2014 | 55,973 | ||
2015 | 57,595 | ||
2016 | 59,218 | ||
Future minimum lease payments | $ | 186,779 |
Description_of_Business_Detail
Description of Business (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Description Of Business [Abstract] | ' | ' |
Revenues | $450,325 | $156,535 |
Net loss | ($1,542,304) | ($325,585) |
Loss per common share - basic and diluted (in dollars per share) | ($0.09) | ($0.03) |
Weighted average common shares outstanding - basic and diluted (in shares) | 17,410,788 | 9,700,000 |
Description_of_Business_Detail1
Description of Business (Detail Textuals) (Reverse Merger, USD $) | 0 Months Ended |
7-May-13 | |
Chiurazzi Srl | ' |
Business Acquisition [Line Items] | ' |
Number of shares issued to acquire (in shares) | 9,700,000 |
Ownership percentage to acquire | 100.00% |
Chiurazzi International, LLC | ' |
Business Acquisition [Line Items] | ' |
Secured note payable assumed in conjunction with acquisition | 2,540,000 |
Chiurazzi International, LLC | Arthur John Carter | ' |
Business Acquisition [Line Items] | ' |
Number of restricted shares cancelled (in shares) | 23,000,000 |
Basis_of_Presentation_and_Summ3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Plant and machinery | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Lives | '10 to 20 years |
Furniture and fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Lives | '10 to 17 years |
Specific equipment and collection of moulds | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Lives | '20 years |
Basis_of_Presentation_and_Summ4
Basis of Presentation and Summary of Significant Accounting Policies (Detail Textuals) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Basis Of Presentation And Significant Accounting Policies [Abstract] | ' | ' |
Allowance for doubtful accounts | $77,115 | $108,413 |
Aggregate foreign currency translation gain | $20,646 | ($29,879) |
Likelihood income tax rate | 'greater than 50 percent | ' |
Going_Concern_and_Liquidity_Co1
Going Concern and Liquidity Considerations (Detail Textuals) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Going Concern And Liquidity Considerations [Abstract] | ' | ' | ' | ' | ' |
Loss from operations | ($1,208,365) | ($86,967) | ($1,527,997) | ($265,469) | ' |
Accumulated Deficit | ($2,759,891) | ' | ($2,759,891) | ' | ($1,231,894) |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials and consumables | $8,906 | $3,827 |
Semi-finished goods | 65,569 | 70,576 |
Finished products | 1,207,287 | 651,171 |
Total | $1,281,762 | $725,574 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | $1,686,883 | $1,642,680 |
Accumulated depreciation | -241,364 | -172,884 |
Total, net | 1,445,519 | 1,469,796 |
Plant and machinery | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | 85,543 | 77,465 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | 5,980 | 5,845 |
Specific equipment and collection of moulds | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant and equipment, at cost | $1,595,360 | $1,559,370 |
Intangibles_Details
Intangibles (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangibles, at cost | $259,329 | $9,118 |
Accumulated amortization | -1,037 | -1,013 |
Total, net | 258,292 | 8,105 |
Trade mark | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangibles, at cost | 250,000 | ' |
Others | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangibles, at cost | $9,329 | $9,118 |
ShortTerm_Borrowings_Related_P1
Short-Term Borrowings- Related Party (Detail Textuals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Short-term Debt [Line Items] | ' | ' |
Amount of short term debt due to related party | $264,456 | $317,472 |
CI Holdings, Inc | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Amount of short term debt due to related party | $264,456 | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 30, 2013 |
Long-term Debt, Current and Noncurrent [Abstract] | ' |
2013 Payments | $250,000 |
2014 Payments | 480,000 |
2015 Payments | 480,000 |
2016 Payments + accumulated accrued interest | $40,000 |
LongTerm_Debt_Detail_Textuals
Long-Term Debt (Detail Textuals) (Secured note payable, USD $) | 1 Months Ended | |||
Jul. 24, 2013 | 30-May-13 | Sep. 30, 2013 | 7-May-13 | |
Secured note payable | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Outstanding principal balance | ' | ' | $1,132,500 | $2,540,000 |
Accrued interest | ' | ' | 190,740 | 126,437 |
Additional borrowings | ' | 50,000 | ' | ' |
Adjustment to secured notes payable | $1,272,500 | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Current | ' | $56,943 | ' |
Deferred | ' | ' | ' |
Total | $27,418 | $56,943 | ' |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax [Line Items] | ' |
Statutory tax rate | 27.50% |
Corporate income tax rate | 38.00% |
Accrued taxes | $56,943 |
Minimum | ' |
Income Tax [Line Items] | ' |
Federal tax rates on income | 15.00% |
Maximum | ' |
Income Tax [Line Items] | ' |
Federal tax rates on income | 35.00% |
Employee_Termination_Indemniti1
Employee Termination Indemnities (Detail Textuals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Employee Termination Indemnities [Abstract] | ' | ' |
Accrued TFR | $54,025 | $37,081 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' |
2013 | $13,993 |
2014 | 55,973 |
2015 | 57,595 |
2016 | 59,218 |
Future minimum lease payments | $186,779 |
Equity_Detail_Textuals
Equity (Detail Textuals) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 30, 2013 | Aug. 30, 2013 | |
CI Holdings, Inc | Common Stock | Chiurazzi International, LLC | Chiurazzi International, LLC | |||
Common Stock | ||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds from subscription | ' | ' | ' | $25,000 | ' | ' |
Shares subscribed but unissued | ' | ' | ' | 20,000 | ' | ' |
Forgiveness of short-term borrowings | ' | ' | 473,665 | ' | ' | ' |
Shares issued to settle debt (in shares) | ' | ' | ' | ' | ' | 700,000 |
Adjustment to secured notes payable | ' | ' | ' | ' | 1,272,500 | ' |
Shares issued to settle debt | ' | 2,030,000 | ' | ' | 2,030,000 | ' |
Loss on settlement of note payable | 757,500 | 757,500 | ' | ' | 757,500 | ' |
Shares issued for cash | ' | $1,344,500 | ' | $1,344,500 | ' | ' |
Shares issued for cash (in shares) | ' | ' | ' | 1,075,600 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Detail Textuals) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Short-term Debt [Line Items] | ' |
Due to Related Party | $38,430 |
CI Holdings, Inc | ' |
Short-term Debt [Line Items] | ' |
Due to Related Party | 18,150 |
Chiurazzi Srl | Officer of Chiurazzi Srl | ' |
Short-term Debt [Line Items] | ' |
Due to Related Party | 20,280 |
Credit arrangement | CI Holdings, Inc | ' |
Short-term Debt [Line Items] | ' |
Purchase of trademark and finished goods from related party | $459,983 |
Subsequent_Event_Detail_Textua
Subsequent Event (Detail Textuals) (Subsequent Event, USD $) | 0 Months Ended |
Nov. 12, 2013 | |
Subsequent Event | ' |
Subsequent Event [Line Items] | ' |
Proceeds from subscription | $205,000 |
Unregistered common shares in private offering of securities (in shares) | 164,000 |
Shares issued for cash (in shares) | 60,000 |