Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Apr. 14, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'NOHO, Inc. | ' |
Entity Central Index Key | '0001535469 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
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 Public Float | ' | $12,945,362 |
Entity Common Stock, Shares Outstanding | ' | 16,977,091 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $18,804 | $83,907 |
Accounts receivable | 50,392 | 50,920 |
Prepaid expenses | 116,406 | 50,000 |
Inventory | 73,479 | 158,611 |
Total current assets | 259,081 | 343,438 |
Fixed assets, net of accumulated depreciation of $6,267 and $2,617, respectively | 9,389 | 10,469 |
Intangible assets, net of accumulated amortization of $43,911 and $28,174, respectively | 132,498 | 148,235 |
Total assets | 400,968 | 502,142 |
Current liabilities | ' | ' |
Accounts payable | 305,296 | 203,804 |
Accounts payable - related party | ' | 5,667 |
Accrued payroll - related party | 727,282 | 445,952 |
Deferred revenue | ' | 75,000 |
Notes payable | 125,000 | 118,750 |
Notes payable- related party | 311,625 | ' |
Line of credit- related party | 205,500 | 265,000 |
Accrued interest payable | 15,123 | 123 |
Accrued interest payable- related party | 132,310 | 48,181 |
Total current liabilities | 1,822,136 | 1,162,477 |
Total liabilities | 1,822,136 | 1,162,477 |
Stockholders' (deficit) | ' | ' |
Common stock; $0.001 par value; 760,000,000 shares authorized; 16,552,425 and 12,679,925 issued and outstanding as of December 31, 2013 and 2012, respectively | 16,552 | 12,680 |
Subscriptions receivable | 731,135 | ' |
Additional paid in capital | 3,633,450 | 2,380,565 |
Accumulated (deficit) | -5,802,305 | -3,053,580 |
Total stockholders' (deficit) | -1,421,170 | -652,117 |
Total liabilities and stockholders' (deficit) | $400,968 | $510,360 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Accumulated depreciation of fixed assets | $6,267 | $2,617 |
Accumulated amortization of intangible assets | $43,911 | $28,174 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 760,000,000 | 760,000,000 |
Common stock, issued | 16,552,425 | 12,679,925 |
Common stock, outstanding | 16,552,425 | 12,679,925 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenue, net | $545,874 | $1,267,028 |
Cost of goods sold | 531,131 | 706,513 |
Gross profit | 14,743 | 560,515 |
Operating expenses: | ' | ' |
Executive compensation | 375,800 | 375,800 |
Stock-based compensation | 334,374 | 755,190 |
Stock-based compensation - professional | ' | 133,116 |
Contract labor | 702,125 | 480,477 |
Amortization and depreciation | 19,386 | 17,505 |
General and administrative | 1,142,245 | 633,346 |
Total operating expenses | 2,573,930 | 2,395,434 |
Loss from continuing operations | -2,559,187 | -1,834,919 |
Other income (expense): | ' | ' |
Interest expense, net | ' | -122 |
Interest expense- related party | -189,538 | -72,160 |
Total other income (expense) | -189,538 | -72,282 |
Net loss | ($2,748,725) | ($1,907,201) |
Net loss per share- basic and fully diluted | ($0.18) | ($0.17) |
Weighted average number of shares outstanding - basic and fully diluted | 15,321,834 | 11,420,987 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholder’s Deficit (USD $) | Common Shares | Additional Paid-In Capital | Subscription Receivable | Accumulated (Deficit) | Total |
Beginning balance, Amount at Dec. 31, 2011 | $11,367 | $717,518 | ' | ($1,146,381) | ($417,496) |
Beginning balance, Shares at Dec. 31, 2011 | 11,367,425 | ' | ' | ' | ' |
Common stock issued for debt conversion, Shares | 1,312,500 | ' | ' | ' | ' |
Common stock issued for debt conversion, Amount | 1,313 | 654,937 | ' | ' | 656,250 |
Contributed capital - related party | ' | 120,500 | ' | ' | 120,500 |
Net loss | ' | ' | ' | -1,907,201 | -1,907,201 |
Ending balance, Amount at Dec. 31, 2012 | 12,680 | 1,492,955 | ' | -3,053,582 | -652,117 |
Ending balance, Shares at Dec. 31, 2012 | 12,679,925 | ' | ' | ' | ' |
Common stock issued for debt conversion, Shares | 55,000 | ' | ' | ' | ' |
Common stock issued for debt conversion, Amount | 55 | 109,945 | ' | ' | 110,000 |
Common stock issued for services, Shares | 253,337 | ' | ' | ' | ' |
Common stock issued for services, Amount | 238 | 346,630 | 131,135 | ' | ' |
Common stock issued for cash, Shares | 477,486 | ' | ' | ' | ' |
Common stock issued for cash, Amount | 477 | 850,523 | 426,000 | ' | ' |
Common stock issued in connection with merger, Shares | 3,101,677 | ' | ' | ' | ' |
Common stock issued in connection with merger, Amount | 3,102 | 832,522 | 174,000 | ' | 1,009,624 |
Beneficial conversion feature | ' | 875 | ' | ' | 875 |
Net loss | ' | ' | ' | -2,748,725 | -2,748,725 |
Ending balance, Amount at Dec. 31, 2013 | $16,552 | $3,633,450 | $731,135 | ($5,802,307) | ($1,421,170) |
Ending balance, Shares at Dec. 31, 2013 | 16,567,425 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($2,748,725) | ($1,907,201) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ' | ' |
Shares issued for stock- based compensation | 489,003 | 888,306 |
Depreciation and amortization | 19,386 | 17,505 |
Amortization of debt discount | 22,750 | ' |
Changes in operating assets and liablilities: | ' | ' |
Decrease (increase) in accounts receivable | 528 | 27,720 |
(Increase) in prepaid expenses | 101,970 | -45,098 |
(Increase) in inventory | 85,132 | -88,848 |
Increase in accounts payable | 68,463 | 85,992 |
Increase in accounts payable - related party | ' | 5,667 |
Increase in accrued payroll | 281,330 | 245,712 |
(Decrease) increase in deferred revenue | -75,000 | -107,991 |
Increase in accrued interest payable | 15,000 | 123 |
Increase in accrued interest payable- related party | 84,129 | 32,994 |
Net cash used by operating activities | -1,656,033 | -845,120 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | -2,570 | -7,760 |
Purchase of intangible assets | ' | ' |
Net cash used by investing activities | -2,570 | -7,760 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from notes payabe | ' | 100,000 |
Proceeds from notes payabe- related party | 357,000 | 710,000 |
Payments on notes payable- related party | -40,500 | -20,000 |
Proceeds from sale of common stock | 1,277,000 | 150,000 |
Proceeds from capital contributions, net - related party | ' | -29,501 |
Net cash provided by financing activities | 1,593,500 | 910,499 |
Net change in cash | -65,103 | 57,619 |
Cash - beginning | 83,907 | 26,288 |
Cash - ending | 18,804 | 83,907 |
SUPPLEMENTAL INFORMATION: | ' | ' |
