Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 14, 2014 | Jun. 30, 2013 | |
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 | 'true | ' | ' |
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 | ' |
Amendment Description | ' | ' | ' |
NOHO, Inc. is filing this Amendment No. 1 on Form 10-K/A for the year ended December 31, 2013, to correct inadvertent errors made in the due course of the process of filing the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2014 (the “Original Filing”). The correct version of the Form 10-K, includes the final audited version of the Company’s financial statements verses the draft version which was inadvertently filed with the Company’s original Form 10-K. The aforementioned changes are made to agree with the copy of the document originally approved by the auditor that were inadvertently not included in the Original Filing, filed with the U.S. Securities Exchange Commission on April 15, 2014. | |||
For convenience and ease of reference, the Company is filing this Form 10-K/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of April 15, 2014, the filing date of the Original Filing. Except as stated herein, this Form 10-K/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the original Form 10-K that may have been affected by events or transactions occurring subsequent to such filing date. | |||
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (Balance Sheets, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheets | ' | ' |
Current assets: | ' | ' |
Cash | $18,804 | $83,907 |
Accounts receivable | 50,392 | 50,920 |
Prepaid expenses | 61,583 | 50,000 |
Inventory | 120,203 | 158,611 |
Total current assets | 250,982 | 343,438 |
Fixed assets, net of accumulated depreciation of $6,267 and $2,617, respectively | 12,772 | 10,469 |
Intangible assets, net of accumulated amortization of $43,911 and $28,174, respectively | 132,498 | 148,235 |
Total assets | 396,252 | 502,142 |
Current liabilities: | ' | ' |
Accounts payable | 272,253 | 203,804 |
Accounts payable - related party | ' | 5,667 |
Accrued payroll - related party | 803,236 | 490,920 |
Deferred revenue | ' | 75,000 |
Accrued interest | 46,312 | 123 |
Accrued interest - related party | 10,014 | 3,213 |
Line of credit - related party | 205,500 | 165,000 |
Notes payable | 189,500 | ' |
Convertible notes payable, net of discounts of $1,232 and $6,250 respectively | 254,268 | 218,750 |
Total current liabilities | 1,781,083 | 1,162,477 |
Commitments and contingencies | ' | ' |
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 | 16,920 | 12,681 |
Additional paid in capital | 4,438,500 | 2,380,589 |
Accumulated (deficit) | -5,840,251 | -3,053,580 |
Total stockholders' (deficit) | -1,384,831 | -660,310 |
Total liabilities and stockholders' (deficit) | $396,252 | $502,142 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (Balance Sheets, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Balance Sheets | ' | ' |
Accumulated depreciation of fixed assets | $6,267 | $2,617 |
Accumulated amortization of intangible assets | 43,911 | 28,174 |
Discounts of convertible notes payable | $1,232 | $6,250 |
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 | |
Other income (expense): | ' | ' |
Net loss | ($2,786,671) | ($1,907,201) |
DRNK Statement of Operations | ' | ' |
Revenue, net | 735,561 | 1,258,811 |
Cost of goods sold | 365,827 | 570,674 |
Gross profit | 369,734 | 688,137 |
Operating expenses: | ' | ' |
Consulting fees | 573,263 | ' |
Compensation expense | 1,019,955 | 1,611,467 |
General and administrative | 628,099 | 293,476 |
Professional fees | 142,905 | 158,943 |
Promotional and marketing | 101,939 | 188,815 |
Selling expenses | 388,993 | 270,355 |
Total operating expenses | 2,855,154 | 2,523,056 |
Net operating loss | -2,485,420 | -1,834,919 |
Other income (expense): | ' | ' |
