Document_and_Entity_Informatio
Document and Entity Information (USD $) | 6 Months Ended |
Dec. 31, 2014 | |
Document and Entity Information: | |
Entity Registrant Name | VAPOR HUB INTERNATIONAL INC. |
Document Type | 10-Q |
Document Period End Date | 31-Dec-14 |
Amendment Flag | FALSE |
Entity Central Index Key | 1515718 |
Current Fiscal Year End Date | -24 |
Entity Common Stock, Shares Outstanding | 68,060,001 |
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 | 2015 |
Document Fiscal Period Focus | Q2 |
Vapor_Hub_International_Inc_Co
Vapor Hub International Inc. - Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | ||
Current Assets: | ||||
Cash | $55,662 | $307,567 | ||
Inventory | 363,770 | [1] | 196,163 | [1] |
Prepaid expenses and other current assets | 198,879 | 152,081 | ||
Other current assets | 7,529 | [2] | 12,162 | [2] |
Total Current Assets | 625,840 | 667,973 | ||
Fixed assets, net | 97,567 | 104,731 | ||
Total Assets | 723,407 | 772,704 | ||
LIABILITIESAND STOCKHOLDERS' DEFICIT | ||||
Accounts payable and accrued expenses | 422,026 | 213,154 | ||
Deferred income | 307,135 | |||
Income taxes payable | 5,662 | 6,702 | ||
Officers loans payable | 98,992 | [3] | 101,378 | [3] |
Total Current Liabilities | 526,680 | 628,369 | ||
Long Term Liabilities: | ||||
Equipment leases payable | 7,026 | 9,212 | ||
Convertible notes payable | 760,000 | 560,000 | ||
Long term liabilities | 767,026 | 569,212 | ||
TOTAL LIABILITIES | 1,293,706 | 1,197,581 | ||
Stockholders' Deficit | ||||
Common stock | 68,060 | [4] | 68,060 | [4] |
Additional paid-in capital | -69,331 | [5] | -69,331 | [5] |
Accumulated deficit | -569,028 | -423,606 | ||
Total Stockholders Deficit | -570,299 | -424,877 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $723,407 | $772,704 | ||
[1] | See Note 6 | |||
[2] | See Note 7 | |||
[3] | See Note 5 | |||
[4] | $0.001 par value, 1,010,000,000 (June 30, 2014- 140,000,000) shares authorized as of December 31, 2014; 68,060,001 issued and outstanding as of December 31, 2014. See Note 4 | |||
[5] | The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the exchange transaction in determining the basic and diluted weighted average shares. |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Statement of Financial Position | ||
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 1,010,000,000 | 1,010,000,000 |
Common Stock, Shares Issued | 68,060,001 | 68,060,001 |
Common Stock, Shares Outstanding | 68,060,001 | 68,060,001 |
Vapor_Hub_International_Inc_Un
Vapor Hub International Inc. - Unaudited Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Income Statement | ||||||||
Revenue | $1,127,473 | $133,406 | $2,499,023 | $210,961 | ||||
Cost of revenue | 670,164 | 64,384 | 1,413,486 | 115,058 | ||||
Gross Profit | 457,309 | 69,022 | 1,085,537 | 95,903 | ||||
General and administrative expenses | 647,218 | 89,793 | 1,230,159 | 111,411 | ||||
Loss from operations | -189,909 | -20,771 | -144,622 | -15,508 | ||||
Other income | 0 | [1] | 30,000 | [1] | 0 | [1] | 30,000 | [1] |
Income (loss) before taxes | -189,909 | 9,229 | -144,622 | 14,492 | ||||
Income tax provision | 3,623 | 800 | 3,623 | |||||
Net income | ($189,909) | $5,606 | ($145,422) | $10,869 | ||||
Net income per share: | ||||||||
Net income per share, basic | $0 | $0 | $0 | $0 | ||||
Net income per share, diluted | $0 | $0 | $0 | $0 | ||||
Weighted average shares outstanding: | ||||||||
Weighted average shares outstanding, basic | 68,060,001 | [2] | 68,060,001 | [2] | 68,060,001 | [2] | 68,060,001 | [2] |
Weighted average shares outstanding, diluted | 68,321,670 | [2] | 68,321,670 | [2] | 68,321,670 | [2] | 68,321,670 | [2] |
[1] | Note 8 | |||||||
[2] | The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the exchange transaction in determining the basic and diluted weighted average shares. |
Vapor_Hub_International_Inc_Co1
Vapor Hub International Inc. - Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ||
Net income | ($145,422) | $10,869 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation | 8,760 | 1,292 |
Non-cash cost of revenue | 48,786 | |
Changes in operating assets and liabilities: | ||
Inventory, increase decrease | -167,607 | -59,938 |
Prepaid expenses, increase decrease | -46,798 | -5,253 |
Deferred income, increase decrease | -307,135 | |
Accounts payable and accrued expenses, increase decrease | 207,832 | 50,246 |
Net Cash provided by (used in) Operating Activities | -450,370 | 46,002 |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | -1,596 | -11,850 |
Collection of security deposit | 4,633 | |
Net cash provided by (used in) investing activities | 3,037 | -11,850 |
FINANCING ACTIVITIES: | ||
Payment on leased property loans | -2,186 | |
Payments on affiliate loans | -2,386 | |
Proceeds from convertible note payable | 200,000 | |
Net cash provided by (used in) financing activities | 195,428 | |
Net change in cash | -251,905 | 34,152 |
Cash, beginning of period | 307,567 | |
Cash, end of period | 55,662 | 34,152 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash transactions: | ||
Common stock issued in partial repayment of officer loan payable | 3,000 | |