Interest paid | ' | ' |
Income taxes paid | ' | ' |
SUPPLEMENTAL NON-CASH DISCLOSURES: | ' | ' |
Shares issued for debt conversion | 100,000 | 500,000 |
Shares issued in connection with convertible debenture | 11,000 | 6,250 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Organization | |||||
The Company was incorporated on December 3, 2010 (Date of Inception) under the laws of the State of California, as Dolce Bevuto, LLC. On February 8, 2013, the Company was domiciled from a California limited liability company to a Nevada corporation. As a result of conversion from a limited liability company to a corporation, the financial statements of the Company have been prepared retroactively as if the Company was a corporation as December 3, 2010. | |||||
On April 1, 2013, we acquired 100% of the issued and outstanding common stock of Dolce Bevuto, Inc. Under the share exchange agreement, Noho, Inc. issued 12,713,763 shares of its common stock to various individuals and entities in exchange for 100% of Dolce Bevuto, Inc. Additionally, under the share exchange agreement, the former officers and directors of Noho, Inc. agreed to cancel 19,760,000 shares of common stock. For accounting purposes, the acquisition of the Dolce Bevuto, Inc. by Noho, Inc. has been accounted for as a recapitalization, similar to a reverse acquisition except no goodwill is recorded, whereby the private company, Dolce Bevuto, Inc., in substance acquired a non-operational public company (Noho, Inc.) with nominal assets and liabilities for the purpose of becoming a public company. Accordingly, Dolce Bevuto, Inc. is considered the acquirer for accounting purposes and thus, the historical financials are primarily that of Dolce Bevuto, Inc. As a result of this transaction, Noho, Inc. changed its business direction and is now a beverage business. Dolce Bevuto, Inc. was incorporated on December 3, 2010 (Date of Inception) and accordingly, the accompanying financial statements are from the Date of Inception of Dolce Bevuto, Inc. through ending reporting periods reflected. | |||||
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. | |||||
Nature of operations | |||||
Currently, the Company is focused on the production and sale of NOHO, a beverage for hangover defense. The Company purchases raw materials and outsources the manufacturing to a third party. | |||||
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. Actual results could differ significantly from those estimates. | |||||
Fair value of financial instruments | |||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 and December 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, accounts payable, accrued expense, and notes payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |||||
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. | |||||
Fair value of financial instruments (continued) | |||||
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. | |||||
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. | |||||
As of December 31, 2013: | |||||
Fair Value Measurements | |||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||
Assets | |||||
Intangible assets | $ - | $ 132,498 | $ - | $ 132,498 | |
Liabilities | |||||
Deferred revenue | - | - | - | - | |
Notes payable | - | 125,000 | - | 125,000 | |
Notes payable – related party | - | 311,625 | - | 311,625 | |
Line of credit – related party | - | 205,500 | - | 205,500 | |
As of December 31, 2012: | |||||
Fair Value Measurements | |||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||
Assets | |||||
Intangible assets | $ - | $ 148,235 | $ - | $ 148,235 | |
Liabilities | |||||
Deferred revenue | - | 75,000 | - | 75,000 | |
Notes payable | - | 118,750 | - | 118,750 | |
Line of credit – related party | - | 265,000 | - | 265,000 | |
Cash and cash equivalents | |||||
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 carrying value of these investments approximates fair value. As of December 31, 2013 and 2012, there are no cash equivalents. | |||||
Accounts receivable | |||||
The Company uses the allowance method to account for uncollectible accounts receivable. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. Accounts receivable are presented net of an allowance for doubtful accounts of $0 and $0 at December 31, 2013 and 2012, respectively. | |||||
Inventory | |||||
Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). | |||||
Fixed assets | |||||
The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and construction department. Depreciation periods are as follows: | |||||
Computer equipment 3 years | |||||
Furniture and fixtures 7 years | |||||
Intangible assets | |||||
ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. As of December 31, 2013 and 2012, the Company recorded $0 and $0 of impairment of its intangible assets. | |||||
The Company's intangible assets consist of the costs of filing and acquiring various patents and trademarks. The trademarks are recorded at cost. The Company determined that the trademarks have an estimated useful life of approximately 11 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. The Company commenced amortization during March 2011. | |||||
Stock-based compensation | |||||
The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |||||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | |||||
Revenue recognition | |||||
The Company recognizes revenues from sale of products when the items have shipped and title has transferred to the purchaser. | |||||
As of December 31, 2013, the Company had deferred revenue of $0. The Company received deposits of $75,000 during 2012 on orders for products and shipped the products out during the year ended December 31, 2013 and the revenue was earned during the year ended December 31, 2013. | |||||
Advertising costs | |||||
Advertising costs are anticipated to be expensed as incurred. Advertising costs included in general and administrative expenses totaled $309,986 and $323,331 for the years ended December 31, 2013 and 2012, respectively. | |||||
Income taxes | |||||
The Company is treated as a partnership for federal income tax purposes and does not incur income taxes for the period from inception (December 3, 2010) to February 8, 2013, when the Company was domiciled from a California limited liability company to a Nevada corporation. During the period from inception (December 3, 2010) to February 8, 2013, its earnings and losses are allocated to and reported on the individual returns of the shareholder’s tax returns. Accordingly, no provision for income tax is included in the financial statements as of December 31, 2012. The Company has no income tax provision for the period from February 8, 2013 to December 31, 2013 due to recurring net losses. | |||||
