Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Feb. 15, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | EMS FIND, INC. | |
Entity Central Index Key | 1,520,118 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | true | |
Amendment Description | Amendement #2 | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,076,715 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Current Assets | ||
Cash | $ 86,099 | $ 45,843 |
Total Current Assets | 86,099 | 45,843 |
Other Assets | ||
Fixed assets, net | 1,259 | 1,353 |
Fixed assets held for sale, net | 27,080 | 27,080 |
Pre-paid fees | 4,583 | 0 |
Deposits | 700 | 0 |
Other Assets | 33,622 | 28,433 |
TOTAL ASSETS | 119,721 | 74,276 |
Short Term Liabilities | ||
Notes Payable | 0 | 31,222 |
Convertible notes payable, net of discounts | 230,405 | 0 |
Accounts payable | 6,829 | 20,545 |
Due to related party | 80,000 | 129,015 |
Accrued expenses | 6,925 | 0 |
Derivative liability | 238,943 | 0 |
Total Current Liabilities | 563,102 | 180,782 |
Total Liabilities | 563,102 | 180,782 |
Stockholders' Equity | ||
Series A Preferred stock, $0.001 par value,(20,000,000 shares authorized 500,000 and 1,000,000 shares issued and outstanding as of December 31, 2015 and June 30, 2015) | 500 | 1,000 |
Common stock, $0.001 par value, (100,000,000 shares authorized 29,076,715 and 28,364,535 shares issued and outstanding as of December 31, 2015 and June 30, 2015) | 29,077 | 28,485 |
Additional paid-in capital | 429,869 | (6,817) |
Retained earnings | (902,827) | (129,174) |
Total Stockholders' Equity | (443,381) | (106,506) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 119,721 | $ 74,276 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Jun. 30, 2015 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | |
Preferred stock, shares issued | 500,000 | 1,000,000 |
Preferred stock, shares outstanding | 500,000 | 1,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 29,076,715 | 28,364,535 |
Common stock, shares outstanding | 29,076,715 | 28,364,535 |
Series A Preferred Stock | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 19,500,000 | 20,000,000 |
Preferred stock, shares issued | 500,000 | 1,000,000 |
Preferred stock, shares outstanding | 500,000 | 1,000,000 |
Series B Preferred Stock | ||
Preferred stock, par value per share | $ .001 | |
Preferred stock, shares authorized | 500,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | ||||
Gross sales | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Costs and Expenses | ||||
Consulting fees | 24,082 | 0 | 52,216 | 105 |
Professional fees | 22,860 | 0 | 41,549 | 0 |
Executive compensation | 31,989 | 0 | 46,816 | 0 |
Stock-based compensation | 216,584 | 0 | 323,984 | 0 |
Research & Development | 89,273 | 0 | 105,361 | 0 |
Payroll Expense | 21,292 | 0 | 48,095 | 0 |
General & administrative | 22,760 | (33) | 42,731 | 12,388 |
Rent | 2,100 | 1,500 | 5,300 | 3,000 |
Depreciation | 47 | 0 | 94 | 0 |
Total general and administrative expenses | 430,987 | 1,467 | 666,146 | 15,493 |
Income From Operations | (430,987) | (1,467) | (666,146) | (15,493) |
Other Income & Expense | ||||
BCF expense | (12,885) | 0 | (12,885) | 0 |
OID expense | (5,020) | 0 | (5,020) | 0 |
Change in FV of embedded conversion options | (86,674) | 0 | (86,674) | 0 |
Interest expense | (2,685) | 0 | (2,928) | 0 |
Total Other Income | (107,264) | 0 | (107,507) | 0 |
Discontinued Operations | ||||
Income from discontinued operations | 0 | 5,065 | 0 | 32,035 |
Total Discontinued Operations | 0 | 5,065 | 0 | 32,035 |
Net Income (loss) | $ (538,251) | $ 3,598 | $ (773,653) | $ 16,542 |
Basic and Diluted Earnings (Loss) per share Income from continuing operations | $ (.02) | $ 0 | $ (.03) | $ 0 |
Basic and Diluted Earnings (Loss) per share Discontinued Operations | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding | 28,946,166 | 28,334,535 | 28,870,906 | 28,334,535 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (Loss) | $ (773,653) | $ 16,542 |
Adjustments to reconcile net income (loss) to net cash used in operatios: | ||
Depreciation expense | 94 | 7,022 |
Stock-based compensation | 323,984 | 0 |
BCF expense | 12,885 | 0 |
OID expense | 5,020 | 0 |
Change in FV of embedded conversion options | 86,674 | 0 |
Financing fees related to notes payable | 12,000 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 0 | 10,207 |
Prepaid expenses | (4,583) | 0 |
Deposits | (700) | 0 |
Accounts payable | (13,716) | 0 |
Due to related party | (49,015) | 0 |
Accrued expenses | 6,925 | 816 |