Fixed assets contributed by related party | 5,367 | |
Inventories contributed by related party | $48,786 |
Note_1_Incorporation_Nature_of
Note 1- Incorporation, Nature of Operations and Acquisition | 6 Months Ended |
Dec. 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 the next generation of electronic cigarettes, known as vaping devices, and related accessories, including e-liquids, batteries and atomizers. 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. | |
Business Overview | |
Product Description | |
Vaping devices (as well as electronic cigarettes, also known as e-cigarettes) are battery-powered products that allow users to inhale water vapor instead of the smoke, ash, tar and carbon monoxide associated with traditional cigarettes. In contrast to e-cigarettes, vaping devices are often precision manufactured from metallic materials and do not look like traditional cigarettes. Vaping devices, as compared to e-cigarettes, also offer a unique user experience as a result of greater vapor production, enriched taste, and an ability to highly customize a device with different mechanical components and fashionable accessories, including different colors and finishes. | |
Sourcing | |
The Company uses third party contract manufacturers to produce its vaping devices from facilities primarily located in Southern California. The Company’s vaping devices (or Mods), which are made from a metallic material such as steel, brass or copper, are custom machined to meet the Company’s design specifications. Once machined, unfinished products are delivered to the Company’s location in Simi Valley, where the Mods are buffed and polished to remove burs, and are finished by adding various treatments and embellishments, such as paint and dog tags. Finished products are then held in inventory for distribution and sale. The Company does not rely on any one manufacturer to produce its Mods, and believes manufacturing capacity is readily available to meet its current and planned needs. The Company does not currently have any long term agreements in place for the manufacture of its Mods. | |
With respect to the Company’s accessories, the Company purchases batteries from suppliers in China and atomizers from suppliers in the United States, Austria, the Philippines and China. The Company believes that suppliers for accessories are readily available to meet the Company’s current and planned needs. | |
E-liquids which the Company manufactures are sourced from an ISO Class 7 certified manufacturer in the United States, which helps ensure their purity and quality. In addition to manufacturing its own e-liquid, the Company also purchases e-liquid from other reputable American suppliers for resale through the Company’s distribution channels. | |
Distribution to Retail Stores | |
The Company markets and sells its vaping devices and related products to end customers through its websites www.vapor-hub.com and www.smokelessdelite.com, to retail stores through direct sales primarily in the United States but also internationally, and through third party wholesalers who then resell the Company’s products to retailers in their territory. Retailers of the Company’s products include vaping shops throughout the United States as well as several gas stations. The Company’s wholesale distribution business is conducted by Delite, which was incorporated in the State of California on August 14, 2008. Products distributed by Delite include vaping devices and related accessories purchased from third parties for resale as well as the Company’s vaping devices and related accessories, which the Company designs and sources, including the Company’s popular “AR Mechanical Mods”, newly released “Limitless Mechanical Mods”, as well as “Binary Premium e-Liquid”. | |
Operation of Retail Stores | |
The Company also sells its products and those of third parties to end consumers directly through its two retail locations located in Southern California. The Company operates its retail locations through its wholly-owned subsidiary, Vapor, which was incorporated in the State of California on July 12, 2013. The Company’s first retail location in Simi Valley, CA is 725 square feet and was the first vapor lounge in Simi Valley. The Company’s second location is located in Chatsworth, CA and measures 1,200 square feet. Through its retail locations, the Company sells and markets vaping devices as well as e-liquid, accessories, and supplies relating to vaping devices to both novice users as well as consumers who demand high end technical devices. | |
The Company opened its retail locations in order to create brand recognition for its products and also to enable the Company to gather information about user preferences in the rapidly evolving vaping industry. By learning about user preferences, the Company believes it is better able to design and source products to meet market demand. Currently, the Company does not have any plans to open additional stores. |
Note_2_Reverse_Acquisition_Acc
Note 2 - Reverse Acquisition Accounting | 6 Months Ended |
Dec. 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_summary_of_Significant_