Interest expense, net | -63,742 | -122 |
Interest expense - related party | -145,184 | -72,160 |
Loss on settlement of liability | -92,325 | ' |
Total other income (expense) | -301,251 | -72,282 |
Net loss | ($2,786,671) | ($1,907,201) |
Net loss per share- basic and fully diluted | ($0.21) | ($0.17) |
Weighted average number of shares outstanding - basic and fully diluted | 13,183,149 | 11,421,079 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholder's Deficit (USD $) | Common Shares | Additional Paid-In Capital | Accumulated (Deficit) | Total Stockholders' (Deficit) |
Beginning balance, Amount at Dec. 31, 2011 | $11,368 | $1,755,127 | ($1,146,379) | $620,116 |
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 | 504,937 | ' | 506,250 |
Contributed capital - related party | ' | 120,500 | ' | 120,500 |
Net loss | ' | ' | -1,907,201 | ' |
Ending balance, Amount (Restated) at Dec. 31, 2012 | 12,681 | 2,380,564 | -3,053,580 | -660,310 |
Ending balance, Shares (Restated) at Dec. 31, 2012 | 12,679,925 | ' | ' | ' |
Common stock issued for debt conversion, Shares | 65,000 | ' | ' | ' |
Common stock issued for debt conversion, Amount | 65 | 149,135 | ' | 149,200 |
Common stock issued for services, Shares | 293,337 | ' | ' | ' |
Common stock issued for services, Amount | 294 | 466,170 | ' | 466,464 |
Common stock issued for cash, Shares | 779,153 | ' | ' | ' |
Common stock issued for cash, Amount | 778 | 1,440,233 | ' | 1,441,011 |
Common stock issued in connection with merger, Shares | 3,101,666 | ' | ' | ' |
Common stock issued in connection with merger, Amount | 3,102 | -3,102 | ' | ' |
Beneficial conversion feature | ' | 5,500 | ' | 5,500 |
Net loss | ' | ' | -2,786,671 | ' |
Ending balance, Amount (Restated) at Dec. 31, 2013 | $16,920 | $4,438,500 | ($5,840,251) | ($1,384,831) |
Ending balance, Shares (Restated) at Dec. 31, 2013 | 16,919,081 | ' | ' | ' |
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 | ($2,786,671) | ($1,907,201) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ' | ' |
Shares issued for stock- based compensation | 466,452 | 888,306 |
Depreciation and amortization | 19,387 | 17,504 |
Amortization of debt discount | 10,530 | ' |
Changes in operating assets and liablilities: | ' | ' |
Decrease (increase) in accounts receivable | 528 | 27,720 |
(Increase) in prepaid expenses | -11,583 | -45,098 |
(Increase) in inventory | 38,408 | -88,848 |
Increase in accounts payable | 62,782 | 85,992 |
Increase in accounts payable - related party | ' | 5,667 |
Increase in accrued payroll | 312,315 | 245,712 |
(Decrease) increase in deferred revenue | -75,000 | -107,991 |
Increase in accrued interest payable | 6,802 | 123 |
Increase in accrued interest payable- related party | 95,389 | 32,994 |
Net cash used by operating activities | -1,860,661 | -845,120 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Purchase of fixed assets | -5,953 | -7,760 |
Net cash used by investing activities | -5,953 | -7,760 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from line of credit, net - related party | 40,500 | 165,000 |
Proceeds from notes payabe | 230,950 | ' |
Payments on notes payable | -41,450 | ' |
Proceeds from convertible notes payable | 144,000 | 625,000 |
Payments on convertible notes payable | -13,500 | ' |
Proceeds from sale of common stock | 1,441,011 | 150,000 |
Capital contributions, net - related party | ' | -29,500 |
Net cash provided by financing activities | 1,801,511 | 910,500 |
Net change in cash | -65,103 | 57,620 |
Cash - beginning | 83,907 | 26,287 |
Cash - ending | 18,804 | 83,907 |
SUPPLEMENTAL INFORMATION: | ' | ' |
Interest paid | 48,469 | ' |
Income taxes paid | ' | ' |
SUPPLEMENTAL NON-CASH DISCLOSURES: | ' | ' |
Shares issued for debt conversion | 100,000 | 500,000 |
Shares issued in connection with convertible debenture | 35,200 | 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. | |||||||||||||||||