Net cash provided by operating activities | (395,244) | 34,587 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 55,000 | 0 |
Proceeds from related party | 180,000 | 31,989 |
Proceeds received from notes payable | 200,500 | 0 |
Distribution | 0 | (71,461) |
Net cash (used in) financing activities | 435,500 | (39,472) |
Net increase (decrease) in cash | 40,256 | (4,885) |
Cash at beginning of year | 45,843 | 5,053 |
Cash at end of year | 86,099 | 168 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
NON-CASH ACTIVITIES | ||
Shares issuance for notes | 260,480 | 0 |
Share issuance for consulting fees | 210,000 | 0 |
Derivative liability | 238,943 | 0 |
Cancellation of preferred stock | $ (500) | $ 0 |
NOTE 1 - SUMMARY OF SIGNIFICANT
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization EMS Find, Inc. (the Company, we, our, or EMS Find) was incorporated in the State of Nevada on March 22, 2011, under the name of Lightcollar, Inc. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On December 23, 2014, the Company authorized a forward split (the Forward Split) of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock will increased from five million six hundred fifty thousand (5,650,000) common shares prior to the Forward Split to twenty eight million two hundred fifty thousand (28,250,000) common shares following the Forward Split. Fractional shares were rounded upward. On March 10, 2015, the Company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Companys Series A Preferred Stock (the Designation and the Series A Preferred Stock). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock. Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the Certificate of Amendment) with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to EMS Find, Inc., and (ii) changed its symbol to EMSF. On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. (EMS Factory), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the Selling Shareholder) pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company will acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Companys restricted Common Stock, par value $0.001 per share and 500,000 shares of the Companys Series A Preferred Stock, par value $0.001. The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS Factorys technology, in the following manner: As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Companys currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS factory. Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company. For accounting purposes, the acquisition of EMS Factory by the EMS Find has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of EMS based on the factors demonstrating that EMS represents the accounting acquirer. Consequently, the historical financial information in the accompanying consolidated financial statements is that of EMS. On October 21, 2015, the Company formed Viva Entertainment Group, Inc. (Viva Entertainment, a Delaware corporation, as a wholly-owned subsidiary. The Company was formed to manage the development and marketing of its over the top (IPTV/OTT) application for connected TVs, desktop computers, tablets and smart phones. The IPTV/OTT streamlining platform is designed to be used in homes, offices or during travel, where users may pay and watch what entertainment they choose based on a subscription or on a pay per view basis. Basis of Presentation The accompanying unaudited consolidated financial statements of EMS Find, Inc. and its wholly-owned subsidiaries, EMS Factory, Inc. and Viva Entertainment, have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended December 31, 2015 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2016. All intercompany balances and transactions have been eliminated. In the opinion of the Companys management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Companys results of operations, financial position and cash flows. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Companys Form 10-K for the year ended June 30, 2015 filed on September 29, 2015 and Managements Discussion and Analysis of Financial Condition and Results of Operations. For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc., for the presentation in this filing. Nature of Business The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector. Principles of Consolidation The consolidated financial statements include the accounts of EMS Find and its wholly-owned subsidiaries, EMS Factory and Viva Entertainment. All significant inter-company balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $86,099 and $45,843 as of December 31, 2015 and June 30, 2015 respectively. Revenue Recognition Our revenue is derived from the service revenue from ambulance transportation services The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered. Property and Equipment Property and equipment consists of Ambulances and medical equipment and are stated at cost. Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Net Earnings (Loss) Per Share In accordance with ASC 260-10, Earnings Per Share, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Recent Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. |