Note 3 -summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 3 -summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation – Consolidation | |
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information and footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. | |
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 activity of Delite since its acquisition on March 26, 2014. | |
Going Concern | |
The Company’s unaudited condensed 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 December 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. | |
As discussed in Note 10, on November 4, 2014, the Company entered into a financing arrangement pursuant to which it received cash proceeds of approximately $200,000 from an investor and has the ability to receive additional funds under the facility with the investor’s consent. | |
However, the Company continues to face liquidity and capital resources constraints. The Company does not believe that the proceeds from its facility with Typenex along with its operating cash flows will be sufficient to meet its financing needs for the next twelve months, and the extent of the Company’s future capital requirements will depend on many factors, including results of operations and the growth rate of its business. The Company’s near term objective is to raise debt or equity capital to fund its immediate cash needs and to finance its longer term growth. The Company is also pursuing various means to reduce operating costs to improve cash flow. | |
The Company presently does not have any arrangements for additional financing other than its financing arrangement described under Note 10. However, the Company continues to evaluate various financing strategies to support its current operations and fund its future growth. | |
Use of Estimates | |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates significant estimates and assumptions related to its accounts receivable allowance, accounts payable, deferred income tax asset valuation allowances, useful life of fixed assets, inventory reserves, estimates of sales return and accrual for potential liabilities. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Cash | |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At December 31, 2014, the Company had no 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. | |
Financial Instruments and Fair Value Measurement | |
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required 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- applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2- applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3- applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of the Company’s cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
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. | |
Deferred Income | |
The Company accrues deferred income when customer payments are received, but product has not yet shipped. As of June 30, 2014, the Company had recorded $307,135 for deferred income as a result of prepayments for product made by customers. Those prepayments have been reclassified as current revenue, as those prepaid products have subsequently shipped and there are no prepayments as of December 31, 2014. | |
Inventories | |
Inventories consist primarily of vaping devices, electronic cigarettes, e-liquid and 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 consists 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 is not material. | |
Basic and Diluted Net Income per Share | |
The Company computes net income per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants or debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2014, there were no dilutive securities. | |
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. As of December 31, 2014, no provision for income taxes has been accrued as the Company has federal and state net operating loss carry forwards of approximately $423,606 which will begin to expire in 2030 unless utilized in earlier years. | |
Recent Accounting Pronouncements | |
On August 27, 2014, the FASB issued ASU 2014-15-Presentation of Financial Statements-Going Concern. The amendments in this Update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, on its financial statements of the amendment. | |
The Company has reviewed all other recent accounting pronouncements issued to date of the issuance of these condensed consolidated unaudited financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s condensed consolidated unaudited financial statements. |
Note_4_Capital_Stock
Note 4 - Capital Stock | 6 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 4 - Capital Stock | NOTE 4 – CAPITAL STOCK |
The Company is authorized to issue 1,010,000,000 shares of common stock and had 68,060,001 shares of common stock issued and outstanding as of December 31, 2014. On February 2, 2015, the Board of Directors of the Company approved an Amended and Restated Articles of Incorporation of the Company (the “Amended and Restated Articles”) and the Amended and Restated Articles were filed by the Company with the Secretary of State of the State of Nevada on February 5, 2015. The Amended and Restated Articles increase the authorized number of shares of common stock, par value $0.001, of the Company from 140,000,000 shares to 1,010,000,000. | |