Loss per common share | |||||
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of the statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. | |||||
Recent pronouncements | |||||
The Company has evaluated the recent accounting pronouncements through April 2014 and believes that none of them will have a material effect on the Company’s financial statements. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
NOTE 2 – GOING CONCERN | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses from inception (December 3, 2010) through the period ended December 31, 2013 of $5,802,305. | |
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
INVENTORY
INVENTORY | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Inventory Disclosure [Abstract] | ' | ||||
INVENTORY | ' | ||||
NOTE 3 – INVENTORY | |||||
Inventories consist of the following at December 31, 2013 and 2012: | |||||
2013 | 2012 | ||||
Raw materials | $ 43,851 | $ 84,193 | |||
Finished goods | 29,628 | 74,418 | |||
$ 73,479 | $ 158,611 |
FIXED_ASSETS
FIXED ASSETS | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property, Plant and Equipment [Abstract] | ' | ||||
FIXED ASSETS | ' | ||||
NOTE 4 – FIXED ASSETS | |||||
Fixed assets consisted of the following at December 31, 2013 and 2012: | |||||
2013 | 2012 | ||||
Computer equipment | $ 9,270 | $ 7,807 | |||
Furniture and fixtures | 6,386 | 5,279 | |||
Fixed assets, total | 15,656 | 13,086 | |||
Less: accumulated depreciation | -6,267 | -2,617 | |||
Fixed assets, net | $ 9,389 | $ 10,469 | |||
Depreciation expense for the years ended December 31, 2013 and 2012 was $3,650 and $1,768, respectively. | |||||
Repairs and maintenance expense for the years ended December 31, 2013 and 2012 was $5,526 and $3,448, respectively. |
ASSET_PURCHASE_AGREEMENT
ASSET PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2013 | |
Business Combinations [Abstract] | ' |
ASSET PURCHASE AGREEMENT | ' |
NOTE 5 – ASSET PURCHASE AGREEMENT | |
In March 2011, the Company purchased assets from Dajomi Brands, LLC. The assets acquired included vehicles, inventory and intangible assets. The Company made a deposit of $29,800 on the asset purchase agreement in 2010. During the year ended December 31, 2011, the Company issued a total of 10,939,698 shares of common stock valued at $109,397 and cash totaling $37,211 to settle the purchase of the asset. | |
Amortization expense for the years ended December 31, 2013 and 2012 was $11,803 and $11,803, respectively. As of December 31, 2013 and 2012, the Company had $0 and $0, respectively, in impairment of the asset. |
LINE_OF_CREDIT_RELATED_PARTY
LINE OF CREDIT b RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
LINE OF CREDIT - RELATED PARTY | ' |
NOTE 6 – LINE OF CREDIT – RELATED PARTY | |
On November 15, 2011, the Company executed a revolving credit line with a related party for up to $150,000. The related party was an entity that is owned and controlled by an officer of the Company. The unsecured line of credit bears interest at 30% per annum with principal due on December 31, 2012 and monthly interest only payments. | |
On November 15, 2012, the lender agreed to increase the credit line up to $200,000 from $150,000, original line of credit executed on November 15, 2011, extend the maturity date to March 31, 2013 and to decrease the interest rate to 15% per annum. | |
On April 1, 2013, the lender agreed to increase the credit line up to $300,000 from $200,000 and extend the maturity date to December 31, 2013. | |
On March 31, 2014, the lender agreed to extend the maturity date to March 31, 2015. | |
As of December 31, 2013, the Company has received a total of $205,500 from the revolving credit line and incurred a total of $30,891 interest expense for the year ended December 31, 2013, of which the Company paid $24,090. | |
As of December 31, 2013, the Company has received a total of $265,000 from related party and incurred a total of $41,303 interest expense for the year ended December 31, 2012, of which the Company paid $39,166. As of December 31, 2013, the accrued interest was $3,336. |
NOTE_PAYABLE_RELATED_PARTY
NOTE PAYABLE b RELATED PARTY | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Payables and Accruals [Abstract] | ' | ||||
NOTE PAYABLE - RELATED PARTY | ' | ||||
NOTE 7 – NOTE PAYABLE – RELATED PARTY | |||||
Notes payable consisted of the following as of | |||||
31-Dec-13 | 31-Dec-12 | ||||
Debenture to an entity, unsecured, 0% interest, default interest at 18%, due December 2013 | $ - | $100,000 | |||
Debenture to an individual, unsecured, 12% interest, default interest at 24%, due April 2013 | 125,000 | - | |||
Debenture to an individual, unsecured, 12% interest, default interest at 24% due July 2013 | 75,000 | - | |||
Debenture to an individual, unsecured, 24% interest, default interest at 24% due October 2013 | 110,000 | - | |||
Debenture to an individual, unsecured, 12% interest, default interest at 24% due September 2013 | 100,000 | - | |||
Debenture to an individual, unsecured, 0% interest, default interest at 0% due on demand | 4,500 | - | |||
Convertible debenture to an entity, unsecured, 0% interest, convertible at $2 per share, due May 2014 | 17,500 | ||||
Convertible debenture to an individual, unsecured, 0% interest, interest due in 5,000 shares of common stock valued at $10,000, default interest at 0% due October 2013 | 13,000 | - | |||
Debt discount | -8,375 | - | |||
Total Note Payable – related party, net of discount | $ 436,625 | $ 100,000 | |||
CONVERTIBLE_NOTE_PAYABLE_RELAT
CONVERTIBLE NOTE PAYABLE b RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
CONVERTIBLE NOTE PAYABLE - RELATED PARTY | ' |
NOTE 8 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY | |
During the quarter ended June 30, 2013, the Company issued convertible note payable of $26,500 to a related party. Interest on this note is 5,000 common stocks of the Company payable with principle. The Company fair valued these common stocks at $10,000 and discounted the convertible note payable by this amount. The convertible note is also convertible at $2.00 per common stock, the Company fair valued these shares at $2.00 per common stock resulting in $0 beneficial conversion feature. | |