NOTE 2 - PROPERTY AND EQUIPMENT
NOTE 2 - PROPERTY AND EQUIPMENT | 6 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
NOTE 2 - PROPERTY AND EQUIPMENT | NOTE 2 PROPERTY AND EQUIPMENT At December 31, 2015 and June 30, 2015, equipment consisted of the following: December 31, June 30, 2015 2015 Furniture and Equipment $ 1,400 $ 1,400 Less: Accumulated depreciation (141) (47) Total equipment, net $ 1,259 $ 1,353 Depreciation and amortization expense for the six months ended December 31, 2015 and June 30, 2015 was $94 and $47 respectively Assets held for Sale December 31, June 30, 2015 2015 Assets held for sale $ 47,555 $ 47,555 Less: Accumulated depreciation (20,475) (20,475) Total equipment, net $ 27,080 $ 27,080 Depreciation and amortization expense for the six months ended December 31, 2015 and June 30, 2015 was $0 and $3,512 respectively. After the merger in March 2015, the Company discontinued all of its ambulance services. The Company wrote down $8,200 as of June 30, 2015 for its assets held for sale and took a loss of $13,097 on a sale of three of its vehicles it used for its medical transportation business. |
NOTE 3 - RELATED PARTY TRANSACT
NOTE 3 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
NOTE 3 - RELATED PARTY TRANSACTIONS | NOTE 3 RELATED PARTY TRANSACTIONS The Company paid for health insurance and various expenses on Mr. Rubakhs behalf of $46,816 and $17,513 during the six months ended December 31, 2015 and the year ended June 30, 2015 respectively, which is reflected as Executive Compensation in the statement of operations. In April 2015, the Company entered a month to month lease agreement for an office space for $1,250 per month owned by a relative. The lease was terminated on August 30, 2015. For the six months ended December 31, 2015, the Company authorized the issuance of 180,000 shares of common stock, of which 90,000 remain issuable as of December 31, 2015, as part of Mr. Rubakhs compensation package. On July 22, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with 260,000 of capital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock. On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Daniel Grillo, a director of the Company for services from September 25, 2015 through March 31, 2016. The shares are amortized over the period of the agreement. As of December 31, 2015, the shares remained issuable. |
NOTE 4 - NOTES PAYABLE
NOTE 4 - NOTES PAYABLE | 6 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTE 4 - NOTES PAYABLE | NOTE 4 - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE, NET OF DISCOUNTS Notes payable and convertible notes payable, all classified as current at December 31, 2015, consist of the following: Notes and convertible notes, net of discounts December 31, 2015 June 30, 2015 Principal Original Principal, and Debt Put Issue net of Accrued Accrued Principal Discounts Premiums Discount Discounts Principal Interest Interest Green Construction $ - $ - $ - $ - $ - $ 30,400 $ 822 $ 31,222 LG Capital Funding, LLC 125,000 (36,105) 44,643 (15,164) 118,374 - - - LG Capital Funding, LLC 125,000 (80,818) 85,165 (17,316) 112,031 - - - Total $ 250,000 $ (116,923) $ 129,808 $ (32,480) $ 230,405 $ 30,400 $ 822 $ 31,222 On March 23, 2015, the Company issued a note to Green Construction for $30,400 with 10% interest per annum, as of June 30, 2015 the note has accrued interest of $822. The note becomes due on October 15, 2015. On July 30, 2015, the Company issued 26,885 to satisfy this debt. On October 22, 2015, the Company entered into a Securities Purchase Agreement (Purchase Agreement), dated as of October 22, 2015, with LG Capital Funding, LLC (LG), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the Convertible Note). Each of the Convertible Notes issuable under the Purchase Agreement provides for a 15% original issue discount (OID), such that the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance, including accrued and unpaid interest, of such Convertible Note into shares of