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |||||||||||||||||
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 | |||||||||||||||||
Line of credit – related party | — | 205,500 | — | 205,500 | |||||||||||||
Notes payable | — | 189,500 | — | 189,500 | |||||||||||||
Convertible notes payable | — | 254,268 | — | 254,268 | |||||||||||||
Totals | — | 649,268 | 132,498 | 781,766 | |||||||||||||
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 | |||||||||||||||||
Line of credit – related party | — | 165,000 | — | 165,000 | |||||||||||||
Convertible notes payable | — | 218,750 | — | 218,750 | |||||||||||||
Totals | — | 383,750 | 148,235 | 531,985 | |||||||||||||
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. | |||||||||||||||||
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |||||||||||||||||
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. | |||||||||||||||||
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) | |||||||||||||||||
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 $60,998 and $98,354 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. | |||||||||||||||||
Presentation | |||||||||||||||||
Certain previous period financial information has been revised to conform with current period presentation. | |||||||||||||||||
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 through the period ended December 31, 2013 of $5,840,251. | |
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. |
RESTATEMENT
RESTATEMENT | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
RESTATEMENT | ' | ||||||||||||
NOTE 3 – RESTATEMENT | |||||||||||||
As discussed in the Company’s explanatory note to this amended Form 10-K/A, the Company’s independent auditors were not provided with nor were certain obligations disclosed in the previously issued financial statements. Additionally, the Company’s auditor received revised inventory confirmations, materially misstating the financial statements of the Company. A detail of the adjustments is as follows: | |||||||||||||
Balance Sheet: | |||||||||||||
Original | Adjustments | Restated | |||||||||||
ASSETS | |||||||||||||
Cash | $ | 18,804 | — | $ | 18,804 | ||||||||
Accounts receivable | 50,392 | — | 50,392 | ||||||||||
Prepaid expenses | 116,406 | (54,823 | ) | 61,583 | |||||||||
Inventory | 73,479 | 46,724 | 120,203 | ||||||||||
Total current assets | 259,081 | 250,982 | |||||||||||
Fixed assets, net of accumulated depreciation | 9,389 | 3,383 | 12,772 | ||||||||||
Intangible assets, net of accumulated amortization | 132,498 | — | 132,498 | ||||||||||
Total assets | $ | 400,968 | $ | 396,252 | |||||||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | |||||||||||||
Accounts payable | $ | 305,296 | (33,043 | ) | $ | 272,253 | |||||||
Accounts payable - related party | — | — | — | ||||||||||
Accrued compensation - related party | 831,643 | (28,407 | ) | 803,236 | |||||||||
Deferred revenue | — | — | — | ||||||||||
Accrued interest | 15,123 | 31,189 | 46,312 | ||||||||||
Accrued interest - related party | 27,949 | (17,935 | ) | 10,014 | |||||||||
Line of credit - related party | 205,500 | — | 205,500 | ||||||||||
Notes payable | 125,000 | 64,500 | 189,500 | ||||||||||
Convertible notes payable, net of discounts | 311,625 | (57,357 | ) | 254,268 | |||||||||
Total current liabilities | 1,822,136 | 1,781,083 | |||||||||||
Common stock | 16,552 | 368 | 16,920 | ||||||||||
Subscription payable | 731,135 | 731,135 | — | ||||||||||
Additional paid in capital | 3,633,450 | 805,050 | 4,438,500 | ||||||||||
Accumulated (deficit) | (5,802,305 | ) | (37,946 | ) | (5,840,251 | ) | |||||||
Total stockholders' (deficit) | (1,421,168 | ) | 1,498,607 | (1,384,831 | ) | ||||||||
Total liabilities and stockholders' (deficit) | $ | 400,968 | $ | 396,252 | |||||||||
Statement of Operations: | |||||||||||||