During the quarter ended December 31, 2013, the Company issued convertible note payable of $17,500 to a related party. Interest on this note is 0% and is due in May 2014. The convertible note is also convertible at $2.00 per common stock, the Company fair valued these shares at $2.10 per common stock resulting in $875 beneficial conversion feature. |
STOCKHOLDERS_EQUITY
STOCKHOLDERSb EQUITY | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 9 – STOCKHOLDERS’ (DEFICIT) | |
The Company is authorized to issue up to 760,000,000 shares of $0.001 par value, common stock as a result of the Company’s 15.2 to 1 forward split effective as of January 16, 2013. All equity has been retroactively restated for the effects of the forward split. | |
On January 1, 2013, the Company issued a total of 33,387 shares of common stock for compensation valued at $16,519. The shares were valued using the fair value of the common stock. | |
On May 23, 2013, the Company agreed to issue 5,000 shares of common stock to a lender as interest on the short term notes payable. | |
Office space and services are provided without charge by a shareholder of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. | |
During the six months ended June 30, 2013, the Company received a total of $199,000 for 99,500 shares of common stock for cash. Additionally, the Company received $50,000 for 25,000 shares. The shares were issued during August 2013 and reduced the amount recorded in common stock payable. | |
During the three months ended September 30, 2013, the Company received a total of $585,000 for 320,986 shares of common stock for cash. | |
During the three months ended September 30, 2013, the Company issued a total of 90,000 shares of common stock for services totaling $148,250. Additionally, the Company agreed to issue 71,500 shares of common stock for services totaling $131,335. The 71,500 shares have not been issued and are recorded in common stock payable. | |
During the three months ended September 30, 2013, the Company issued 50,000 shares of common stock in exchange for debt totaling $100,000. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | ||
Dec. 31, 2013 | |||
Related Party Transactions [Abstract] | ' | ||
RELATED PARTY TRANSACTIONS | ' | ||
NOTE 10 – RELATED PARTY TRANSACTIONS | |||
Office space and services are provided without charge by a shareholder of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. | |||
Employment agreement with John Grdina | |||
On December 20, 2010, the Company executed a five year employment agreement with John Grdina, Chief Executive Officer, and effective January 1, 2011 through December 31, 2015. The annual base salary is as follows: | |||
Years Ended December 31, | Annual Base Salary | ||
2011 | $ 250,000 | ||
2012 | 300,000 | ||
2013 | 350,000 | ||
2014 | 450,000 | ||
2015 | 550,000 | ||
Total | $ 1,900,000 | ||
In addition, Mr. Grdina has an automobile allowance of $18,000 per year, a fuel allowance of $3,600 per year and a health insurance allowance of $4,200 per year. | |||
Mr. Grdina can elect to extend his employment agreement for additional one year terms with an annual increase in base salary of 20% per year. | |||
The employment agreement also has bonuses based on performance of the Company and the amounts are as follows: | |||
Gross Sales Per Year | Bonus Amount | ||
$1.0M - $2.5M | $ 50,000 | ||
$2.5M - $5.0M | 200,000 | ||
$5.0M - $7.5M | 350,000 | ||
$7.5M - $10.0M | 500,000 | ||
$10.0M - $15.0M | 700,000 | ||
$15.0M - $25.0M | 900,000 | ||
More than $25.0M | 4% of Gross Sales | ||
The bonus payments are due no later than 75 days after the end of the Company’s fiscal year. | |||
In the event, the Company does not make timely payments of salary; the interest on the unpaid amount will be 1% per month. | |||
During the years ended December 31, 2013, the Company recorded executive compensation totaling $375,800 and interest expense totaling $59,393. As of December 31, 2013, the Company had accrued interest payable of $104,361. | |||
During the year ended December 31, 2012, the Company recorded executive compensation totaling $375,800 and interest expense totaling $30,980. As of December 31, 2012, the Company has accrued payroll to Mr. Grdina of $445,952 and accrued interest payable of $44,968. | |||
Consulting agreement with Sean Stephenson | |||
On June 1, 2011, the Company executed a consulting agreement with Sean Stephenson, Chief Operation Officer, and effective June 1, 2011 through December 31, 2015. The annual base salary is $100,000 with a bonus program that is yet to be determined. Additionally, Mr. Stephenson received 3,214,366 shares of common stock, valued at $32,144. In the event, the consulting agreement is terminated during the term of the agreement; Mr. Stephenson will forfeit 50% of the shares and return them to the Company. | |||
On January 1, 2012, the Company issued 5,911,634 shares of common stock as a bonus to Mr. Stephenson as part of his employment agreement. The fair value of the shares was $59,116. | |||
Consulting agreement with Steve Staehr | |||
On September 24, 2013, the Company executed a three month consulting agreement for 30,000 shares of common stock. As of December 31, 2013, the shares had not been issued and are recorded in common stock payable. On January 1, 2014, the parties agreed to a subsequent term of three months and an additional issuance of 30,000 shares of common stock. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||
Dec. 31, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
COMMITMENTS AND CONTINGENCIES | ' | ||
NOTE 11 – COMMITMENTS AND CONTINGENCIES | |||
On May 2, 2012, the Company executed a lease agreement for a period of 39 months with a monthly base rent of $750 plus estimated common area maintenance and HVAC charges of $1,230. The Company was required to pay a security deposit of $2,186. | |||
The future minimum lease payments are as follows: | |||
Years Ended December 31, | |||
2012 | $ 15,840 | ||
2013 | 23,760 | ||
2014 | 23,760 | ||
2015 | 13,860 | ||
Total | $ 77,220 | ||
On April 17, 2013, the United States District Court for the Eastern District of North Carolina entered an Order Entering Default Judgment against Dolce Bevuto, LLC, a wholly owned subsidiary of the Company (“DB”), in favor of The Pantry, Inc. (the “Plaintiff”) in the matter of The Pantry, Inc. v. Dolce Bevuto, LLC, Civil Action No, 5:12-CV-00764. Plaintiff alleged that DB owed Plaintiff a total of $92,325 for accounts to be paid under a funding agreement entered into by and between DB and the Plaintiff. The Company intends to pursue all available remedies, at law and in equity, to appropriately respond to the Court’s order. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Subsequent Events [Abstract] | ' | |||