the Companys common stock at a price ("Conversion Price") for each share of common stock equal to 80% of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Companys shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Convertible Note is payable, along with interest thereon, on October 22, 2016. As of December 31, 2015, $1,918 of interest has been accrued. The convertible note has an OID of 15%, which was recorded at $18,750 of which $3,586 was amortized as of December 31, 2015. The Company recorded a debt discount of $44,643 which, as of December 31, 2015, $8,538 has been amortized. The Company has recorded a derivative liability of $119,471 as of December 31, 2015. On December 3, 2015, the Company issued the second convertible note to LG, as discussed, for $125,000. As of December 31, 2015, $767 has been accrued. The Company has recorded an OID of 15%, which was recorded at $18,750 of which $1,434 was amortized as of December 31, 2015. The Company recorded a debt discount of $85,165 which, as of December 31, 2015, $4,347 has been amortized. The Company has recorded a derivative liability of $119,472 as of December 31, 2015. |
NOTE 5 - PREFERRED STOCK
NOTE 5 - PREFERRED STOCK | 6 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
NOTE 5 - PREFERRED STOCK | NOTE 5 PREFERRED STOCK Series A Preferred Stock On March 10, 2015, the Company, with the approval of a majority vote of its shareholders approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Companys Series A Preferred Stock (the Designation and the Series A Preferred Stock). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock and each Series A Preferred Stock share are not convertible into shares of our common stock. The Company has 20,000,000 shares of Series A Preferred Stock authorized. On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 500,000 shares of Series A Preferred Stock as part of the share exchange agreement with EMS Factory, Inc. On July 22, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with 260,000 of capital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock. Series B Preferred Stock On December 21, 2015, the Company filed a Certificate of Designation for its new Series B Convertible Preferred Stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred (500,000) Thousand shares of the Companys authorized preferred stock are designated as the Series B Convertible Preferred Stock (the Series B Preferred Stock), par value of $0.001 per share and with a stated value of $0.001 per share (the Stated Value). Holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B Preferred Stock, each issued share of Series B Preferred Stock is convertible into One (100) Hundred shares of Common Stock (Conversion Ratio). The holders of the Series B Preferred Stock shall have the right to vote together with holders of Common Stock, on an as converted basis, on any matter that the Companys shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities. If, at any time while any shares of Series B Preferred Stock remain outstanding (Outstanding Shares), the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion Ratio will be equitably adjusted to reflect such action with respect to Outstanding Shares at the record date of such split. The Company has not issued any shares of the Series B Preferred Stock and is not a party to any agreement providing for the issuance of shares of Series B Preferred Stock. |
NOTE 6 - COMMON STOCK
NOTE 6 - COMMON STOCK | 6 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
NOTE 6 - COMMON STOCK | NOTE 6 COMMON STOCK On July 22, 2015, the Company issued 48,245 shares of common stock for a consulting contract with RB Milestone, Inc. for $55,000. On July 30, 2015, the Company issued 26,885 shares of common stock for debt converted of $31,465. The balance of $115 was forgiven. On August 6, 2015, the Company issued 17,606 shares of common stock for debt converted of $19,015. On August 6, 2015, the Company issued 194,444 shares of common stock for debt converted of $210,000. For the six months ended December 31, 2015, the Company authorized the issuance of 180,000 shares of common stock, of which 90,000 remain issuable as of December 31, 2015, as part of Mr. Rubakhs compensation package. On July 22, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with 260,000 of capital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock. On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Daniel Grillo, a director of the Company for services from September 25, 2015 through March 31, 2016. The shares are amortized over the period of the agreement. As of December 31, 2015, the shares remained issuable. |