The Company is also authorized to issue 10,000,000 shares of preferred stock and had no shares of preferred stock issued and outstanding as of December 31, 2014. On February 2, 2015, the Company filed a Certificate of Withdrawal of Certificate of Designation (“Certificate of Withdrawal”) with the Secretary of State of the state of Nevada. The certificate withdrawals the Certificate of Designation filed by the Company on January 9, 2014, which designated all of the Company’s preferred stock as “Series A Preferred Stock.” Following the filing of the Certificate of Withdrawal, the Company has 10,000,000 shares of undesignated preferred stock, par value $0.001, available for future designation by the Company’s Board of Directors. | |
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 transaction 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_Officers_Loans_Payable
Note 5 - Officers' Loans Payable | 6 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 5 - Officers' Loans Payable | NOTE 5 – OFFICERS’ LOANS PAYABLE |
As of December 31, 2014, the Company had a balance of $98,992 outstanding as related party loans from Kyle Winther, the Company’s CEO, Lori Winther, the Company’s CFO and Winther & Company, CPAs (an entity owned by Lori Winther, and her husband, Niels Winther, CPA, who is a director of the Company). The outstanding balances are unsecured, non-interest bearing and repayable upon demand. |
Note_6_Inventories
Note 6 - Inventories | 6 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 6 - Inventories | NOTE 6 – INVENTORIES |
As of December 31, 2014, the Company had a balance of $363,770 in inventories which consist of vaping devices, electronic cigarettes, e-liquid, related supplies, and accessories. There is no reserve for inventory obsolescence as of December 31, 2014. |
Note_7_Lease_Agreement
Note 7 - Lease Agreement | 6 Months Ended |
Dec. 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 two years with a monthly lease payment of $2,214. The Company has a remaining commitment under this lease of $17,712 through August 30, 2015. | |
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 increased to $4,070 effective July 1, 2014. The Company has a remaining commitment under this lease of $16,280 through April 30, 2015. A security deposit of $7,149 has been paid to the landlord and $380 in utility deposits have also been paid in relation to this lease. |
Note_8_Other_Income
Note 8- Other Income | 6 Months Ended |
Dec. 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 December 31, 2014, no obligation is due under this profit sharing agreement. |
Note_9_Related_Parties
Note 9 - Related Parties | 6 Months Ended |
Dec. 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. Prior to the termination of the agreement, each of Mr. Winther and Mr. Perlingos received approximately $6,400 pursuant to the terms of 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 | 6 Months Ended |
Dec. 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. 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 the same investor in exchange for cash proceeds of $200,000. The note has the same terms as the note described above, except that unless earlier converted or repaid, the principal amount of the note is due and payable on April 10, 2017. On May 19, 2014, the Company closed the third 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 $175,000 to the same investor in exchange for cash proceeds of $149,881 and $25,000 of expenses paid on behalf of the Company. The note has the same terms as the notes described above, except that unless earlier converted or repaid, the principal amount of the note is due and payable on May 19, 2017. The Company may prepay the principal amount of the notes at any time, in whole or in part, without the prior written consent of the holder. | |
On November 4, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Typenex Co-Investment, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company concurrently issued to Investor a Secured Convertible Promissory Note in a principal amount of $1,687,500 (the “Company Note”). The principal amount includes an original issue discount of $80,000 plus an additional $7,500 to cover Investor's due diligence and legal fees in connection with the transaction. In consideration for the Company Note, Investor paid an aggregate purchase price of $1,600,000 (the “Purchase Price”), consisting of an initial cash purchase price of $200,000 and the issuance to the Company of ten promissory notes, the first two promissory notes in a principal amount of $100,000 each and the remaining eight promissory notes in a principal amount of $150,000 (each an “Investor Note” and collectively, the “Investor Notes”). The Company Note and the Investor Notes each bear interest at the rate of 10% per annum and mature on April 4, 2019 and the Company’s obligations under the Company Note are secured by liens on the Investor Notes pursuant to the terms of a Security Agreement entered into by the Company in favor of the Investor. Subject to certain conditions, the Company may prepay the Company Note by making a payment equal to 125% of the then outstanding balance (including interest and other fees and amounts due). Each of the Investor Notes may be prepaid (and the Company may receive additional funds under the facility in excess of the initial $200,000 cash proceeds) only upon the mutual agreement of the parties. | |