SUBSEQUENT EVENTS | ' | |||
NOTE 12 – SUBSEQUENT EVENTS | ||||
On January 1, 2014, the Company executed a three month consulting agreement for 30,000 shares of common stock with an officer of the Company. | ||||
On January 1, 2014, the Company executed a five year employment agreement with John Grdina, Chief Executive Officer, and effective January 1, 2014 through December 31, 2018. The annual base salary is as follows: | ||||
Years Ended December 31, | Annual Base Salary | Annual Equity Compensation | ||
2014 | $ 240,000 | 450,000 shares | ||
2015 | 300,000 | 500,000 shares | ||
2016 | 375,000 | 575,000 shares | ||
2017 | 450,000 | 700,000 shares | ||
2018 | 550,000 | 850,000 shares | ||
2018 and thereafter | 20% more than base salary in the prior year | 1,200,000 shares | ||
In addition, Mr. Grdina has an automobile allowance of $18,000 per year, a fuel allowance of $3,600 per year and a health insurance allowance of $4,200 per year. | ||||
Mr. Grdina can elect to extend his employment agreement for additional one year terms with an annual increase in base salary of 20% per year. | ||||
The employment agreement also has bonuses based on performance of the Company and the amounts are as follows: | ||||
Gross Sales Per Year | Bonus Amount | |||
$1.0M - $2.0M | $ 50,000 | |||
$2.0M - $4.0M | 200,000 | |||
$4.0M - $6.0M | 250,000 | |||
$6.0M - $10.0M | 500,000 | |||
More than $20.0M | 5% of Gross Sales | |||
On January 1, 2014, the Company executed a five year employment agreement with Sean Stephenson, President, and effective January 1, 2014 through December 31, 2018. The annual base salary is as follows: | ||||
Years Ended December 31, | Annual Base Salary | Annual Equity Compensation | ||
2014 | $ 135,000 | 250,000 shares | ||
2015 | 150,000 | 275,000 shares | ||
2016 | 185,000 | 325,000 shares | ||
2017 | 225,000 | 450,000 shares | ||
2018 | 270,000 | 550,000 shares | ||
2018 and thereafter | 10% more than base salary in the prior year | |||
On January 13, 2014, the Company agreed to issue 6,000 shares of common stock related to an independent contractor agreement. | ||||
On February 6, 2014, the Company settled accounts payable of $7,500 in exchange for 2,500 shares of common stock and cash of $5,000. | ||||
On February 28, 2014, the Company executed a one year consulting agreement for 25,000 shares of common stock. | ||||
On March 4, 2014, the Company executed an unsecured promissory note for $150,000. The loan is due in May 2014 and bears interest at 8% per annum. Additionally, the Company granted 52,500 warrants with an exercise price of $1 which are exercisable for a period of 5 years. |
Recovered_Sheet1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Organization | ' | ||||
Organization | |||||
The Company was incorporated on December 3, 2010 (Date of Inception) under the laws of the State of California, as Dolce Bevuto, LLC. On February 8, 2013, the Company was domiciled from a California limited liability company to a Nevada corporation. As a result of conversion from a limited liability company to a corporation, the financial statements of the Company have been prepared retroactively as if the Company was a corporation as December 3, 2010. | |||||
On April 1, 2013, we acquired 100% of the issued and outstanding common stock of Dolce Bevuto, Inc. Under the share exchange agreement, Noho, Inc. issued 12,713,763 shares of its common stock to various individuals and entities in exchange for 100% of Dolce Bevuto, Inc. Additionally, under the share exchange agreement, the former officers and directors of Noho, Inc. agreed to cancel 19,760,000 shares of common stock. For accounting purposes, the acquisition of the Dolce Bevuto, Inc. by Noho, Inc. has been accounted for as a recapitalization, similar to a reverse acquisition except no goodwill is recorded, whereby the private company, Dolce Bevuto, Inc., in substance acquired a non-operational public company (Noho, Inc.) with nominal assets and liabilities for the purpose of becoming a public company. Accordingly, Dolce Bevuto, Inc. is considered the acquirer for accounting purposes and thus, the historical financials are primarily that of Dolce Bevuto, Inc. As a result of this transaction, Noho, Inc. changed its business direction and is now a beverage business. Dolce Bevuto, Inc. was incorporated on December 3, 2010 (Date of Inception) and accordingly, the accompanying financial statements are from the Date of Inception of Dolce Bevuto, Inc. through ending reporting periods reflected. | |||||
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. | |||||
Nature of operations | ' | ||||
Nature of operations | |||||
Currently, the Company is focused on the production and sale of NOHO, a beverage for hangover defense. The Company purchases raw materials and outsources the manufacturing to a third party. | |||||
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. Actual results could differ significantly from those estimates. | |||||
Fair value of financial instruments | ' | ||||
Fair value of financial instruments | |||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 and December 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, accounts payable, accrued expense, and notes payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |||||
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. | |||||
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. | |||||
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. | |||||
As of December 31, 2013: | |||||
Fair Value Measurements | |||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||
Assets | |||||
Intangible assets | $ - | $ 132,498 | $ - | $ 132,498 | |
Liabilities | |||||
Deferred revenue | - | - | - | - | |
Notes payable | - | 125,000 | - | 125,000 | |
Notes payable – related party | - | 311,625 | - | 311,625 | |
Line of credit – related party | - | 205,500 | - | 205,500 | |
As of December 31, 2012: | |||||
Fair Value Measurements | |||||
Level 1 | Level 2 | Level 3 | Total Fair Value | ||
Assets | |||||
Intangible assets | $ - | $ 148,235 | $ - | $ 148,235 | |
Liabilities | |||||
Deferred revenue | - | 75,000 | - | 75,000 | |
Notes payable | - | 118,750 | - | 118,750 | |
Line of credit – related party | - | 265,000 | - | 265,000 | |
Cash and cash equivalents | ' | ||||