Original | Adjustments | Restated | |||||||||||
Revenue, net | $ | 545,874 | 189,687 | $ | 735,561 | ||||||||
Cost of goods sold | 531,131 | (165,304 | ) | 365,827 | |||||||||
Gross profit | 14,743 | 369,734 | |||||||||||
Operating expenses: | |||||||||||||
Consulting fees | — | 573,263 | 573,263 | ||||||||||
Compensation expense | 1,412,299 | (392,344 | ) | 1,019,955 | |||||||||
General and administrative | 1,161,631 | (533,532 | ) | 628,099 | |||||||||
Professional fees | — | 142,905 | 142,905 | ||||||||||
Promotional and marketing | — | 101,939 | 101,939 | ||||||||||
Selling expense | — | 388,993 | 388,993 | ||||||||||
Total operating expenses | 2,573,930 | 2,855,154 | |||||||||||
Other income (expense): | |||||||||||||
Interest expense, net | — | (63,742 | ) | (63,742 | ) | ||||||||
Interest expense - related party | (189,538 | ) | 44,354 | (145,184 | ) | ||||||||
Loss on settlement of debt | — | (92,325 | ) | (92,325 | ) | ||||||||
Total other income (expense) | (189,538 | ) | (301,251 | ) | |||||||||
Net loss | $ | (2,748,725 | ) | $ | (2,786,671 | ) | |||||||
Net loss per share - basic and fully diluted | $ | (0.18 | ) | $ | (0.21 | ) | |||||||
Weighted average number of shares outstanding - | 15,321,834 | 13,183,149 | |||||||||||
basic and fully diluted | |||||||||||||
INVENTORY
INVENTORY | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
INVENTORY | ' | ||||||||
NOTE 4 – INVENTORY | |||||||||
Inventories consist of the following at December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 43,851 | $ | 84,193 | |||||
Finished goods | 51,792 | 74,418 | |||||||
Inventory held by third parties | 24,560 | — | |||||||
Total | $ | 120,203 | $ | 158,611 |
FIXED_ASSETS
FIXED ASSETS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
FIXED ASSETS | ' | ||||||||
NOTE 5 – 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 | 9,769 | 5,279 | |||||||
Fixed assets, total | 19,039 | 13,086 | |||||||
Less: accumulated depreciation | (6,267 | ) | (2,617 | ) | |||||
Fixed assets, net | $ | 12,772 | $ | 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 | |
Accounting Policies [Abstract] | ' |
ASSET PURCHASE AGREEMENT | ' |
NOTE 6 – ASSET PURCHASE AGREEMENT | |
In March 2011, the Company purchased assets from Dajomi Brands, LLC. The assets acquired included vehicles, inventory and intangible assets. Amortization expense for the years ended December 31, 2013 and 2012 was $11,803 and $11,803, respectively. |
LINE_OF_CREDIT_RELATED_PARTY
LINE OF CREDIT - RELATED PARTY | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
LINE OF CREDIT - RELATED PARTY | ' |
NOTE 7 – 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. On November 15, 2012, the lender agreed to increase the credit line up to $200,000, extend the maturity date to March 31, 2013 and to decrease the interest rate from 30% to 15% per annum. On April 1, 2013, the lender agreed to a further increase up to $300,000 and to extend the maturity date to December 31, 2013 which was subsequently extended to March 31, 2015. As of December 31, 2013, the Company has drawn down a total of $459,000 and repaid $253,500 leaving a principal balance owed of $205,500. As of December 31, 2013 and 2012, the Company recorded interest expense of $30,891 and $41,180, respectively. |
CONVERTIBLE_NOTES_AND_NOTES_PA
CONVERTIBLE NOTES AND NOTES PAYABLE | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
CONVERTIBLE NOTES AND NOTES PAYABLE | ' | ||||||||
NOTE 8 – CONVERTIBLE NOTES AND NOTES PAYABLE | |||||||||
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%, matured December 2013 | $ | — | $ | 100,000 | |||||
Debenture to an individual, unsecured, 12% interest, default interest at 24%, matured April 2013 | 125,000 | 125,000 | |||||||
Debenture to an individual, unsecured, 12% interest, default interest at 24% matured July 2013 | 75,000 | — | |||||||