NOTE 7 - DISCONTINUED OPERATION
NOTE 7 - DISCONTINUED OPERATIONS | 6 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
NOTE 7 - DISCONTINUED OPERATIONS | NOTE 7 DISCONTINUED OPERATIONS As of the second quarter of 2015, the subsidiary EMS Factory, Inc. discontinued operations which is reflected in the consolidated statements of income and consolidated statements of cash flows. Assets classified as held for sale are reported in the consolidated balance sheet. The Company will sell the remainder if the fixed assets and currently has no cost associated to the assets. The Company reported a loss of $0 and income of $32,035 during the period ending December 31, 2015 and December 31, 2014 respectively. Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations December 31, December 31, 2015 2014 Revenues $ - $ 121,083 Cost of sales - 82,025 General and administrative - - Depreciation & Amortization - 7,022 Asset write down - - Loss on disposal of Assets - - $ - $ 32,036 |
NOTE 8 - GOING CONCERN
NOTE 8 - GOING CONCERN | 6 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 8 - GOING CONCERN | NOTE 8 GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $773,653 and used cash in operating activities of $395,244 for the six months ended December 31, 2015. The Company had working capital, stockholders deficit and accumulated deficit of $477,003, $443,381 and $902,827, respectively, at December 31, 2015. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Companys continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 SUBSEQUENT EVENTS On October 28, 2015, Viva Entertainment, a subsidiary of the Company, entered into an employment agreement with Johnny Falcones, for the period October 28, 2015 through December 31, 2018. Mr. Falcones will be compensated in 2016 with warrants to purchase 3,000,000 shares of common stock of the Company, with an exercise price of $0.74. Additionally, Mr. Falcones will receive three year warrants to purchase up to 5% of the common stock of Viva Entertainment, at an exercise price of $0.50, which are exercisable in the event that Viva Entertainment is spun out of the Company. Furthermore, Mr. Falcones shall receive 375,000 shares of common stock of the Company on a monthly basis, starting on February 1, 2016, for a period of four months, for an aggregate total of 1,500,000 shares of common stock of the Company. |
NOTE 1 - SUMMARY OF SIGNIFICA15
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization | Organization EMS Find, Inc. (the Company, we, our, or EMS Find) was incorporated in the State of Nevada on March 22, 2011, under the name of Lightcollar, Inc. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On December 23, 2014, the Company authorized a forward split (the Forward Split) of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock will increased from five million six hundred fifty thousand (5,650,000) common shares prior to the Forward Split to twenty eight million two hundred fifty thousand (28,250,000) common shares following the Forward Split. Fractional shares were rounded upward. On March 10, 2015, the Company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Companys Series A Preferred Stock (the Designation and the Series A Preferred Stock). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock. Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the Certificate of Amendment) with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to EMS Find, Inc., and (ii) changed its symbol to EMSF. On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. (EMS Factory), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the Selling Shareholder) pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company will acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Companys restricted Common Stock, par value $0.001 per share and 500,000 shares of the Companys Series A Preferred Stock, par value $0.001. The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS Factorys technology, in the following manner: As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Companys currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS factory. Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company. For accounting purposes, the acquisition of EMS Factory by the EMS Find has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of EMS based on the factors demonstrating that EMS represents the accounting acquirer. Consequently, the historical financial information in the accompanying consolidated financial statements is that of EMS. On October 21, 2015, the Company formed Viva Entertainment Group, Inc. (Viva Entertainment, a Delaware corporation, as a wholly-owned subsidiary. The Company was formed to manage the development and marketing of its over the top (IPTV/OTT) application for connected TVs, desktop computers, tablets and smart phones. The IPTV/OTT streamlining platform is designed to be used in homes, offices or during travel, where users may pay and watch what entertainment they choose based on a subscription or on a pay per view basis. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of EMS Find, Inc. and its wholly-owned subsidiaries, EMS Factory, Inc. and Viva Entertainment, have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim period ended December 31, 2015 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2016. All intercompany balances and transactions have been eliminated. In the opinion of the Companys management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Companys results of operations, financial position and cash flows. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements in the Companys Form 10-K for the year ended June 30, 2015 filed on September 29, 2015 and Managements Discussion and Analysis of Financial Condition and Results of Operations. For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc., for the presentation in this filing. |
Nature of Business | Nature of Business The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of EMS Find and its wholly-owned subsidiaries, EMS Factory and Viva Entertainment. All significant inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $86,099 and $45,843 as of December 31, 2015 and June 30, 2015 respectively. |
Revenue Recognition | Revenue Recognition Our revenue is derived from the service revenue from ambulance transportation services The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered. |
Property and Equipment | Property and Equipment Property and equipment consists of Ambulances and medical equipment and are stated at cost. Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share In accordance with ASC 260-10, Earnings Per Share, basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. |
Recent Pronouncements | Recent Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. |
NOTE 2 - PROPERTY AND EQUIPME16
NOTE 2 - PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, June 30, 2015 2015 Furniture and Equipment $ 1,400 $ 1,400 Less: Accumulated depreciation (141) (47) Total equipment, net $ 1,259 $ 1,353 |
Assets held for sale | Assets held for Sale December 31, June 30, 2015 2015 Assets held for sale $ 47,555 $ 47,555 Less: Accumulated depreciation (20,475) (20,475) Total equipment, net $ 27,080 $ 27,080 |
NOTE 4 - NOTES PAYABLE (Tables)
NOTE 4 - NOTES PAYABLE (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes and convertible notes, net of discounts | Notes and convertible notes, net of discounts December 31, 2015 June 30, 2015 Principal Original Principal, and Debt Put Issue net of Accrued Accrued Principal Discounts Premiums Discount Discounts Principal Interest Interest Green Construction $ - $ - $ - $ - $ - $ 30,400 $ 822 $ 31,222 LG Capital Funding, LLC 125,000 (36,105) 44,643 (15,164) 118,374 - - - LG Capital Funding, LLC 125,000 (80,818) 85,165 (17,316) 112,031 - - - Total $ 250,000 $ (116,923) $ 129,808 $ (32,480) $ 230,405 $ 30,400 $ 822 $ 31,222 |
NOTE 7 - DISCONTINUED OPERATI18
NOTE 7 - DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations | Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations December 31, December 31, 2015 2014 Revenues $ - $ 121,083 Cost of sales - 82,025 General and administrative - - Depreciation & Amortization - 7,022 Asset write down - - Loss on disposal of Assets - - $ - $ 32,036 |
NOTE 1 - SUMMARY OF SIGNIFICA19
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2015 | Mar. 10, 2015 | Dec. 23, 2014 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 23, 2015 | Dec. 31, 2014 | Dec. 22, 2014 | Jun. 30, 2014 |
Forward stock split | 5 | ||||||||
Common stock, shares issued | 28,250,000 | 29,076,715 | 28,364,535 | 5,650,000 | |||||
Common stock, shares outstanding | 28,250,000 | 29,076,715 | 28,364,535 | 5,650,000 | |||||
Stock issued for service, shares | 0 | ||||||||
Cash | $ 86,099 | $ 45,843 | $ 168 | $ 5,053 | |||||
Operating Loss carry-forwards | 364,578 | ||||||||
Deferred tax assets | 127,602 | ||||||||
Valuation allowance | $ (127,602) | ||||||||
Tax rate | 35.00% | ||||||||