Cash and cash equivalents | |||||
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 carrying value of these investments approximates fair value. As of December 31, 2013 and 2012, there are no cash equivalents. | |||||
Accounts receivable | ' | ||||
Accounts receivable | |||||
The Company uses the allowance method to account for uncollectible accounts receivable. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. Accounts receivable are presented net of an allowance for doubtful accounts of $0 and $0 at December 31, 2013 and 2012, respectively. | |||||
Inventory | ' | ||||
Inventory | |||||
Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). | |||||
Fixed assets | ' | ||||
Fixed assets | |||||
The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Leasehold improvements include the cost of the Company’s internal development and construction department. Depreciation periods are as follows: | |||||
Computer equipment 3 years | |||||
Furniture and fixtures 7 years | |||||
Intangible assets | ' | ||||
Intangible assets | |||||
ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. As of December 31, 2013 and 2012, the Company recorded $0 and $0 of impairment of its intangible assets. | |||||
The Company's intangible assets consist of the costs of filing and acquiring various patents and trademarks. The trademarks are recorded at cost. The Company determined that the trademarks have an estimated useful life of approximately 11 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. The Company commenced amortization during March 2011. | |||||
Stock-based compensation | ' | ||||
Stock-based compensation | |||||
The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. | |||||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. | |||||
Revenue recognition | ' | ||||
Revenue recognition | |||||
The Company recognizes revenues from sale of products when the items have shipped and title has transferred to the purchaser. | |||||
As of December 31, 2013, the Company had deferred revenue of $0. The Company received deposits of $75,000 during 2012 on orders for products and shipped the products out during the year ended December 31, 2013 and the revenue was earned during the year ended December 31, 2013. | |||||
Advertising costs | ' | ||||
Advertising costs | |||||
Advertising costs are anticipated to be expensed as incurred. Advertising costs included in general and administrative expenses totaled $309,986 and $323,331 for the years ended December 31, 2013 and 2012, respectively. | |||||
Income taxes | ' | ||||
Income taxes | |||||
The Company is treated as a partnership for federal income tax purposes and does not incur income taxes for the period from inception (December 3, 2010) to February 8, 2013, when the Company was domiciled from a California limited liability company to a Nevada corporation. During the period from inception (December 3, 2010) to February 8, 2013, its earnings and losses are allocated to and reported on the individual returns of the shareholder’s tax returns. Accordingly, no provision for income tax is included in the financial statements as of December 31, 2012. The Company has no income tax provision for the period from February 8, 2013 to December 31, 2013 due to recurring net losses. | |||||
Loss per common share | ' | ||||
Loss per common share | |||||
Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of the statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. | |||||
Recent pronouncements | ' | ||||
Recent pronouncements | |||||
The Company has evaluated the recent accounting pronouncements through April 2014 and believes that none of them will have a material effect on the Company’s financial statements. |
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Inventory Disclosure [Abstract] | ' | ||||
Inventories | ' | ||||
2013 | 2012 | ||||
Raw materials | $ 43,851 | $ 84,193 | |||
Finished goods | 29,628 | 74,418 | |||
$ 73,479 | $ 158,611 |
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Property, Plant and Equipment [Abstract] | ' | ||||
Schedule of fixed assets | ' | ||||
2013 | 2012 | ||||
Computer equipment | $ 9,270 | $ 7,807 | |||
Furniture and fixtures | 6,386 | 5,279 | |||
Fixed assets, total | 15,656 | 13,086 | |||
Less: accumulated depreciation | -6,267 | -2,617 | |||
Fixed assets, net | $ 9,389 | $ 10,469 |
Note_Payable_Related_Party_Tab
Note Payable- Related Party (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Payables and Accruals [Abstract] | ' | ||||
Schedule of note payable to related parties | ' | ||||
31-Dec-13 | 31-Dec-12 | ||||
Debenture to an entity, unsecured, 0% interest, default interest at 18%, due December 2013 | $ - | $100,000 | |||
Debenture to an individual, unsecured, 12% interest, default interest at 24%, due April 2013 | 125,000 | - | |||
Debenture to an individual, unsecured, 12% interest, default interest at 24% due July 2013 | 75,000 | - | |||
Debenture to an individual, unsecured, 24% interest, default interest at 24% due October 2013 | 110,000 | - | |||
Debenture to an individual, unsecured, 12% interest, default interest at 24% due September 2013 | 100,000 | - | |||
Debenture to an individual, unsecured, 0% interest, default interest at 0% due on demand | 4,500 | - | |||
Convertible debenture to an entity, unsecured, 0% interest, convertible at $2 per share, due May 2014 | 17,500 | ||||
Convertible debenture to an individual, unsecured, 0% interest, interest due in 5,000 shares of common stock valued at $10,000, default interest at 0% due October 2013 | 13,000 | - | |||
Debt discount | -8,375 | - | |||
Total Note Payable – related party, net of discount | $ 436,625 | $ 100,000 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Related Party Transactions [Abstract] | ' | ||
Employment agreement with CEO | ' | ||
Years Ended December 31, | Annual Base Salary | ||
2011 | $ 250,000 | ||
2012 | 300,000 | ||
2013 | 350,000 | ||
2014 | 450,000 | ||
2015 | 550,000 | ||
Total | $ 1,900,000 | ||
Schedule of available bonuses | ' | ||
Gross Sales Per Year | Bonus Amount | ||
$1.0M - $2.5M | $ 50,000 | ||
$2.5M - $5.0M | 200,000 | ||
$5.0M - $7.5M | 350,000 | ||
$7.5M - $10.0M | 500,000 | ||
$10.0M - $15.0M | 700,000 | ||
$15.0M - $25.0M | 900,000 | ||
More than $25.0M | 4% of Gross Sales |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Future minimum lease payments | ' | ||
Years Ended December 31, | |||
2012 | $ 15,840 | ||
2013 | 23,760 | ||
2014 | 23,760 | ||
2015 | 13,860 | ||