Debenture to an individual, unsecured, 24% interest, default interest at 24% matured October 2013 | 110,000 | — | |||||||
Debenture to an individual, unsecured, 12% interest, default interest at 24% matured September 2013 | 100,000 | — | |||||||
Debenture to an individual, unsecured, 12% imputed interest, due on demand | 4,500 | — | |||||||
Convertible debenture to an entity, unsecured, 12% imputed interest, convertible at $2 per share, maturing May 2014 | 17,500 | ||||||||
Convertible debenture to an individual, unsecured, interest due in 5,000 shares of common stock fair valued at $14,000, matured October 2013 | 13,000 | — | |||||||
Debt discount | (1,232 | ) | (6,250 | ) | |||||
Total notes payable, net of discount | $ | 443,768 | $ | 218,750 | |||||
STOCKHOLDERS_DEFICIT
STOCKHOLDERS' (DEFICIT) | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
STOCKHOLDERS' (DEFICIT) | ' |
NOTE 9 – STOCKHOLDERS’ (DEFICIT) | |
On December 31, 2012, the Company effectuated a 15.2 to 1 forward split of the Company’s common stock issued and unissued common stock as of January 16, 2013, the record date. The number of $0.001 par value authorized shares increased from 50,000,000 to 760,000,000 common shares. | |
2013 Issuances | |
The Company authorized the issuance of 259,500 shares of common stock to various individuals and entities for services received by the Company and recorded compensation expense of $466,452 and prepaid consulting fees of $46,923 based on the market value of the common stock at each measurement date. As of December 31, 2013, 80,000 of these shares were unissued. | |
On August 18, 2013, the Company issued 50,000 shares of its common stock pursuant to a notice of conversion, whereby a note holder elected to convert a total of $100,000 of principal into shares of the Company’s common stock at a conversion rate of $2 per share. Additionally, during the year ended December 31, 2013, the Company authorized the issuance of 15,000 shares of its common stock in connection with its financing activities valued at $49,200. | |
Pursuant to various subscription agreements, the Company authorized the issuance of 779,153 shares of its common stock in exchange for cash proceeds totaling $1,441,011 or an average price per share of $1.85. As of the balance sheet date 260,000 of these shares were subsequently issued on January 7, 2014 and 26,667 were issued on January 19, 2014. | |
On April 5, 2013, the Company issued a total of 3,101,666 shares of its common stock in accordance with the April 1, 2013 closing of its Share Exchange Agreement with Dolce Bevuto, Inc. as discussed in Note 1. | |
2012 Issuances | |
On December 17, 2012, the Company issued 1,300,000 shares of its common stock pursuant to a notice of conversion, whereby a note holder elected to convert a total of $500,000 of principal into shares of the Company’s common stock at a conversion rate of $0.385 per share. Additionally, the Company authorized the issuance of 12,500 shares of its common stock in connection with a $125,000 debenture agreement valued at $6,250. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 10 – RELATED PARTY TRANSACTIONS | |
Employment agreement with John Grdina | |
On December 20, 2010, the Company executed a five year employment agreement with the Company’s chief executive officer, which has been subsequently superseded effective January 1, 2014. In accordance with the terms of the original agreement, the Company recorded a base salary as compensation expense in the amount of $350,000 and $300,000, respectively for each of the years ended December 31, 2013 and 2012. Additionally, the agreement provided for an annual fringe allowance of $25,800 per year. Further, the agreement provides a provision for interest to be accrued at a rate of 1% per month on any unpaid compensation. During the years ended December 31, 2013 and 2012, accrued compensation totaled $708,730 and $445,952, respectively and the Company had accrued interest payable related to the accrued compensation of $104,361 and $44,968, respectively. | |
