Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Mar. 31, 2015 | |
Document and Entity Information: | |
Entity Registrant Name | VAPOR HUB INTERNATIONAL INC. |
Document Type | 10-Q |
Document Period End Date | 31-Mar-15 |
Amendment Flag | FALSE |
Entity Central Index Key | 1515718 |
Current Fiscal Year End Date | -24 |
Entity Common Stock, Shares Outstanding | 68,360,001 |
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 | Q3 |
Vapor_Hub_International_Inc_Co
Vapor Hub International Inc. - Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Jun. 30, 2014 | ||
Current Assets: | ||||
Cash | $92,257 | $307,567 | ||
Accounts Receivable | 37,280 | |||
Inventory | 217,846 | [1] | 196,163 | [1] |
Prepaid expenses and other current assets | 153,365 | 152,081 | ||
Other current assets | 7,529 | [2] | 12,162 | [2] |
Total Current Assets | 508,277 | 667,973 | ||
Fixed assets, net | 98,944 | 104,731 | ||
Long term assets | 6,895 | |||
Total Assets | 614,116 | 772,704 | ||
LIABILITIESAND STOCKHOLDERS' DEFICIT | ||||
Accounts payable and accrued expenses | 356,607 | 213,154 | ||
Deferred income | 2,000 | 307,135 | ||
Income taxes payable | 6,702 | |||
Notes payable- short term | 152,431 | [3] | [3] | |
Loans from related parties | 67,690 | [4] | 101,378 | [4] |
Convertible notes payable, net of debt discount | 258,402 | [5] | [5] | |
Derivative liabilities | 30,040 | |||
Total Current Liabilities | 867,170 | 628,369 | ||
Long Term Liabilities: | ||||
Equipment leases payable | 6,459 | 9,212 | ||
Convertible notes payable | 560,000 | [5] | 560,000 | [5] |
Long term liabilities | 566,459 | 569,212 | ||
TOTAL LIABILITIES | 1,433,629 | 1,197,581 | ||
Stockholders' Deficit | ||||
Preferred stock | [6] | [6] | ||
Common stock | 68,360 | [7],[8] | 68,060 | [7],[8] |
Additional paid-in capital | -63,631 | [9] | -69,331 | [9] |
Accumulated deficit | -824,242 | -423,606 | ||
Total Stockholders Deficit | -819,513 | -424,877 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $614,116 | $772,704 | ||
[1] | See Note 6 | |||
[2] | See Note 7 | |||
[3] | See Note 11 | |||
[4] | See Note 5 | |||
[5] | See Note 10 | |||
[6] | $0.001 par value, 10,000,000 authorized, 0 issued and outstanding as of March 31, 2015 and June 30, 2014 | |||
[7] | $0.001 par value, 1,010,000,000 and 140,000,000 shares authorized, 68,060,001 and 68,060,001 issued, 68,360,001 and 68,060,001 outstanding as of March 31, 2015 and June 30, 2014, respectively. See Note 4. | |||
[8] | $0.001 par value, 1,010,000,000 and 140,000,000 shares authorized, 68,360,001 and 68,060,001 issued and outstanding as of March 31, 2015 and June 30, 2014, respectively. See Note 4. | |||
[9] | 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 $) | Mar. 31, 2015 | Jun. 30, 2014 |
Statement of Financial Position | ||
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $0.01 | $0.01 |
Common Stock, Shares Authorized | 1,010,000,000 | 1,010,000,000 |
Common Stock, Shares Issued | 68,360,001 | 68,060,001 |
Common Stock, Shares Outstanding | 68,360,001 | 68,060,001 |
Vapor_Hub_International_Inc_Un
Vapor Hub International Inc. - Unaudited Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |||||
Income Statement | ||||||||
Revenue | $1,091,021 | $188,540 | $3,590,044 | $399,501 | ||||
Cost of revenue | 739,243 | 84,611 | 2,152,729 | 192,729 | ||||
Gross Profit | 351,778 | 103,929 | 1,437,315 | 206,772 | ||||
General and administrative expenses | 563,510 | 97,061 | 1,756,124 | 233,479 | ||||
Net income (loss) from operations | -211,732 | 6,868 | -318,809 | -26,707 | ||||
Interest expense | -58,137 | -95,681 | ||||||
Finance fees | -2,681 | -2,681 | ||||||
Change in derivative liabilities | 18,935 | 18,935 | ||||||
Other income | [1] | [1] | [1] | 30,000 | [1] | |||
Other income expense | -41,883 | -79,427 | 30,000 | |||||
Income (loss) before taxes | -253,615 | 6,868 | -398,235 | 3,293 | ||||
Income tax provision | 1,600 | 3,455 | 2,400 | 7,079 | ||||
Net income (loss) | ($282,554) | $3,413 | ($400,636) | ($3,786) | ||||
Net income (loss) per share: | ||||||||
Net income per share, basic | $0 | $0 | ($0.01) | $0 | ||||
Net income per share, diluted | $0 | $0 | ($0.01) | $0 | ||||
Weighted average shares outstanding: | ||||||||
Weighted average shares outstanding, basic | 68,360,001 | [2] | 68,060,001 | [2] | 68,158,902 | [2] | 68,060,001 | [2] |
Weighted average shares outstanding, diluted | 68,360,001 | [2] | 68,321,670 | [2] | 68,158,902 | [2] | 68,060,001 | [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 $) | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | ($400,636) | ($3,786) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation | 13,174 | 17,174 |
Amortization of debt discount | 5,349 | |
Change in derivative liability | -18,935 | |
