Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'VAPOR HUB INTERNATIONAL INC. |
Document Type | '10-Q |
Document Period End Date | 31-Mar-14 |
Amendment Flag | 'false |
Entity Central Index Key | '0001515718 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 60,060,001 |
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 | '2014 |
Document Fiscal Period Focus | 'Q1 |
Vapor_Hub_International_Inc_Un
Vapor Hub International Inc. - Unaudited Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
Current Assets: | ' | ' | ||
Cash | $206,243 | $34,152 | ||
Accounts receivable | 6,870 | ' | ||
Inventory | 123,331 | 59,938 | ||
Prepaid expenses and other current assets | 7,214 | 2,214 | ||
Total Current Assets | 343,658 | 96,304 | ||
Fixed assets, net | 42,576 | 15,925 | ||
Other Assets | ' | ' | ||
Long term assets | 10,482 | [1] | 3,039 | [1] |
Total Assets | 396,716 | 115,268 | ||
LIABILITIESAND STOCKHOLDERS' EQUITY | ' | ' | ||
Accounts payable and accrued expenses | 56,360 | 46,397 | ||
Income taxes payable | 6,702 | 3,623 | ||
Officers loans payable | 143,337 | [2] | 2,593 | [2] |
Total Current Liabilities | 206,399 | 52,613 | ||
Long Term Liabilities: | ' | ' | ||
Note Payable | 185,000 | ' | ||
Long term liabilities | 185,000 | ' | ||
TOTAL LIABILITIES | 391,399 | 52,613 | ||
Stockholders' Equity | ' | ' | ||
Common stock | 68,060 | [3] | 68,060 | [3] |
Additional paid-in capital | -58,957 | -16,274 | ||
Retained earnings (deficit) | -3,786 | 10,869 | ||
Total Stockholders Equity | 5,317 | 62,655 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $396,716 | $115,268 | ||
[1] | See Note 7 | |||
[2] | See Note 5 | |||
[3] | $0.001 par value, 140,000,000 shares authorized, 68,060,001 issued and outstanding as of March 31, 2014 and December 31, 2013. See Note 4. All common share amounts and per share amounts in these unaudited condensed consolidated financial statements reflect the one-for-nine forward stock split by way of a stock dividend of issued and outstanding shares of common stock of the Company, effective January 19, 2014, including retroactive adjustment of common share amounts. |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Common Stock, Shares Issued | 68,060,001 | 68,060,001 |
Common Stock, Shares Outstanding | 68,060,001 | 68,060,001 |
Vapor_Hub_International_Inc_Un1
Vapor Hub International Inc. - Unaudited Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2014 | |||
Income Statement | ' | ' | ||
Revenue | $188,540 | $399,501 | ||
Cost of revenue | 84,611 | 192,729 | ||
Gross Profit | 103,929 | 206,772 | ||
General and administrative expenses | 97,062 | 233,479 | ||
Net income (loss) from operations | 6,868 | -26,707 | ||
Other income | ' | 30,000 | ||
Net income before taxes | 6,868 | 3,293 | ||
Income tax provision | 3,455 | 7,079 | ||
Net income (loss) | $3,413 | ($3,786) | ||
Net income (loss) per share: | ' | ' | ||
Net income (loss) per share, basic | $0 | $0 | ||
Net income (loss) per share, diluted | $0 | $0 | ||
Weighted average shares outstanding: | ' | ' | ||
Weighted average shares outstanding, basic | 80,694,026 | [1] | 80,955,695 | [1] |
Weighted average shares outstanding, diluted | 80,955,695 | [1] | 80,955,695 | [1] |
[1] | All common share amounts and per share amounts in these unaudited condensed consolidated financial statements reflect the one-for-nine forward stock split by way of a stock dividend of issued and outstanding shares of common stock of the Company, effective January 19, 2014, including retroactive adjustment of common share amounts. |
Vapor_Hub_International_Inc_Un2
Vapor Hub International Inc. - Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended |
Mar. 31, 2014 | |
OPERATING ACTIVITIES: | ' |
Net income (loss) | ($3,786) |
Adjustments to reconcile net income to net cash used by operating activities: | ' |
Depreciation | 17,174 |
Non-cash cost of revenue | 48,786 |
Changes in operating assets and liabilities: | ' |
Accounts receivable, increase decrease | -6,870 |
Inventory, increase decrease | -172,117 |
Prepaid expenses, increase decrease | -7,214 |
Accounts payable and accrued expenses, increase decrease | 63,062 |
Net Cash Used by Operating Activities | -60,965 |
INVESTING ACTIVITIES: | ' |
Purchase of property and equipment | -59,750 |
Leasehold security deposit | -10,482 |
Net cash used by investing activities | -70,232 |
FINANCING ACTIVITIES: | ' |
Proceeds from affiliate loans | 143,337 |
Proceeds from note payable | 185,000 |
Stock issued upon reverse acquisition | 9,103 |
Net cash provided by financing activities | 337,440 |
Net change in cash | 206,243 |
Cash, beginning of period | ' |
Cash, end of period | 206,243 |
Supplemental disclosure of cash flow information: | ' |
Cash paid for interest | ' |
Cash paid for income taxes | ' |
Non-cash transactions: | ' |