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 with an estimated fair value based on the market price on the date of grant was $67,500 and has been recorded as compensation expense. As of December 31, 2013, the shares are unissued. 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. | ||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
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. | |
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 $60,998 and $98,354 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. | |
Presentation | ' |
Presentation | |
Certain previous period financial information has been revised to conform with current period presentation. | |
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. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||||||||||||||||||||||
Fair value of financial instruments | ' | ' | ||||||||||||||||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total Fair Value | Level 1 | Level 2 | Level 3 | Total Fair Value | |||||||||||||||||||||||||||
Assets | Assets | |||||||||||||||||||||||||||||||||
Intangible assets | $ | — | $ | — | $ | 132,498 | $ | 132,498 | Intangible assets | $ | — | $ | — | $ | 148,235 | $ | 148,235 | |||||||||||||||||
Liabilities | Liabilities | |||||||||||||||||||||||||||||||||
Line of credit – related party | — | 205,500 | — | 205,500 | Line of credit – related party | — | 165,000 | — | 165,000 | |||||||||||||||||||||||||
Notes payable | — | 189,500 | — | 189,500 | Convertible notes payable | — | 218,750 | — | 218,750 | |||||||||||||||||||||||||
Convertible notes payable | — | 254,268 | — | 254,268 | Totals | — | 383,750 | 148,235 | 531,985 | |||||||||||||||||||||||||
Totals | — | 649,268 | 132,498 | 781,766 |
RESTATEMENT_Tables
RESTATEMENT (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
Restatement of Balance Sheet | ' | ||||||||||||
Original | Adjustments | Restated | |||||||||||
ASSETS | |||||||||||||
Cash | $ | 18,804 | — | $ | 18,804 | ||||||||
Accounts receivable | 50,392 | — | 50,392 | ||||||||||
Prepaid expenses | 116,406 | (54,823 | ) | 61,583 | |||||||||
Inventory | 73,479 | 46,724 | 120,203 | ||||||||||
Total current assets | 259,081 | 250,982 | |||||||||||
Fixed assets, net of accumulated depreciation | 9,389 | 3,383 | 12,772 | ||||||||||
Intangible assets, net of accumulated amortization | 132,498 | — | 132,498 | ||||||||||
Total assets | $ | 400,968 | $ | 396,252 | |||||||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | |||||||||||||
Accounts payable | $ | 305,296 | (33,043 | ) | $ | 272,253 | |||||||
Accounts payable - related party | — | — | — | ||||||||||
Accrued compensation - related party | 831,643 | (28,407 | ) | 803,236 | |||||||||
Deferred revenue | — | — | — | ||||||||||
Accrued interest | 15,123 | 31,189 | 46,312 | ||||||||||
Accrued interest - related party | 27,949 | (17,935 | ) | 10,014 | |||||||||
Line of credit - related party | 205,500 | — | 205,500 | ||||||||||
Notes payable | 125,000 | 64,500 | 189,500 | ||||||||||
Convertible notes payable, net of discounts | 311,625 | (57,357 | ) | 254,268 | |||||||||
Total current liabilities | 1,822,136 | 1,781,083 | |||||||||||
Common stock | 16,552 | 368 | 16,920 | ||||||||||
Subscription payable | 731,135 | 731,135 | — | ||||||||||
Additional paid in capital | 3,633,450 | 805,050 | 4,438,500 | ||||||||||
Accumulated (deficit) | (5,802,305 | ) | (37,946 | ) | (5,840,251 | ) | |||||||
Total stockholders' (deficit) | (1,421,168 | ) | 1,498,607 | (1,384,831 | ) | ||||||||
Total liabilities and stockholders' (deficit) | $ | 400,968 | $ | 396,252 | |||||||||
Restatement of Statement of Operations | ' | ||||||||||||