Non-cash cost of revenue | 48,786 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, increase decrease | -37,280 | -6,870 |
Inventory, increase decrease | -21,683 | -172,117 |
Prepaid expenses and other current long term assets, increase decrease | 61,711 | -7,214 |
Security deposit, increase decrease | 5,267 | -10,482 |
Deferred income, increase decrease | -305,135 | |
Accounts payable and accrued expenses, increase decrease | 136,751 | 63,062 |
Net Cash used in Operating Activities | -561,417 | -71,447 |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | -7,387 | -59,750 |
Net cash used in investing activities | -7,387 | -59,750 |
FINANCING ACTIVITIES: | ||
Payment on leased property loans | -2,753 | |
Proceeds from affiliate loans | 30,000 | 143,337 |
Payments on affiliate loans | -63,688 | |
Proceeds from convertible note payable, net of issuance costs | 272,008 | 185,000 |
Proceeds from short term notes payable | 200,000 | |
Payments on short term notes payable | -82,073 | |
Stock issued upon reverse acquisition | 9,103 | |
Net cash provided by financing activities | 353,494 | 337,440 |
Net change in cash | -215,310 | 206,243 |
Cash, beginning of period | 307,567 | |
Cash, end of period | 92,257 | 206,243 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 45,458 | |
Cash paid for income taxes | 2,400 | |
Non-cash transactions: | ||
Common stock issued in partial repayment of officer loan payable | 3,000 | |
Common stock issued for prepaid services | 6,000 | |
Insurance premium financing | 173,016 | |
Derivative liability | 48,975 | |
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 | 9 Months Ended |
Mar. 31, 2015 | |
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, 2014, 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 vaping 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-liquids, 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 convenience stores and several gas stations. Products distributed by the Company 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 and popular “Limitless Mechanical Mods”, as well as “Binary Premium e-Liquid”. Prior to its acquisition by the Company on March 26, 2014, the Company’s distribution business was operated by Delite. | |
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’s first retail location in Simi Valley, CA was 725 square feet and was the first vapor lounge in Simi Valley. On April 1, 2015, the Company moved its Simi Valley retail location to a larger 1,500 square foot facility. 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 | 9 Months Ended |
Mar. 31, 2015 | |
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 | 9 Months Ended |
Mar. 31, 2015 | |
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 US 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 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, 2015 along with continued loss from operations and negative cash flow from operations, raise substantial doubt about its ability to continue as a going concern. The accompanying unaudited condensed consolidated 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 continues to face liquidity and capital resources constraints and does not believe that the proceeds from its facility with Typenex (see Note 10) along with its operating cash flows will be sufficient to meet its financing needs for the next twelve months. The extent of the Company’s future capital requirements will depend on many factors, including the Company’s results from operations and the growth rate of the Company’s 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 increase revenues, reduce operating costs and to improve overall 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, fair value of derivative liability, 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 and Cash Equivalents | |
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 March 31, 2015, 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, and derivative liabilities and convertible notes payable. 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. Pursuant to ASC 820, the fair value of the Company’s derivative liability is determined based on “Level 3” inputs, which consist of observable inputs. 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 recognizes 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. As of March 31, 2015, the Company has $2,000 in deferred income. | |
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. A significant portion of the Company’s 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. | |
Accounting for Derivatives Liabilities | |
The Company evaluates contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity . The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. See Note 10 for disclosure of derivatives and their valuation related to various convertible debt agreements. | |