Inventories contributed by related party | $8,786 |
Note_1_Incorporation_Nature_of
Note 1- Incorporation, Nature of Operations and Acquisition | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 1- Incorporation, Nature of Operations and Acquisition | ' |
NOTE 1- INCORPORATION, NATURE OF OPERATIONS AND ACQUISITION | |
Vapor Hub International Inc. (formerly DogInn, Inc.) (hereinafter known as “the Company”) was incorporated in the State of Nevada on July 15, 2010. On February 14, 2014, the Company entered into a Share Exchange Agreement with Vapor Hub Inc., a California corporation (“Vapor”), Delite Products, Inc., a California corporation (“Delite”) and the shareholders of both companies (the “Exchange Agreement”). Pursuant to the terms of Exchange Agreement, the Company agreed to acquire all 30,000 of the issued and outstanding shares of Vapor’s common stock, as well as all 30,000 of the issued and outstanding shares of Delite’s common stock in exchange for the issuance by the company of 38,000,001 shares of common stock to the shareholders of both companies. On March 14, 2014, the Company completed the acquisition of Vapor and issued all of the 38,000,001 shares of its stock to the shareholders of Vapor, who are also the shareholders of Delite. On March 26, the Company completed the acquisition of Delite. As a result of the closing of the transactions contemplated by the Exchange Agreement, Vapor and Delite became the Company’s wholly owned subsidiaries and the Company now carries on the business of developing, producing, marketing and selling electronic cigarette products. The exchange transaction was accounted for as a reverse acquisition (recapitalization) with Vapor deemed to be the accounting acquirer (see Note 2), and the Company the legal acquirer. Prior to the Company’s acquisition of Vapor, the Company existed as a “shell company” with nominal assets whose sole business was to identify, evaluate and investigate various companies to acquire or with which to merge. | |
Upon the Company’s acquisition of Vapor, Robin Looban resigned as the Company’s sole director, president, secretary, treasurer, Chief Financial Officer and Chairman of the Board of Directors and management members from Vapor were appointed to serve as directors and officers of the Company. As a condition of the closing of the acquisition of Vapor, the Company cancelled 50,928,984 outstanding common shares and retired them in treasury. | |
Vapor was incorporated in the State of California on July 12, 2013 and is the retail arm of the Company’s electronic cigarettes business. Vapor sells and markets the next generation of smokeless electronic cigarettes which are popularly known as Vaping devices as well as E-liquid, accessories, and supplies relating to electronic cigarettes through its retail locations. Vapor’s initial focus is to establish brand recognition by opening multiple locations in Southern California. The format of the retail establishments is to provide a “lounge” atmosphere where “vaping” can be enjoyed by the customer in a congenial environment. Thus far, Vapor has opened two retail locations in Southern California. Vapor sources substantially all of its products which it offers for sale from Delite. | |
Delite was incorporated in the State of California on August 14, 2008 and is the wholesale and distribution arm of the Company’s electronic cigarettes business. Delite provides a selection of brands of electronic cigarettes and related accessories which it sells nationally to wholesale customers and retail customers, including through its websites www.vapor-hub.com and www.smokelessdelite.com. Products distributed by Delite include electronic cigarettes and related accessories purchased from third parties for resale as well as the company’s own electronic cigarettes and related accessories which it designs and sources, including the company’s popular “AR Mechanical Mods”. |
Note_2_Reverse_Acquisition_Acc
Note 2 - Reverse Acquisition Accounting | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 2 - Reverse Acquisition Accounting | ' |
NOTE 2 – REVERSE ACQUISITION ACCOUNTING | |
Since former Vapor security holders owned, after the acquisition, the majority of the Company’s shares of common stock, and as a result of certain other factors, including that all members of the Company’s executive management are from Vapor, Vapor is deemed to be the acquiring company for accounting purposes and the acquisition of Vapor was accounted for as a reverse acquisition and a recapitalization in accordance with generally accepted accounting principles in the United States (“US GAAP”). These unaudited condensed consolidated financial statements reflect the historical results of Vapor prior to the exchange transaction and that of the combined company following the exchange transaction, and do not include the historical financial results of Vapor Hub International prior to the completion of the exchange transaction. Common stock and the corresponding capital amounts of the Company pre-exchange transaction have been retroactively restated as capital stock shares reflecting the exchange ratio in the exchange transaction. |