Total | $ 77,220 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Subsequent Events [Abstract] | ' | |||
Employment agreement with CEO and President | ' | |||
Years Ended December 31, | Annual Base Salary | Annual Equity Compensation | ||
2014 | $ 240,000 | 450,000 shares | ||
2015 | 300,000 | 500,000 shares | ||
2016 | 375,000 | 575,000 shares | ||
2017 | 450,000 | 700,000 shares | ||
2018 | 550,000 | 850,000 shares | ||
2018 and thereafter | 20% more than base salary in the prior year | 1,200,000 shares | ||
Years Ended December 31, | Annual Base Salary | Annual Equity Compensation | ||
2014 | $ 135,000 | 250,000 shares | ||
2015 | 150,000 | 275,000 shares | ||
2016 | 185,000 | 325,000 shares | ||
2017 | 225,000 | 450,000 shares | ||
2018 | 270,000 | 550,000 shares | ||
2018 and thereafter | 10% more than base salary in the prior year | |||
Schedule of available bonuses | ' | |||
Gross Sales Per Year | Bonus Amount | |||
$1.0M - $2.0M | $ 50,000 | |||
$2.0M - $4.0M | 200,000 | |||
$4.0M - $6.0M | 250,000 | |||
$6.0M - $10.0M | 500,000 | |||
More than $20.0M | 5% of Gross Sales |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Apr. 02, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Percentage of outstanding common stock acquired from Dolce Bevuto, Inc. | ' | ' | ' | ' | 100.00% |
Common stock issued in exchange for Dolce Bevuto | ' | ' | ' | ' | 12,713,763 |
Shares of common stock canceled by former officers and directors under share exchange agreement | ' | ' | ' | ' | 19,760,000 |
Allowance for doubtful accounts | ' | ' | ' | ' | ' |
Depreciation period - computer equipment | ' | '3 years | ' | ' | ' |
Depreciation period - furniture and fixtures | ' | '7 years | ' | ' | ' |
Useful life of trademarks | '11 years | ' | ' | ' | ' |
Deferred revenue | ' | ' | 75,000 | ' | ' |
Advertising costs | ' | $309,986 | $323,331 | ' | ' |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 12 Months Ended | 34 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Accumulated net losses | ($2,748,725) | ($1,907,201) | $5,802,305 |
Inventory_Inventories_Details
Inventory - Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $43,851 | $84,193 |
Finished goods | 29,628 | 74,418 |
Total inventory | $73,479 | $158,611 |
Fixed_Assets_Schedule_of_fixed
Fixed Assets - Schedule of fixed assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Abstract] | ' | ' |
Computer equipment | $9,270 | $7,807 |
Furniture and fixtures | 6,386 | 5,279 |
Fixed assets, total | 15,656 | 13,086 |
Less: accumulated depreciation | -6,267 | -2,617 |
Fixed assets, net | $9,389 | $10,469 |
Fixed_Assets_Details_Narrative
Fixed Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation expense | $3,650 | $1,768 |
Repairs and maintenance expense | $5,526 | $3,448 |
Asset_Purchase_Agreement_Detai
Asset Purchase Agreement (Details Narrative) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Business Combinations [Abstract] | ' | ' | ' | ' |
Deposit for asset purchase agreement | ' | ' | ' | $29,800 |
Common stock issued for settlement of asset purchase agreement | ' | ' | 10,939,698 | ' |
Value of common stock issued for settlement of asset purchase agreement | ' | ' | 109,397 | ' |
Cash issued for settlement of asset purchase agreement | ' | ' | 37,211 | ' |
Amortization expense | 11,803 | 11,803 | ' | ' |
Impairment of asset | $0 | $0 | ' | ' |
Line_of_Credit_Related_Party_D
Line of Credit- Related Party (Details Narrative) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Apr. 02, 2013 | Nov. 15, 2012 | Nov. 15, 2011 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' | ' |
Line of credit opened with related party | ' | ' | ' | ' | $150,000 |
Annual interest rate on credit line | ' | ' | ' | ' | 30.00% |
Modified credit line from related party | ' | ' | 300,000 | 200,000 | ' |
Modified annual interest rate on credit line from related party | ' | ' | ' | 15.00% | ' |
Received from revolving credit line | 205,500 | ' | ' | ' | ' |
Total amount of principal borrowed from related party | 265,000 | ' | ' | ' | ' |
Interest expense | 30,891 | 41,303 | ' | ' | ' |
Interest expenses paid | 24,090 | 39,166 | ' | ' | ' |
Accrued interest | $3,336 | ' | ' | ' | ' |
Note_Payable_Related_Party_Sch
Note Payable- Related Party - Schedule of note payable to related parties (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Payables and Accruals [Abstract] | ' | ' |
Debenture to an entity, unsecured, 0% interest, default interest at 18%, due December 2013 | ' | $100,000 |
Debenture to an individual, unsecured, 12% interest, default interest at 24%, due April 2013 | 125,000 | ' |
Debenture to an individual, unsecured, 12% interest, default interest at 24% due July 2013 | 75,000 | ' |
Debenture to an individual, unsecured, 24% interest, default interest at 24% due October 2013 | 110,000 | ' |
Debenture to an individual, unsecured, 12% interest, default interest at 24% due September 2013 | 100,000 | ' |
Debenture to an individual, unsecured, 0% interest, default interest at 0% due on demand | 4,500 | ' |
Convertible debenture to an entity, unsecured, 0% interest, convertible at $2 per share, due May 2014 | 17,500 | ' |
Convertible debenture to an individual, unsecured, 0% interest, interest due in 5,000 shares of common stock valued at $10,000, default interest at 0% due October 2013 | 13,000 | ' |
Debt discount | -8,375 | ' |
Total Note Payable b related party, net of discount | $436,625 | $100,000 |
Recovered_Sheet2
Convertible Note Payable- Related Party (Details Narrative) (USD $) | 3 Months Ended | |
Dec. 31, 2013 | Jun. 30, 2013 | |
Debt Disclosure [Abstract] | ' | ' |
Convertible note payable issued | $17,500 | $26,500 |
Interest on note payable with principle in common stock | ' | 5,000 |
Interest on note | 0.00% | ' |
Fair value of common stock shares issued as interest payment | ' | 10,000 |
Common stock conversion price | $2 | $2 |
Fair value of common stock, per share | $2.10 | ' |
Beneficial conversion feature | $875 | ' |
Stockholders_Equity_Details_Na
Stockholders Equity (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 55 Months Ended | |||
Jan. 02, 2013 | Aug. 31, 2013 | 31-May-13 | Jan. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | 760,000,000 | 760,000,000 | ' |
Common stock, par value | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' |
Common stock, issued | ' | ' | ' | ' | ' | ' | 16,552,425 | 12,679,925 | ' |
Common stock, outstanding | ' | ' | ' | ' | ' | ' | 16,552,425 | 12,679,925 | ' |
Common stock issued for compensation, shares | 33,387 | ' | ' | 5,911,634 | ' | ' | ' | ' | 3,214,366 |