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 March 31, 2015, 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 March 31, 2015, no provision for income taxes has been accrued as the Company has federal and state net operating loss carry forwards of $463,194 which will begin to expire in 2030 unless utilized in earlier years. | |
Stock Based Compensation | |
Issuances of the Company’s common stock for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instrument is fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instrument granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. | |
For purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic 505, “Equity” and FASB ASC Topic 718, “Compensation — Stock Compensation,” the Company performs an analysis of current market data and historical Company data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s consolidated statements of operations and comprehensive income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements. For the three months ended March 31, 2015 and 2014, for the nine months ended March 31, 2015 and for the period From Inception (July 12, 2013) to March 31, 2014, the Company had no stock based compensation to employees. As of March 31, 2015 the Company had recorded $6,000 of prepaid stock compensation expense for 300,000 shares of common stock committed under a consulting agreement executed on March 10, 2015 for services to be rendered through January 2016. | |
Non-Cash Equity Transactions | |
Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to current market price. | |
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. | |
On April 7, 2015, the FASB issued ASU 2015-03 Interest – Imputations of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, to simplify presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. 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 | 9 Months Ended |
Mar. 31, 2015 | |
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 68,360,001 shares of common stock issued outstanding as of March 31, 2015, of which 800,000 shares were accrued as of March 31, 2015 and subsequently issued as further discussed below. 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 March 31, 2015. 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 withdraws 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 on such date. 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). | |
On March 10, 2015 the Company entered into an independent contractor agreement with a service provider. Pursuant to the terms of the agreement, the Company agreed to grant the service provider 300,000 non-forfeitable, fully vested shares of its common stock, valued at $6,000 (based on the estimated fair market value of the shares on March 10, 2015, the date of grant) as partial consideration for the services to be provided to the Company pursuant to the terms of the agreement. The 300,000 shares were subsequently issued on May 11, 2015 and accrued as of March 31, 2015 as a prepaid and shares to be issued for the amount of $6,000. |
Note_5_Officers_Loans_Payable
Note 5 - Officers' Loans Payable | 9 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 5 - Officers' Loans Payable | NOTE 5 – OFFICERS’ LOANS PAYABLE |
As of March 31, 2015, the Company had a balance of $67,690 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 | 9 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 6 - Inventories | |
NOTE 6 – INVENTORIES | |
As of March 31, 2015, the Company had a balance of $217,846 as inventories which consist of vaping devices, electronic cigarettes, e-liquid, related supplies, and accessories. There is no reserve for inventory obsolescence as of March 31, 2015. |
Note_7_Lease_Agreement
Note 7 - Lease Agreement | 9 Months Ended |
Mar. 31, 2015 | |
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 $11,070 through August 30, 2015. | |
The Company also had a month-to-month rental agreement with Madera Development for a retail space in Simi Valley for $825. On February 28, 2015, the Company entered into a lease agreement with landlord Samantha Carrington to provide retail space for its Simi Valley retail location and on April 1, 2015, the Simi Valley retail location opened at the new premises. The lease term extends through March 31, 2017 with a monthly lease payment of $3,190. The Company has a commitment under this lease of $76,560 and a security deposit of $6,380 was paid to the landlord in relation to this lease. | |
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 extended through April 30, 2015 with a monthly lease payment of $2,035 which increased to $4,070 effective July 1, 2014. Currently, this lease continues on a month to month basis. |