Note_3_Basis_of_Presentation_a
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies | ' |
NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Consolidation | |
The accompanying unaudited condensed consolidated financial statements primarily reflect the financial position, results of operations and cash flows of Vapor (See Note 2) and that of Delite after its acquisition on March 26, 2014. All intercompany transactions have been eliminated for the periods consolidated. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, these interim financial statements do not include all of the information and footnotes required by US GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2014 or for any other period. | |
Fiscal Year End | |
Following the exchange transaction, the Company elected to adopt the June 30 year end of Vapor, the accounting acquirer. As such, the Company has presented activity since the inception of Vapor (July 12, 2013) and has presented the December 31, 2013 balance sheet for comparative purposes only, as this was the most recently audited period of Vapor. | |
Going Concern | |
The Company’s unaudited condensed consolidated financial statements have been presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s cash balance as of March 31, 2014 along with other factors raises doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
The Company believes it will be necessary to raise additional funds to finance its operations in the next twelve months, and intends to do so through equity financings, debt financings (including the closing of the third financing tranche of $185,000 contemplated by the Exchange Agreement), or from other sources. | |
Use of Estimates | |
Financial statements prepared in accordance with US GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management makes estimates relating to the estimated depreciable lives of property and equipment, and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates. | |
Cash | |
The Company considers all highly liquid investments with a maturity of three months or less at the time of issuance to be cash equivalents. | |
Concentration of Risk | |
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. | |
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 at March 31, 2014. | |
Revenue Recognition | |
The Company will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. | |
Inventories | |
Inventories consist primarily of vaping devices, electronic cigarettes, e-liquid, related supplies, and accessories and are stated at the lower of cost (first-in, first-out) or market value. | |
Property and Equipment | |
Property and equipment consist of computer equipment, furniture, facility equipment, and leasehold improvements which are carried at the lower of cost or fair market value and are depreciated over the estimated useful lives of the related assets. Estimated useful lives are from 3 to 10 years. Much of the property and equipment was contributed by shareholders of the Company. Expenditures for maintenance and repairs are charged against operations. The modified accelerated cost recovery system (straight line) is used for federal income tax purposes and also for financial reporting as the difference between the two does not appear to be material. | |
Net Income (Loss) Per Common Share | |
The Company has adopted ASC 260 “Earnings Per Share”. Basic net income per common shares excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the profit of the entity. As of March 31, 2014, there are 261,669 outstanding dilutive securities related to convertible promissory notes. | |
Income Taxes | |
The Company accounts for income taxes under the provisions of ASC Topic 740-10, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined and income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes determined on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | |
Recent Accounting Pronouncements | |
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial statements. |
Note_4_Capital_Stock
Note 4 - Capital Stock | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 4 - Capital Stock | ' |
NOTE 4 – CAPITAL STOCK | |
The Company is authorized to issue 140,000,000 shares of common stock and had 68,060,001 shares of common stock issued and outstanding as of March 31, 2014. | |
The Company is authorized to issue 10,000,000 shares of preferred stock and had no shares of preferred stock issued and outstanding as of March 31, 2014. | |