Beginning on May 4, 2015, the Company is required to repay the outstanding balance on the Company Note in monthly installments of approximately $35,000 per month plus all unpaid interest and other costs, fees or charges under the Company Note. Payment may be made in cash or, subject to certain conditions, in shares of the Company’s common stock or any combination of cash and shares. If payments are made in shares, such installments or portions thereof are, subject to certain conditions, convertible into shares of the Company’s common stock at the lesser of (i) a conversion price of $0.10, subject to adjustment or (ii) a price that is equal to 70% of the average of the three lowest closing bid prices of the Company’s common stock in the twenty trading days immediately preceding such conversion, subject to a floor of $0.01. In addition, on the date that is twenty trading days from the date the Company delivers installment shares to Investor, there is a true-up where the Company is required to deliver additional shares if the installment conversion price as of the true-up date is less than the installment conversion price used to deliver the initial shares. | |
Beginning on May 4, 2015, all or any amount of a conversion eligible tranche (as described below) under the Company Note is convertible, at the option of the Investor, into shares of the Company’s common stock at a conversion price of $0.10 per share, subject to customary anti-dilution adjustments and other adjustments described in the Company Note (the “Conversion Price”). The Company Note is convertible into shares of the Company’s common stock by Investor in eleven tranches consisting of an initial tranche of $217,500 plus interest and other amounts due which may be converted into shares of the Company’s common stock at the Conversion Price at any time on or after May 4, 2015 and ten additional tranches (each a “Subsequent Tranche”), two of which are in the amount of $105,000 plus interest and other amounts due and eight of which are in the amount of $157,500 plus interest and other amounts due. Each Subsequent Tranche may not be converted into shares of the Company’s common stock unless the Investor has paid in full the Investor Note corresponding to such tranche, which payment requires the Company’s consent. Subject to certain conditions based on the trading volume and trading price of the Company’s common stock, the Company may also elect to convert the entire outstanding balance under the Company Note into shares of the Company’s common stock at the Conversion Price. | |
If the Company fails to repay the Company Note when due, or if the Company is otherwise in default under the Company Note, at the option of Investor a default interest rate of 22% per annum will apply on all conversion eligible portions of the Company Note while the default continues. In the event the Company is in default under the Company Note, the Investor also has the option to accelerate the note with the outstanding balance becoming immediately due and payable or increase the outstanding balance of the note by an amount of 5% or 15% depending on the particular default. In addition, if the Company fails to issue stock to the Investor within three trading days of receipt of a notice of conversion, the Company must pay a penalty equal to the greater of (i) $500 per day; or (ii) 2% of the product of (A) the number of shares to which Investor was entitled that were not issued on a timely basis; and (B) the closing sale price of the common stock on the trading day immediately preceding the last day for us to timely issue the shares. | |
The Company Note provides that the Investor maintains a right of offset that, under certain circumstances, permits the Investor to deduct amounts owed by the Company under the Company Note from amounts otherwise owed by Investor under the Investor Notes. In addition, the Company is permitted at any time to deduct and offset any amount owing by the Investor under the Investor Notes from any amount owed by the Company under the Company Note. | |
The Company Note provides that Investor may not convert the Company Note in an amount which would cause Investor to own more than 4.99%, or if the Company’s market capitalization (as defined in the Company Note) is less than $10,000,000, more than 9.99%, of the Company’s outstanding common stock. | |
The Company paid Pyrenees Investments $20,000 as a finder’s fee (equal to 10% of the gross proceeds) in connection with the first closing and will pay Pyrenees Investments 10% of the gross proceeds as a finder’s fee for all subsequent closings under the Purchase Agreement. |
Note_11_Subsequent_Events