Note_8_Other_Income
Note 8- Other Income | 9 Months Ended |
Mar. 31, 2015 | |
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, 2015, no obligation is due under this profit sharing agreement. |
Note_9_Related_Parties
Note 9 - Related Parties | 9 Months Ended |
Mar. 31, 2015 | |
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. | |
Prior to the acquisition of Delite, Vapor purchased 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. | |
From time to time the Company will engage the services of Winther & Co. an accounting firm owned by the husband of the Company’s CFO. Winther & Co. provides bookkeeping, accounting and tax services to the Company. For the nine months ended March 31, 2015 the Company incurred approximately $20,000 in fees with Winther & Co. As of March 31, 2015 and June 30, 2014 the Company had Accounts Payable outstanding to related parties of $12,369 and $0, respectively. |
Note_10_Convertible_Notes_Paya
Note 10 - Convertible Notes Payable | 9 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 10 - Convertible Notes Payable | NOTE 10 – CONVERTIBLE NOTES PAYABLE |
Notes Issued to Gotama Capital S.A. | |
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. | |
Note Issued to Typenex Co-Investment, LLC. | |
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. | |
On January 16, 2015, upon the mutual agreement of the parties, the Investor paid to the Company the sum of $102,028 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 dated November 4, 2014, issued by the Investor in favor of the Company. | |
The first two tranches were issued with an original issue discount of $24,072, of which $2,061 has been amortized to interest expense for the nine months ended March 31, 2015, resulting in an unamortized balance of $18,411. | |
The Company recognized an additional debt discount of $48,975 on the first two tranches for the original fair value recognition of the derivative liability (discussed further below), of which $3,288 has been amortized to interest expense for the nine months ended March 31, 2015, resulting in an unamortized balance of $45,687. | |
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 (each, an “Installment Conversion”), 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 (each, a “Lender Conversion”), 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. On January 16, 2015, the Investor paid to the Company the sum of $102,028 as a prepayment of all of its obligations owed to the Company under the first Investor Note and consequently the first Subsequent Tranche of $105,000 plus interest and other amounts due may be converted into shares of the Company’s common stock at the Conversion Price at the option of the Investor at any time on or after May 4, 2015. 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. Since the Company Note and the Investor Notes may be offset against each other, they are recorded on a net basis in the Consolidated Balance Sheet. | |
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 $10,020 in connection with the second closing. The total finder’s fee of $30,020 was capitalized as deferred issuance costs and amortized over the term of the Company Note. As of March 31, 2015 unamortized deferred issuance costs were $27,340. Finance fees for the three and nine months ended March 31, 2015 were $2,680. The Company will pay Pyrenees Investments 10% of the gross proceeds as a finder’s fee for all subsequent closings under the Purchase Agreement. | |
The Company evaluated the Company Note under the requirements of ASC 480 “Distinguishing Liabilities from Equity” and concluded that the note does not fall within the scope of ASC 480. | |
The Company then evaluated the Company Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the Lender Conversion Price in the event of subsequent dilutive issuances by the Company, the Company determined that the Lender Conversion feature does not meet the definition of “indexed to” the Company’s stock, and the scope exception to ASC 815’s derivative accounting provisions does not apply. The Company also determined that the Lender Conversion feature of the Company Note meets the definition of an embedded derivative that should be separated from the Company Note and accounted for as a derivative liability. The Company recorded an original valuation of $48,975 for the derivative liability. As of March 31, 2015, the Company had a derivative liability of $30,040 and reflected a change in derivative liability of $18,935 for the three and nine month periods ended March 31, 2015. | |