Common stock issued for compensation, value | $16,519 | ' | ' | $59,116 | ' | ' | $489,003 | $888,306 | $32,144 |
Common stock issued as interest on debt, shares | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' |
Common stock issued for cash, value | ' | 50,000 | ' | ' | 585,000 | 199,000 | ' | ' | ' |
Common stock issued for cash, shares | ' | 25,000 | ' | ' | 320,986 | 99,500 | ' | ' | ' |
Common stock issued for services, shares | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' |
Common stock issued for services, value | ' | ' | ' | ' | 148,250 | ' | ' | ' | ' |
Common stock subscribed, but unissued for services, shares | ' | ' | ' | ' | ' | ' | 71,500 | ' | ' |
Common stock subscribed, but unissued for services, value | ' | ' | ' | ' | ' | ' | 131,335 | ' | ' |
Common stock issued in exchange for debt, shares | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Common stock issued in exchange for debt, value | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' |
Related_Party_Transactions_Emp
Related Party Transactions - Employment agreement with CEO (Details) (USD $) | 12 Months Ended | 60 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' | ' |
Annual base salary for CEO | $550,000 | $450,000 | $350,000 | $300,000 | $250,000 | ' |
Total salary for CEO | ' | ' | ' | ' | ' | $1,900,000 |
Related_Party_Transactions_Sch
Related Party Transactions - Schedule of available bonuses (Details) (USD $) | 60 Months Ended |
Dec. 31, 2015 | |
Gross Sales Per Year: $1.0M - $2.5M | ' |
Annual CEO Bonus Amount | $50,000 |
Gross Sales Per Year: $2.5M - $5.0M | ' |
Annual CEO Bonus Amount | 200,000 |
Gross Sales Per Year: $5.0M - $7.5M | ' |
Annual CEO Bonus Amount | 350,000 |
Gross Sales Per Year: $7.5M - $10.0M | ' |
Annual CEO Bonus Amount | 500,000 |
Gross Sales Per Year: $10.0M - $15.0M | ' |
Annual CEO Bonus Amount | 700,000 |
Gross Sales Per Year: $15.0M - $25.0M | ' |
Annual CEO Bonus Amount | $900,000 |
Gross Sales Per Year: More than $25.0M | ' |
Annual CEO Bonus Amount, Percentage of Gross Sales | 4.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 55 Months Ended | 60 Months Ended | ||
Jan. 02, 2013 | Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2015 | Jan. 02, 2016 | |
Employment agreement with John Grdina | ' | ' | ' | ' | ' | ' | ' |
CEO annual automobile allowance | ' | ' | ' | ' | ' | $18,000 | ' |
CEO annual fuel allowance | ' | ' | ' | ' | ' | 3,600 | ' |
CEO annual health insurance allowance | ' | ' | ' | ' | ' | 4,200 | ' |
Annual base salary increase of CEO employment agreement extension election | ' | ' | ' | ' | ' | ' | 20.00% |
Monthly interest on unpaid CEO compensation | ' | ' | ' | ' | ' | 1.00% | ' |
Executive compensation | ' | ' | 375,800 | 375,800 | ' | ' | ' |
Interest expense on executive compensation | ' | ' | 59,393 | 30,980 | ' | ' | ' |
Accrued payroll | ' | ' | ' | 445,952 | ' | ' | ' |
Accrued interest payable | ' | ' | 104,361 | 44,968 | ' | ' | ' |
Consulting agreement with Sean Stephenson | ' | ' | ' | ' | ' | ' | ' |
Consulting agreement annual base salary | ' | ' | ' | ' | 100,000 | ' | ' |
Common stock issued to COO, shares | 33,387 | 5,911,634 | ' | ' | 3,214,366 | ' | ' |
Common stock issued to COO, value | $16,519 | $59,116 | $489,003 | $888,306 | $32,144 | ' | ' |
Percentage of shares to be forfeited by COO in event of termination of consulting agreement | ' | ' | ' | ' | 50.00% | ' | ' |
Shares issued for consulting agreement | ' | ' | 30,000 | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Future minimum lease payments (Details) (USD $) | 12 Months Ended | 48 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' |
Future minimum lease payments | $13,860 | $23,760 | $23,760 | $15,840 | $77,220 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Narrative) (USD $) | 1 Months Ended | 48 Months Ended | ||
31-May-12 | Dec. 31, 2015 | Apr. 17, 2013 | 2-May-12 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Length of lease agreement | '39 months | ' | ' | ' |
Monthly base rent | ' | $750 | ' | ' |
HVAC charges | ' | 1,230 | ' | ' |
Security deposit | ' | ' | ' | 2,186 |
Accounts to be paid under funding agreement | ' | ' | $92,325 | ' |
Subsequent_Events_Employment_a
Subsequent Events - Employment agreement with CEO and President (Details) (USD $) | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsequent Events Details Narrative | ' | ' | ' | ' | ' | ' | ' |
Annual base salary for CEO | ' | $550,000 | $450,000 | $375,000 | $300,000 | $240,000 | ' |
Total salary for CEO | 20.00% | ' | ' | ' | ' | ' | 20.00% |
Annual Equity Compensation, CEO | 1,200,000 | 850,000 | 700,000 | 575,000 | 500,000 | 450,000 | ' |
Annual base salary for President | ' | $270,000 | $225,000 | $185,000 | $150,000 | $135,000 | ' |
Total salary for President | 10.00% | ' | ' | ' | ' | ' | ' |
Annual Equity Compensation, President | ' | 550,000 | 450,000 | 325,000 | 2,750,000 | 250,000 | ' |
Subsequent_Events_Schedule_of_
Subsequent Events - Schedule of available bonuses (Details) (USD $) | 60 Months Ended |
Dec. 31, 2018 | |
$1.0M - $2.0M | ' |
Annual CEO Bonus Amount | $50,000 |
$2.0M - $4.0M | ' |
Annual CEO Bonus Amount | 200,000 |
$4.0M - $6.0M | ' |
Annual CEO Bonus Amount | 250,000 |
$6.0M - $10.0M | ' |
Annual CEO Bonus Amount | $500,000 |
More than $20.0M | ' |
Annual CEO Bonus Amount, Percentage of Gross Sales | 5.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 2 Months Ended | 12 Months Ended | ||||
Mar. 04, 2014 | Dec. 31, 2019 | Dec. 31, 2013 | Feb. 28, 2014 | Feb. 06, 2014 | Jan. 13, 2014 | |
Subsequent Events Details Narrative | ' | ' | ' | ' | ' | ' |
Shares issued for consulting agreement | ' | ' | 30,000 | ' | ' | ' |
Automobile allowance | ' | ' | $18,000 | ' | ' | ' |
Fuel allowance | ' | ' | 3,600 | ' | ' | ' |
Health insurance allowance | ' | ' | 4,200 | ' | ' | ' |
Salary increase per year \for CEO | ' | 20.00% | 20.00% | ' | ' | ' |
Common stock issued to contractor | ' | ' | ' | ' | ' | 6,000 |
Accounts payable | ' | ' | ' | ' | 7,500 | ' |
Common shares issued for accounts payable | ' | ' | ' | ' | 2,500 | ' |
Value of common shares issued for accounts payable | ' | ' | ' | ' | 5,000 | ' |
Common stock for one year consulting agreement | ' | ' | ' | 25,000 | ' | ' |
Unsecured promissory note executed | 150,000 | ' | ' | ' | ' | ' |
Loan interest rate, per annum | 8.00% | ' | ' | ' | ' | ' |
Warrants granted | $52,500 | ' | ' | ' | ' | ' |
Warrant exercise price | $1 | ' | ' | ' | ' | ' |