Note 11 - Subsequent Events | 6 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 11 - Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS |
Loan from B of I Federal Bank | |
On January 2, 2015, the Company entered into a Business Loan and Security Agreement with B of I Federal Bank (the “Bank”). Pursuant to the agreement, the Company borrowed $200,000 USD from the Bank and received net proceeds of $195,000 USD after deducting an origination fee of $5,000 USD. The loan is payable in 147 payments of $1,727.89 due each business day beginning on and after January 5, 2015, with the total repayment amount (subject to certain exceptions) being equal to $253,999.83 USD (the “Total Repayment Amount”). | |
The loan may be prepaid in whole by the Company at any time by paying the Bank an amount equal to the Total Repayment Amount (subject to certain fees) less (i) the amount of any loan payments made prior to such repayment and (ii) the product of 0.25 and the aggregate amount of unpaid interest remaining on the loan as of the repayment date. | |
The loan is secured by all personal property of the Company and is also personally guaranteed by Lori Winther, the Chief Financial Officer and a director of the Company, Kyle Winther, the Chief Executive Officer and a director of the Company and Gary Perlingos, the President and a director of the Company. If an event of default occurs under the agreement, all obligations owing by Company to Bank under the agreement will, at the Bank’s election, become immediately due and payable and the Bank may exercise its rights as a secured creditor. | |
Receipt of Funds from Typenex Co-Investment, LLC | |
On January 16, 2015, the Investor paid to the Company the sum of $102,027.78 as a prepayment of all of its obligations owed to the Company under the first Investor Note in the original principal amount of $100,000.00 dated November 4, 2014, issued by the Investor in favor of the Company. The Company paid Pyrenees Investments $10,020 as a finder’s fee (equal to 10% of the gross proceeds) in connection with the second closing. |
Note_3_summary_of_Significant_1
Note 3 -summary of Significant Accounting Policies: Basis of Presentation - Consolidation (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Basis of Presentation - Consolidation | Basis of Presentation – Consolidation |
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information and footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Note_3_summary_of_Significant_2
Note 3 -summary of Significant Accounting Policies: Fiscal Year End (Policies) | 6 Months Ended |
Dec. 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 activity of Delite since its acquisition on March 26, 2014. |
Note_3_summary_of_Significant_3
Note 3 -summary of Significant Accounting Policies: Going Concern (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Going Concern | Going Concern |
The Company’s unaudited condensed 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 December 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. | |
As discussed in Note 10, on November 4, 2014, the Company entered into a financing arrangement pursuant to which it received cash proceeds of approximately $200,000 from an investor and has the ability to receive additional funds under the facility with the investor’s consent. | |
However, the Company continues to face liquidity and capital resources constraints. The Company does not believe that the proceeds from its facility with Typenex along with its operating cash flows will be sufficient to meet its financing needs for the next twelve months, and the extent of the Company’s future capital requirements will depend on many factors, including results of operations and the growth rate of its business. The Company’s near term objective is to raise debt or equity capital to fund its immediate cash needs and to finance its longer term growth. The Company is also pursuing various means to reduce operating costs to improve cash flow. | |
The Company presently does not have any arrangements for additional financing other than its financing arrangement described under Note 10. However, the Company continues to evaluate various financing strategies to support its current operations and fund its future growth. |
Note_3_summary_of_Significant_4
Note 3 -summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates significant estimates and assumptions related to its accounts receivable allowance, accounts payable, deferred income tax asset valuation allowances, useful life of fixed assets, inventory reserves, estimates of sales return and accrual for potential liabilities. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Note_3_summary_of_Significant_5
Note 3 -summary of Significant Accounting Policies: Cash (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Cash | Cash |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At December 31, 2014, the Company had no cash equivalents. |
Note_3_summary_of_Significant_6
Note 3 -summary of Significant Accounting Policies: Concentration of Risk (Policies) | 6 Months Ended |
Dec. 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_summary_of_Significant_7