The Company further concluded that because of the conversion floor of $0.01 on Installment Conversions and because the Company has the right at any time to offset the Investor Notes from the Company Note, the following features of the Company Note do not meet the definition of an embedded derivative that should be separated from the Company Note and accounted for as a derivative liability: the Installment Conversion feature of the Company Note, the default and remedy provisions of the Company Note, the Company’s option to settle a Lender Conversion in cash in the event the Investor elects to convert subsequent to the occurrence of an event of default under the Company Note and the Company’s prepayment option under the Company Note. | |
Fair Value Measurement | |
The convertible notes discussed above contain conversion features that result in an embedded derivative. The Company has recorded the fair value of each derivative as described above as a current liability condensed consolidated balance sheet as of March 31, 2015. The change in fair value was recorded in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2015. | |
In arriving at fair-value estimates, the Company utilizes the most observable inputs available for the valuation technique employed. If a fair-value measurement reflects inputs at multiple levels within the fair value hierarchy, the fair-value measurement is characterized based upon the lowest level input. For the Company, recurring fair-value measurements are performed for the derivative liability. | |
The derivative liability is recognized in the condensed consolidated balance sheet at fair value. Changes in the fair value of the derivative liability are reported in the condensed consolidated statement of operations. The Company does not have any liabilities that reduce risk associated with hedging exposure and has not designated the derivative liability as a hedge instrument. | |
The Company did not have any derivatives valued using Level 1 and Level 2 inputs as of March 31, 2015. The Company categorized the derivative liability as Level 3 with a fair value of $30,040 as of March 31, 2015 using the Black-Scholes pricing model. The Company used the following input ranges: stock price $0.0099-$0.029; expected term 3.9-4.4 years; risk-free rate 0.26%-1.63%; and volatility 107.5%-245.7%. Unobservable inputs were the prevailing interest rates, the Company’s stock volatility and the expected term. | |
There have been no transfers between Level 1, Level 2, or Level 3 categories. Level 3 as of June 30, 2014 was $0; Level 3 additions for the nine months ended March 31, 2015 were $48,975 for the initial recognition with $(18,935) valuation adjustment at March 31, 2015; Level 3 at March 31, 2015 was $30,040. | |
Note_11_Short_Term_Notes_Payab
Note 11 - Short Term Notes Payable | 9 Months Ended |
Mar. 31, 2015 | |
Notes | |
Note 11 - Short Term Notes Payable | NOTE 11 – SHORT TERM NOTES PAYABLE |
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 $1,728 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. | |
Effective May 29, 2014, the Company entered into an Agreement to finance its annual Workers Compensation insurance coverage. The insurance coverage is provided through The Hartford. The amount of the policy is $11,521.32 with $11,521.32 being financed at 2.2% over 12 months with a monthly payment of $981.11. At March 31, 2015, the remaining premium obligation due under the Agreement was $1,920.22. | |
Effective July 10, 2014, the Company entered into an Agreement to finance its annual General Liability insurance coverage. The insurance coverage is provided through Lloyds of London. The amount of the policy is $52,359.39 with $43,952.98 being financed at 11% over 10 months with a monthly payment of $4,619.93. At March 31, 2015, the remaining premium obligation due under the Agreement was $9,114.33. | |
Effective August 22, 2014, the Company entered into an Agreement to finance its annual Director’s and Officer’s insurance coverage. The insurance coverage is provided through Lloyds of London. The amount of the policy is $129,062.50 with $112,500.00 being financed at 5.35% over 9 months with a monthly payment of $12,780.30. At March 31, 2015, the remaining premium obligation due under the Agreement was $25,390.65. |
Note_3_summary_of_Significant_1
Note 3 -summary of Significant Accounting Policies: Basis of Presentation - Consolidation (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
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 US 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) | 9 Months Ended |
Mar. 31, 2015 | |
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) | 9 Months Ended |
Mar. 31, 2015 | |