Series A Preferred Stock | |||||||||
Preferred stock voting rights | 1,000 | ||||||||
Series A Preferred Stock issued in consideration for services on the Company's Board of Directors. | 450,000 | 50,000 | |||||||
Share Exchange Agreement With EMS Factory, Inc [Member] | |||||||||
Share exchange agreement terms | On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc., a company incorporated under the laws of the State of Pennsylvania (EMS), and the shareholder of EMS (the Selling Shareholder) pursuant to a share exchange agreement by and among the Company, EMS and the Selling Shareholder. The Company will acquire 100% of the issued and outstanding securities of EMS in exchange for the issuance of 10,000,000 shares of the Companys Restricted Common Stock, par value $0.001 per share and 500,000 shares of the Companys Series A Preferred Stock, par value $0.001. The Company will also fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS technology, in the following manner: |
NOTE 2 - PROPERTY AND EQUIPME20
NOTE 2 - PROPERTY AND EQUIPMENT - Equipment (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
DisclosurePropertyAndEquipmentDetailsAbstract | ||
Furniture and Equipment | $ 1,400 | $ 1,400 |
Total equipment, net | $ 1,259 | $ 1,353 |
NOTE 2 - PROPERTY AND EQUIPME21
NOTE 2 - PROPERTY AND EQUIPMENT - Assets Held For Sale (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
DisclosurePropertyAndEquipmentDetailsAbstract | ||
Assets held for sale | $ 47,555 | $ 47,555 |
Less: Accumulated depreciation | (20,475) | (20,475) |
Total equipment, net | $ 27,080 | $ 27,080 |
NOTE 2 - PROPERTY AND EQUIPME22
NOTE 2 - PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Jun. 30, 2015 | |
DisclosurePropertyAndEquipmentDetailsAbstract | ||
Depreciation & Amortization | $ 0 | $ 3,512 |
Value of assets wrote down upon discontinuation of operations | 8,200 | |
Loss on sale of assets upon discontinuation of operations | $ 13,097 |
NOTE 3 - RELATED PARTY TRANSA23
NOTE 3 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 25, 2015 | Aug. 06, 2015 | Jul. 30, 2015 | Jul. 22, 2015 | |
Related Party Transaction [Line Items] | ||||||||||
Executive compensation | $ 31,989 | $ 0 | $ 46,816 | $ 0 | ||||||
Monthly office lease amount | 1,250 | |||||||||
Series A preferred stock surrendered by affiliate | 500,000 | |||||||||
Affiliate loan amount | $ 260,000 | |||||||||
Affiliate loan amount converted to stock | 229,015 | |||||||||
Debt converted to common stock, value | $ 210,000 | $ 210,000 | $ 229,015 | $ 31,465 | ||||||
Debt forgiven | $ 115 | |||||||||
Debt converted to common stock, shares issued | 194,444 | 194,444 | 212,050 | 26,885 | ||||||
Common shares issuable to affiliate for compensation package | 125,000 | |||||||||
Common shares issued to affiliate | 0 | |||||||||
Mr.Rubakh's [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Executive compensation | $ 4,283 | $ 17,513 | ||||||||
Common shares to be issued to affiliate for compensation package | 90,000 | |||||||||
Common shares issuable to affiliate for compensation package | 90,000 |
NOTE 4 - NOTES PAYABLE (Details
NOTE 4 - NOTES PAYABLE (Details Narrative) - USD ($) | Oct. 28, 2015 | Oct. 22, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 03, 2015 | Aug. 06, 2015 | Jul. 30, 2015 | Jun. 30, 2015 | Mar. 23, 2015 |
Short-term Debt [Line Items] | |||||||||
Accured interest payable on note | $ 822 | ||||||||
Due date of note payable | Oct. 15, 2015 | ||||||||
Amount of funding received | $ 260,000 | ||||||||
Committed funding | 300,000 | ||||||||
Debt converted to common stock, value | $ 210,000 | $ 229,015 | $ 31,465 | ||||||
Debt converted to common stock, shares issued | 194,444 | 212,050 | 26,885 | ||||||
Convertible note issued to LG Capital | $ 125,000 | $ 125,000 | |||||||
Interest on LG Capital convertible note | 8.00% | ||||||||
Convertible rate percent related to market share price | 80.00% | ||||||||
Related party note maturity date | Oct. 22, 2016 | ||||||||
Original Issue Discount percent | 15.00% | 15.00% | |||||||
Purchase price for each Convertible Note | $ 106,250 | ||||||||
Closing cost entitled for LG Capital | $ 6,000 | ||||||||
Warrants issued in connection with related party note payable | 3,000,000 | 3,000,000 | |||||||
Related party warrant exercise price per share | $ 0.74 | $ 0.74 | |||||||
Warrants to Falcones to purchase percent of Viva, percent | 5.00% | ||||||||
Warrants to Rubakh to purchase percent of Viva, percent | 5.00% | ||||||||
Warrants to purchase percent of Viva, exercise price per share | $ 0.50 | ||||||||