On January 9, 2014, the Company authorized an increase of its share capital from 65,000,000 common shares to 140,000,000 common shares. Furthermore, the Company approved a forward stock split of its issued and outstanding common shares by way of a stock dividend, on a basis of 1:9, pursuant to which, the company’s stockholders as at January 17, 2014 received eight (8) shares of common stock for each one (1) share of common stock currently held. The pay-out date as approved by the company’s board of directors and Financial Industry Regulatory Authority was January 17, 2014. The effects of the forward split increased the Company’s issued and outstanding common shares from 8,998,776 common shares to 80,988,984 common shares. The effects of the forward split have been applied on a retroactive basis. | |
On February 14, 2014, the Company entered into the Exchange Agreement whereby the Company acquired all of the issued and outstanding shares of Vapor and Delite in exchange for 38,000,001 common shares of the Company. The Agreement was completed in two stages – with the acquisition of Vapor closing on March 14, 2014 and the acquisition of Delite closing on March 26, 2014. In connection with the acquisition of Vapor on March 14, 2014, the Company canceled 50,928,984 common shares and issued a convertible debenture of approximately $185,000 (see Note 10). |
Note_5_Loan_From_Related_Party
Note 5 - Loan From Related Party | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 5 - Loan From Related Party | ' |
NOTE 5 – LOAN FROM RELATED PARTY | |
As of March 31, 2014, the Company had a balance of $143,337 outstanding as related party loans from Kyle Winther, the Company’s COO, Lori Winther, the Company’s CFO and Winther & Company (an entity owned by the CFO’s husband). The outstanding balances are non-interest bearing and repayable upon demand. |
Note_6_Inventories
Note 6 - Inventories | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 6 - Inventories | ' |
NOTE 6 – INVENTORIES | |
As of March 31, 2014, the Company has inventories which consist of vaping devices, electronic cigarettes, e-liquid, related supplies, and accessories. |
Note_7_Lease_Agreement
Note 7 - Lease Agreement | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 7 - Lease Agreement | ' |
NOTE 7 – LEASE AGREEMENT | |
The Company entered into a lease agreement with S. J. Real Estate Group, LLC to lease a retail space in Chatsworth, California, effective September 13, 2013. The lease term is for one year with a monthly lease payment of $2,214. The Company has a remaining commitment under this lease of $17,712 through August 30, 2014. | |
The Company also has a month-to-month rental agreement with Madera Development for a retail space in Simi Valley for $825. | |
The Company entered into a lease agreement with S.B.P.W., LLC to lease warehouse and office space in Simi Valley, California effective August 5, 2013 which agreement was subsequently amended on February 20, 2014. The lease term extends through April 30, 2015 with a monthly lease payment of $2,035 which increases to $4,070 effective July 1, 2014. The Company has a remaining commitment under this lease of $46,805 through April 30, 2015. A security deposit of $10,482 has been paid to the landlord in relation to this lease. | |
Note_8_Other_Income
Note 8- Other Income | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 8- Other Income | ' |
NOTE 8– OTHER INCOME | |
The Company received a fee of $30,000 in exchange for the right of an unaffiliated third party to share in 10% of the net profits derived from operations of the Chatsworth Vapor Hub lounge. At March 31, 2014, no obligation is due under this profit sharing agreement. |
Note_9_Related_Parties
Note 9 - Related Parties | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 9 - Related Parties | ' |
NOTE 9 – RELATED PARTIES | |
The Company entered into a Management Agreement with Kyle Winther and Gary “Jake” Perlingos who are each shareholders and officers of the Company related to operational supervision of the Vapor Hub Lounges in Simi Valley and Chatsworth. Each of them was to receive 2.5% each (for a total of 5%) of the monthly revenue generated from each respective lounge. The Agreement commenced September 1, 2013 and was scheduled to continue until terminated by agreement of the parties. Effective February 1, 2014, the parties agreed to terminate the Management Agreement. An additional Management Agreement was entered into between Delite and Vapor, which relates to the provision of administrative support to Vapor. Pursuant to the agreement, Delite received a fee of $10,000 per month from Vapor. The Agreement commenced October 1, 2013 and was scheduled to continue until terminated by agreement of the parties. Effective March 1, 2014, the parties agreed to terminate the Management Agreement. | |