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, 2015 along with continued loss from operations and negative cash flow from operations, raise substantial doubt about its ability to continue as a going concern. The accompanying unaudited condensed consolidated 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 continues to face liquidity and capital resources constraints and does not believe that the proceeds from its facility with Typenex (see Note 10) along with its operating cash flows will be sufficient to meet its financing needs for the next twelve months. The extent of the Company’s future capital requirements will depend on many factors, including the Company’s results from operations and the growth rate of the Company’s 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 increase revenues, reduce operating costs and to improve overall 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) | 9 Months Ended |
Mar. 31, 2015 | |
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, fair value of derivative liability, 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 and Cash Equivalents (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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 March 31, 2015, the Company had no cash equivalents. |
Note_3_summary_of_Significant_6
Note 3 -summary of Significant Accounting Policies: Concentration of Risk (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
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) | 9 Months Ended |
Mar. 31, 2015 | |
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, and derivative liabilities and convertible notes payable. 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. Pursuant to ASC 820, the fair value of the Company’s derivative liability is determined based on “Level 3” inputs, which consist of observable inputs. 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) | 9 Months Ended |
Mar. 31, 2015 | |
Policies | |
Revenue Recognition | Revenue Recognition |
The Company recognizes 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) | 9 Months Ended |
Mar. 31, 2015 | |
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. As of March 31, 2015, the Company has $2,000 in deferred income. |
Recovered_Sheet1
Note 3 -summary of Significant Accounting Policies: Inventories (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
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) | 9 Months Ended |
Mar. 31, 2015 | |
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. A significant portion of the Company’s 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: Accounting For Derivatives Liabilities (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
Policies | |
Accounting For Derivatives Liabilities | Accounting for Derivatives Liabilities |
The Company evaluates contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity . The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. See Note 10 for disclosure of derivatives and their valuation related to various convertible debt agreements. |
Recovered_Sheet4
Note 3 -summary of Significant Accounting Policies: Basic and Diluted Net Income Per Share (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, there were no dilutive securities. |
Recovered_Sheet5
Note 3 -summary of Significant Accounting Policies: Income Taxes (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, no provision for income taxes has been accrued as the Company has federal and state net operating loss carry forwards of $463,194 which will begin to expire in 2030 unless utilized in earlier years. |
Recovered_Sheet6
Note 3 -summary of Significant Accounting Policies: Stock Based Compensation (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
Policies | |
Stock Based Compensation | Stock Based Compensation |
Issuances of the Company’s common stock for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instrument is fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instrument granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. | |
For purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic 505, “Equity” and FASB ASC Topic 718, “Compensation — Stock Compensation,” the Company performs an analysis of current market data and historical Company data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s consolidated statements of operations and comprehensive income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements. For the three months ended March 31, 2015 and 2014, for the nine months ended March 31, 2015 and for the period From Inception (July 12, 2013) to March 31, 2014, the Company had no stock based compensation to employees. As of March 31, 2015 the Company had recorded $6,000 of prepaid stock compensation expense for 300,000 shares of common stock committed under a consulting agreement executed on March 10, 2015 for services to be rendered through January 2016. |
Recovered_Sheet7