Warrants to purchase percent of Viva, duration | 3 years | ||||||||
Related party warrant term | 5 years | ||||||||
Shares issued to Falcones for services | 1,500,000 | ||||||||
Series A Preferred Stock | |||||||||
Short-term Debt [Line Items] | |||||||||
Note payable issued, amount | $ 30,400 | ||||||||
Interest rate on issued note payable | 10.00% | ||||||||
LGC #1 | |||||||||
Short-term Debt [Line Items] | |||||||||
Accured interest payable on note | $ 1,918 | ||||||||
LGC #2 | |||||||||
Short-term Debt [Line Items] | |||||||||
Accured interest payable on note | $ 767 |
NOTE 5 - PREFERRED STOCK (Detai
NOTE 5 - PREFERRED STOCK (Details Narrative) | Mar. 31, 2015$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 21, 2015$ / sharesshares | Jun. 30, 2015$ / sharesshares | Mar. 23, 2015$ / sharesshares |
Preferred stock, shares authorized | 20,000,000 | ||||
Common stock votes per preferred share | 1,000 | ||||
Preferred stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | |||
Series A Preferred Stock | |||||
Preferred stock, shares authorized | 20,000,000 | 19,500,000 | 20,000,000 | 20,000,000 | |
Preferred shares issued for services | 450,000 | 50,000 | |||
Preferred stock, par value per share | $ / shares | $ .001 | $ 0.001 | $ 0.001 | $ .001 | |
Series B Preferred Stock | |||||
Preferred stock, shares authorized | 500,000 | 500,000 | |||
Common stock votes per preferred share | 100 | ||||
Preferred stock, par value per share | $ / shares | $ .001 | $ .001 | |||
Share Exchange Agreement With EMS Factory, Inc [Member] | Series A Preferred Stock | |||||
Preferrred stock issued for share exchage agreement, shares | 500,000 |
NOTE 6 - COMMON STOCK (Details
NOTE 6 - COMMON STOCK (Details Narrative) - USD ($) | Mar. 31, 2015 | Mar. 09, 2015 | Dec. 31, 2015 | Aug. 06, 2015 | Jul. 30, 2015 | Jul. 22, 2015 | Jun. 30, 2015 | Mar. 30, 2015 | Dec. 23, 2014 | Dec. 22, 2014 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, shares issued | 29,076,715 | 28,364,535 | 28,250,000 | 5,650,000 | ||||||
Common stock, shares outstanding | 29,076,715 | 28,364,535 | 28,250,000 | 5,650,000 | ||||||
Stock issued for consulting agreement, shares | 48,245 | 30,000 | ||||||||
Stock issued for consulting agreement, value | $ 55,000 | $ 63,600 | ||||||||
Debt converted to common stock, value | $ 210,000 | $ 229,015 | $ 31,465 | |||||||
Debt forgiven | $ 115 | |||||||||
Debt converted to common stock, shares issued | 194,444 | 212,050 | 26,885 | |||||||
Common Stock | ||||||||||
Common stock, shares issued | 28,250,000 | |||||||||
Common stock, shares outstanding | 28,250,000 | |||||||||
Stock issued for debt conversion, shares | 84,535 | |||||||||
Stock issued for debt conversion, value | $ 84,535 | |||||||||
Share Exchange Agreement With EMS Factory, Inc [Member] | Common Stock | ||||||||||
Stock issued for share exchage agreement, shares | 10,000,000 | |||||||||
Cancellation of shares by former management of EMS Factory Inc | 10,000,000 |
NOTE 7 - DISCONTINUED OPERATI27
NOTE 7 - DISCONTINUED OPERATIONS - Reconciliation of Discontinued Operations (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenues | $ 0 | $ 121,083 | |
Cost of sales | 0 | 82,025 | |
General and administrative | 0 | 0 | |
Depreciation & Amortization | 0 | 7,022 | |
Asset write down | $ 13,097 | ||
Loss on disposal of Assets | 0 | 0 | |
Profit and (Loss) from discontinued operations | $ 0 | $ 32,036 |
NOTE 7 - DISCONTINUED OPERATI28
NOTE 7 - DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Total Loss from Discontinued Operations | $ 0 | $ 5,065 | $ 0 | $ 32,035 |
NOTE 8 - GOING CONCERN (Details
NOTE 8 - GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Sustained losses | $ (364,578) | ||
Net cash provided by operating activities | (395,244) | $ 34,587 | |
Working Capital | 477,033 | ||
Retained earnings | (902,827) | $ (129,174) | |
Total Stockholders' Equity | $ (443,381) | $ (106,506) |
NOTE 9 - SUBSEQUENT EVENTS (Det
NOTE 9 - SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Oct. 28, 2015 | Oct. 22, 2015 | Dec. 31, 2016 |
DisclosureSubsequentEventsNarrativeDetailsAbstract | |||
Warrants issued in connection with related party note payable | 3,000,000 | 3,000,000 | |
Related party warrant exercise price per share | $ 0.74 | $ 0.74 | |
Warrants to Falcones to purchase percent of Viva, percent | 5.00% | ||
Warrants to purchase percent of Viva, exercise price per share | $ 0.50 | ||
Warrants to purchase percent of Viva, duration | 3 years | ||
Related party warrant term | 5 years | ||
Shares issued to Falcones for services | 1,500,000 |