Note 3 -summary of Significant Accounting Policies: Financial Instruments and Fair Value Measurement (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Financial Instruments and Fair Value Measurement | Financial Instruments and Fair Value Measurement |
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required 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- applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2- applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3- applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of the Company’s cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Note_3_summary_of_Significant_8
Note 3 -summary of Significant Accounting Policies: Revenue Recognition (Policies) | 6 Months Ended |
Dec. 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_summary_of_Significant_9
Note 3 -summary of Significant Accounting Policies: Deferred Income (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Deferred Income | Deferred Income |
The Company accrues deferred income when customer payments are received, but product has not yet shipped. As of June 30, 2014, the Company had recorded $307,135 for deferred income as a result of prepayments for product made by customers. Those prepayments have been reclassified as current revenue, as those prepaid products have subsequently shipped and there are no prepayments as of December 31, 2014. |
Recovered_Sheet1
Note 3 -summary of Significant Accounting Policies: Inventories (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Inventories | Inventories |
Inventories consist primarily of vaping devices, electronic cigarettes, e-liquid and related supplies and accessories and are stated at the lower of cost (first-in, first-out) or market value. |
Recovered_Sheet2
Note 3 -summary of Significant Accounting Policies: Property and Equipment (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Property and Equipment | Property and Equipment |
Property and equipment consists 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 is not material. |
Recovered_Sheet3
Note 3 -summary of Significant Accounting Policies: Basic and Diluted Net Income Per Share (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Basic and Diluted Net Income Per Share | Basic and Diluted Net Income per Share |
The Company computes net income per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants or debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2014, there were no dilutive securities. |
Recovered_Sheet4
Note 3 -summary of Significant Accounting Policies: Income Taxes (Policies) | 6 Months Ended |
Dec. 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. As of December 31, 2014, no provision for income taxes has been accrued as the Company has federal and state net operating loss carry forwards of approximately $423,606 which will begin to expire in 2030 unless utilized in earlier years. |
Recovered_Sheet5
Note 3 -summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
On August 27, 2014, the FASB issued ASU 2014-15-Presentation of Financial Statements-Going Concern. The amendments in this Update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, on its financial statements of the amendment. | |
The Company has reviewed all other recent accounting pronouncements issued to date of the issuance of these condensed consolidated unaudited financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s condensed consolidated unaudited financial statements. |
Recovered_Sheet6
Note 3 -summary of Significant Accounting Policies: Deferred Income (Details) (USD $) | Jun. 30, 2014 |
Details | |
Deferred Revenue | $307,135 |
Recovered_Sheet7
Note 3 -summary of Significant Accounting Policies: Income Taxes (Details) (USD $) | Dec. 31, 2014 |
Details | |
Operating Loss Carryforwards | $423,606 |
Note_4_Capital_Stock_Details
Note 4 - Capital Stock (Details) | 0 Months Ended | |||
Jan. 17, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | Jan. 09, 2014 | |
Details | ||||
Common Stock, Shares Authorized | 1,010,000,000 | 1,010,000,000 | ||
Common Stock, Shares Outstanding | 68,060,001 | 68,060,001 | ||
Preferred Stock, Shares Authorized | 10,000,000 | |||
Common Stock, Shares Issued | 68,060,001 | 68,060,001 | 140,000,000 | |
Stock Issued During Period, Shares, Stock Splits | 80,988,984 |
Note_5_Officers_Loans_Payable_
Note 5 - Officers' Loans Payable (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 | ||
Details | ||||
Officers loans payable | $98,992 | [1] | $101,378 | [1] |
[1] | See Note 5 |
Note_6_Inventories_Details
Note 6 - Inventories (Details) (USD $) | Dec. 31, 2014 |
Details | |
Inventory, Finished Goods, Gross | $363,770 |
Note_7_Lease_Agreement_Details
Note 7 - Lease Agreement (Details) (USD $) | Feb. 20, 2014 |
Details | |
Security Deposit | $7,149 |
Note_8_Other_Income_Details
Note 8- Other Income (Details) (USD $) | Dec. 31, 2014 |
Details | |
Other Income | $30,000 |
Note_10_Convertible_Note_Payab1
Note 10 - Convertible Note Payable (Details) (USD $) | Dec. 31, 2014 | Jun. 30, 2014 |
Details | ||
Convertible notes payable | $760,000 | $560,000 |