Note 3 -summary of Significant Accounting Policies: Non-cash Equity Transactions (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
Policies | |
Non-cash Equity Transactions | Non-Cash Equity Transactions |
Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to current market price. |
Recovered_Sheet8
Note 3 -summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
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. | |
On April 7, 2015, the FASB issued ASU 2015-03 Interest – Imputations of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, to simplify presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. 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_Sheet9
Note 3 -summary of Significant Accounting Policies: Deferred Income (Details) (USD $) | Jun. 30, 2014 |
Details | |
Deferred Revenue | $307,135 |
Recovered_Sheet10
Note 3 -summary of Significant Accounting Policies: Income Taxes (Details) (USD $) | Mar. 31, 2015 |
Details | |
Operating Loss Carryforwards | $463,194 |
Recovered_Sheet11
Note 3 -summary of Significant Accounting Policies: Stock Based Compensation (Details) (USD $) | Mar. 31, 2015 |
Details | |
Prepaid Stock Compensation | $6,000 |
Prepaid Stock Compensation Shares Issued | 300,000 |
Note_4_Capital_Stock_Details
Note 4 - Capital Stock (Details) (USD $) | 0 Months Ended | 1 Months Ended | |||||
Jan. 17, 2014 | Mar. 14, 2014 | Mar. 31, 2015 | Mar. 10, 2015 | Jun. 30, 2014 | Jan. 09, 2014 | Feb. 14, 2014 | |
Common Stock, Shares Authorized | 1,010,000,000 | 1,010,000,000 | |||||
Common Stock, Shares Issued | 68,360,001 | 68,060,001 | 140,000,000 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||
Stock Issued During Period, Shares, Stock Splits | 80,988,984 | ||||||
Common Stock, Shares Outstanding | 68,360,001 | 68,060,001 | |||||
Shares Issued for Services | 300,000 | ||||||
Common Stock Shares Issued for Services | $6,000 | ||||||
Exchange Agreement | |||||||
Common Stock, Shares Outstanding | 38,000,001 | ||||||
Treasury Stock, Shares, Retired | 50,928,984 | ||||||
Convertible Debt | $185,000 |
Note_5_Officers_Loans_Payable_
Note 5 - Officers' Loans Payable (Details) (USD $) | Mar. 31, 2015 |
Details | |
Officers loans payable | $67,690 |
Note_6_Inventories_Details
Note 6 - Inventories (Details) (USD $) | Mar. 31, 2015 |
Details | |
Inventory, Finished Goods, Gross | $217,846 |
Note_7_Lease_Agreement_Details
Note 7 - Lease Agreement (Details) (USD $) | 16 Months Ended | 26 Months Ended | 24 Months Ended | 21 Months Ended | |
Dec. 31, 2014 | Aug. 30, 2015 | Mar. 31, 2017 | Apr. 30, 2015 | Apr. 02, 2015 | |
S.J. Real Estate Group, LLC | |||||
Operating Leases, Rent Expense | $2,214 | $11,070 | |||
Madera Development | |||||
Operating Leases, Rent Expense | 825 | ||||
Samantha Carrington | |||||
Operating Leases, Rent Expense | 3,190 | ||||
Long-term Purchase Commitment, Amount | 76,560 | ||||
Security Deposit | 6,380 | ||||
S.B.P.W., LLC | |||||
Operating Leases, Rent Expense | $4,070 |
Note_8_Other_Income_Details
Note 8- Other Income (Details) (USD $) | Mar. 31, 2015 |
Details | |
Other Income | $30,000 |
Note_9_Related_Parties_Details
Note 9 - Related Parties (Details) (USD $) | 9 Months Ended | ||
Mar. 31, 2015 | Jun. 30, 2014 | Oct. 02, 2013 | |
Professional Fees | $20,000 | ||
Accounts Payable, Current | 12,369 | 0 | |
Management Agreement | |||
Due to Related Parties, Current | $10,000 |
Note_10_Convertible_Notes_Paya1
Note 10 - Convertible Notes Payable (Details) (USD $) | 9 Months Ended | 0 Months Ended | 2 Months Ended | ||||||
Mar. 31, 2015 | Mar. 14, 2014 | 19-May-14 | 4-May-15 | Jun. 30, 2014 | Jan. 16, 2015 | Nov. 04, 2014 | |||
Convertible notes payable, net of debt discount | $258,402 | [1] | [1] | ||||||
Other Deferred Cost, Amortization Expense | 24,072 | ||||||||
Interest Expense, Other | 2,061 | ||||||||
Unamortized Debt | 18,411 | ||||||||
Amortization of Financing Costs and Discounts | 48,975 | ||||||||
Loans and Leases Receivable, Gross, Consumer, Installment, Other | 35,000 | ||||||||
GOTAMA CAPITAL S.A. | |||||||||
Convertible notes payable, net of debt discount | 185,000 | 175,000 | |||||||
Proceeds from Convertible Debt | 185,000 | 149,881 | |||||||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 8.00% | ||||||||
Typenex Co-Investment, LLC | |||||||||
Convertible notes payable, net of debt discount | 1,687,500 | ||||||||
Prepayment of Note Obligation | 102,028 | ||||||||
Principal Amount of Note | $100,000 | ||||||||
[1] | See Note 10 |
Note_11_Short_Term_Notes_Payab1
Note 11 - Short Term Notes Payable (Details) (USD $) | Jan. 02, 2015 |
Details | |
Other Short-term Borrowings | $200,000 |
Net Proceeds | 195,000 |
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | 5,000 |
Short-term Bank Loans and Notes Payable | $1,728 |