Vapor purchases substantially all of its inventory which is sold at its retail locations from Delite. As of March 26, 2014, Delite became a wholly-owned subsidiary of the Company. As a result of the acquisition, all intercompany transactions subsequent to March 26, 2014 have been eliminated. |
Note_10_Convertible_Note_Payab
Note 10 - Convertible Note Payable | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 10 - Convertible Note Payable | ' |
NOTE 10 – CONVERTIBLE NOTE PAYABLE | |
On March 14, 2014, the Company closed the first of three tranches of a financing transaction pursuant to the terms of the Exchange Agreement. At the closing, the Company issued a convertible promissory note in the principal amount of $185,000 to GOTAMA CAPITAL S.A. in exchange for cash proceeds of $185,000. The note bears interest at a rate of 8% per annum, with interest being payable on May 15th of each year that the note remains outstanding. The principal amount of the note is convertible at any time, in whole or in part, at the Company’s election or the election of the holder into shares of the Company’s common stock at a price equal to the greater of $0.15 or 90% of the average closing prices of the Company’s common stock for the ten trading days immediately preceding the applicable conversion date. Unless earlier converted or repaid, the principal amount of the note is due and payable on March 14, 2017. The Company may prepay the principal amount of the note at any time, in whole or in part, without the prior written consent of the holder. |
Note_11_Delite_Acquisition
Note 11 - Delite Acquisition | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes | ' | ||||
Note 11 - Delite Acquisition | ' | ||||
NOTE 11 – DELITE ACQUISITION | |||||
As described in Note 4, the Company acquired Delite as part of the transactions contemplated by the Exchange Agreement on March 26, 2014. This transaction was treated as a business acquisition. The balance sheet of Delite has been consolidated with the Company as of March 31, 2014 and the activity subsequent to acquisition has been consolidated with the Company’s operations. | |||||
Below is a summarized presentation of unaudited pro-form results of operations with Delite for the period from inception (July 12, 2013) to March 31, 2014: | |||||
Delite | Vapor | Elimination | Pro-Forma | ||
Revenue | $ 717,430 | $ 371,251 | ($224,420) | $ 864,261 | |
Cost of revenue | 415,028 | 176,542 | -163,887 | 427,682 | |
Gross profit | 302,402 | 194,709 | -60,533 | 436,579 | |
General and administrative expense | 313,592 | 210,902 | -60,533 | 463,961 | |
Other income | - | 30,000 | - | 30,000 | |
Income tax provision | 1,963 | 6,702 | - | 8,665 | |
Net income (loss) | ($13,153) | $ 7,105 | $ - | $ (6,048) | |
Note_12_Subsequent_Events
Note 12 - Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Notes | ' |
Note 12 - Subsequent Events | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
On April 10, 2014, the Company closed the second tranche of the financing contemplated pursuant to the terms of the Exchange Agreement. At the closing, the Company issued a convertible promissory note in the principal amount of $200,000 to one investor in exchange for cash proceeds of $200,000. The note has the same terms as the note described in Note 10, except that unless earlier converted or repaid, the principal amount of the note is due and payable on April 10, 2017. |
Note_3_Basis_of_Presentation_a1
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Consolidation (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Consolidation | ' |
Consolidation | |
The accompanying unaudited condensed consolidated financial statements primarily reflect the financial position, results of operations and cash flows of Vapor (See Note 2) and that of Delite after its acquisition on March 26, 2014. All intercompany transactions have been eliminated for the periods consolidated. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, these interim financial statements do not include all of the information and footnotes required by US GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the period ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2014 or for any other period. | |
Note_3_Basis_of_Presentation_a2
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Fiscal Year End (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Fiscal Year End | ' |
Fiscal Year End | |
Following the exchange transaction, the Company elected to adopt the June 30 year end of Vapor, the accounting acquirer. As such, the Company has presented activity since the inception of Vapor (July 12, 2013) and has presented the December 31, 2013 balance sheet for comparative purposes only, as this was the most recently audited period of Vapor. |
Note_3_Basis_of_Presentation_a3
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Going Concern | ' |
Going Concern | |
The Company’s unaudited condensed consolidated financial statements have been presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company’s cash balance as of March 31, 2014 along with other factors raises doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
The Company believes it will be necessary to raise additional funds to finance its operations in the next twelve months, and intends to do so through equity financings, debt financings (including the closing of the third financing tranche of $185,000 contemplated by the Exchange Agreement), or from other sources. | |
Note_3_Basis_of_Presentation_a4
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
Financial statements prepared in accordance with US GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management makes estimates relating to the estimated depreciable lives of property and equipment, and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates. |
Note_3_Basis_of_Presentation_a5
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Cash (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Cash | ' |
Cash | |
The Company considers all highly liquid investments with a maturity of three months or less at the time of issuance to be cash equivalents. |
Note_3_Basis_of_Presentation_a6
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Concentration of Risk (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Concentration of Risk | ' |
Concentration of Risk | |
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. | |
Note_3_Basis_of_Presentation_a7
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Fair Value Measurements (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Fair Value Measurements | ' |
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 at March 31, 2014. |
Note_3_Basis_of_Presentation_a8
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
The Company will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. |
Note_3_Basis_of_Presentation_a9
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Inventories (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Inventories | ' |
Inventories | |
Inventories consist primarily of vaping devices, electronic cigarettes, e-liquid, related supplies, and accessories and are stated at the lower of cost (first-in, first-out) or market value. |
Recovered_Sheet1
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Property and Equipment (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment consist of computer equipment, furniture, facility equipment, and leasehold improvements which are carried at the lower of cost or fair market value and are depreciated over the estimated useful lives of the related assets. Estimated useful lives are from 3 to 10 years. Much of the property and equipment was contributed by shareholders of the Company. Expenditures for maintenance and repairs are charged against operations. The modified accelerated cost recovery system (straight line) is used for federal income tax purposes and also for financial reporting as the difference between the two does not appear to be material. |
Recovered_Sheet2
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Net Income (loss) Per Common Share (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Net Income (loss) Per Common Share | ' |
Net Income (Loss) Per Common Share | |
The Company has adopted ASC 260 “Earnings Per Share”. Basic net income per common shares excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the profit of the entity. As of March 31, 2014, there are 261,669 outstanding dilutive securities related to convertible promissory notes. |
Recovered_Sheet3
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Income Taxes (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes under the provisions of ASC Topic 740-10, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined and income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes determined on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. |
Recovered_Sheet4
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial statements. |
Note_11_Delite_Acquisition_Sch
Note 11 - Delite Acquisition: Schedule of Business Acquisitions, by Acquisition (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Tables/Schedules | ' | ||||
Schedule of Business Acquisitions, by Acquisition | ' | ||||
Delite | Vapor | Elimination | Pro-Forma | ||
Revenue | $ 717,430 | $ 371,251 | ($224,420) | $ 864,261 | |
Cost of revenue | 415,028 | 176,542 | -163,887 | 427,682 | |
Gross profit | 302,402 | 194,709 | -60,533 | 436,579 | |
General and administrative expense | 313,592 | 210,902 | -60,533 | 463,961 | |
Other income | - | 30,000 | - | 30,000 | |
Income tax provision | 1,963 | 6,702 | - | 8,665 | |
Net income (loss) | ($13,153) | $ 7,105 | $ - | $ (6,048) |
Note_1_Incorporation_Nature_of1
Note 1- Incorporation, Nature of Operations and Acquisition (Details) | Mar. 31, 2014 | Jan. 09, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 14, 2014 | Feb. 14, 2014 |
Delite | Delite | Delite | ||||
Common Stock, Other Shares, Outstanding | ' | ' | ' | ' | ' | 30,000 |
Common Stock, Shares Issued | 68,060,001 | 140,000,000 | 68,060,001 | ' | 38,000,001 | ' |
Treasury Stock, Shares, Retired | ' | ' | ' | 50,928,984 | ' | ' |
Recovered_Sheet5
Note 3 - Basis of Presentation and Summary of Significant Accounting Policies: Net Income (loss) Per Common Share (Details) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2014 | |||
Weighted average shares outstanding, diluted | 80,955,695 | [1] | 80,955,695 | [1] |
Convertible promissory note | ' | ' | ||
Weighted average shares outstanding, diluted | ' | 261,669 | ||
[1] | All common share amounts and per share amounts in these unaudited condensed consolidated financial statements reflect the one-for-nine forward stock split by way of a stock dividend of issued and outstanding shares of common stock of the Company, effective January 19, 2014, including retroactive adjustment of common share amounts. |
Note_4_Capital_Stock_Details
Note 4 - Capital Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | ||||
Jan. 17, 2014 | Mar. 31, 2014 | Jan. 09, 2014 | Dec. 31, 2013 | Mar. 14, 2014 | Feb. 14, 2014 | |
Exchange Agreement | Exchange Agreement | |||||
Common Stock, Shares Authorized | ' | 140,000,000 | ' | 140,000,000 | ' | ' |
Common Stock, Shares Outstanding | ' | 68,060,001 | ' | 68,060,001 | ' | 38,000,001 |
Preferred Stock, Shares Issued | ' | 10,000,000 | ' | ' | ' | ' |
Common Stock, Shares Issued | ' | 68,060,001 | 140,000,000 | 68,060,001 | ' | ' |
Stock Issued During Period, Shares, Stock Splits | 80,988,984 | ' | ' | ' | ' | ' |
Treasury Stock, Shares, Retired | ' | ' | ' | ' | 50,928,984 | ' |
Convertible Debt | ' | ' | ' | ' | $185,000 | ' |
Note_5_Loan_From_Related_Party1
Note 5 - Loan From Related Party (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
Details | ' | ' | ||
Officers loans payable | $143,337 | [1] | $2,593 | [1] |
[1] | See Note 5 |
Note_7_Lease_Agreement_Details
Note 7 - Lease Agreement (Details) (USD $) | Feb. 20, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 01, 2014 | Apr. 30, 2015 |
S.J. Real Estate Group, LLC | S.J. Real Estate Group, LLC | Madera Development | S.B.P.W., LLC | S.B.P.W., LLC | ||
Operating Leases, Rent Expense | ' | $17,712 | $2,214 | $825 | $4,070 | $46,805 |
Security Deposit | $10,482 | ' | ' | ' | ' | ' |
Note_8_Other_Income_Details
Note 8- Other Income (Details) (USD $) | 9 Months Ended |
Mar. 31, 2014 | |
Details | ' |
Other income | $30,000 |
Note_9_Related_Parties_Details
Note 9 - Related Parties (Details) (Management Agreement, USD $) | Oct. 01, 2013 |
Management Agreement | ' |
Due to related party | $10,000 |
Note_10_Convertible_Note_Payab1
Note 10 - Convertible Note Payable (Details) (USD $) | 0 Months Ended | |
Apr. 10, 2014 | Mar. 14, 2014 | |
GOTAMA CAPITAL S.A. | ||
Convertible Notes Payable | $200,000 | $185,000 |
Proceeds from Convertible Debt | $200,000 | $185,000 |
Short-term Debt, Percentage Bearing Fixed Interest Rate | ' | 8.00% |
Note_11_Delite_Acquisition_Sch1
Note 11 - Delite Acquisition: Schedule of Business Acquisitions, by Acquisition (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Revenue | $188,540 | $399,501 |
Cost of revenue | 84,611 | 192,729 |
Gross Profit | 103,929 | 206,772 |
General and administrative expenses | 97,062 | 233,479 |
Other income | ' | 30,000 |
Income tax provision | 3,455 | 7,079 |
Net income (loss) | 3,413 | -3,786 |
Delite | ' | ' |
Revenue | ' | 717,430 |
Cost of revenue | ' | 415,028 |
Gross Profit | ' | 302,402 |
General and administrative expenses | ' | 313,592 |
Income tax provision | ' | 1,963 |
Net income (loss) | ' | -13,153 |
Vapor | ' | ' |
Revenue | ' | 371,251 |
Cost of revenue | ' | 176,542 |
Gross Profit | ' | 194,709 |
General and administrative expenses | ' | 210,902 |
Other income | ' | 30,000 |
Income tax provision | ' | 6,702 |
Net income (loss) | ' | 7,105 |
Elimination | ' | ' |
Revenue | ' | -224,420 |
Cost of revenue | ' | -163,887 |
Gross Profit | ' | -60,533 |
General and administrative expenses | ' | -60,533 |
Pro-Forma | ' | ' |
Revenue | ' | 864,261 |
Cost of revenue | ' | 427,682 |
Gross Profit | ' | 436,579 |
General and administrative expenses | ' | 463,961 |
Other income | ' | 30,000 |
Income tax provision | ' | 8,665 |
Net income (loss) | ' | ($6,048) |
Note_12_Subsequent_Events_Deta
Note 12 - Subsequent Events (Details) (USD $) | 0 Months Ended |
Apr. 10, 2014 | |
Details | ' |
Convertible Notes Payable | $200,000 |
Proceeds from Convertible Debt | $200,000 |