Original | Adjustments | Restated | |||||||||||
Revenue, net | $ | 545,874 | 189,687 | $ | 735,561 | ||||||||
Cost of goods sold | 531,131 | (165,304 | ) | 365,827 | |||||||||
Gross profit | 14,743 | 369,734 | |||||||||||
Operating expenses: | |||||||||||||
Consulting fees | — | 573,263 | 573,263 | ||||||||||
Compensation expense | 1,412,299 | (392,344 | ) | 1,019,955 | |||||||||
General and administrative | 1,161,631 | (533,532 | ) | 628,099 | |||||||||
Professional fees | — | 142,905 | 142,905 | ||||||||||
Promotional and marketing | — | 101,939 | 101,939 | ||||||||||
Selling expense | — | 388,993 | 388,993 | ||||||||||
Total operating expenses | 2,573,930 | 2,855,154 | |||||||||||
Other income (expense): | |||||||||||||
Interest expense, net | — | (63,742 | ) | (63,742 | ) | ||||||||
Interest expense - related party | (189,538 | ) | 44,354 | (145,184 | ) | ||||||||
Loss on settlement of debt | — | (92,325 | ) | (92,325 | ) | ||||||||
Total other income (expense) | (189,538 | ) | (301,251 | ) | |||||||||
Net loss | $ | (2,748,725 | ) | $ | (2,786,671 | ) | |||||||
Net loss per share - basic and fully diluted | $ | (0.18 | ) | $ | (0.21 | ) | |||||||
Weighted average number of shares outstanding - | 15,321,834 | 13,183,149 | |||||||||||
basic and fully diluted |
INVENTORY_Tables
INVENTORY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 43,851 | $ | 84,193 | |||||
Finished goods | 51,792 | 74,418 | |||||||
Inventory held by third parties | 24,560 | — | |||||||
Total | $ | 120,203 | $ | 158,611 |
FIXED_ASSETS_Tables
FIXED ASSETS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ||||||||
Fixed assets | ' | ||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 9,270 | $ | 7,807 | |||||
Furniture and fixtures | 9,769 | 5,279 | |||||||
Fixed assets, total | 19,039 | 13,086 | |||||||
Less: accumulated depreciation | (6,267 | ) | (2,617 | ) | |||||
Fixed assets, net | $ | 12,772 | $ | 10,469 |
CONVERTIBLE_NOTES_AND_NOTES_PA1
CONVERTIBLE NOTES AND NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes payable | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Debenture to an entity, unsecured, 0% interest, default interest at 18%, matured December 2013 | $ | — | $ | 100,000 | |||||
Debenture to an individual, unsecured, 12% interest, default interest at 24%, matured April 2013 | 125,000 | 125,000 | |||||||
Debenture to an individual, unsecured, 12% interest, default interest at 24% matured July 2013 | 75,000 | — | |||||||
Debenture to an individual, unsecured, 24% interest, default interest at 24% matured October 2013 | 110,000 | — | |||||||
Debenture to an individual, unsecured, 12% interest, default interest at 24% matured September 2013 | 100,000 | — | |||||||
Debenture to an individual, unsecured, 12% imputed interest, due on demand | 4,500 | — | |||||||
Convertible debenture to an entity, unsecured, 12% imputed interest, convertible at $2 per share, maturing May 2014 | 17,500 | ||||||||
Convertible debenture to an individual, unsecured, interest due in 5,000 shares of common stock fair valued at $14,000, matured October 2013 | 13,000 | — | |||||||
Debt discount | (1,232 | ) | (6,250 | ) | |||||
Total notes payable, net of discount | $ | 443,768 | $ | 218,750 |
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] | ' | |||||||
Annual base salary of Chief Executive Officer | ' | |||||||
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 | ||||||
Schedule of bonuses based on performance of the Company | ' | |||||||
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 | |||||||
Annual base salary of President | ' | |||||||
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 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value of financial instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Level 1 | ' | ' |
Assets | ' | ' |
Intangible assets | ' | ' |
Liabilities | ' | ' |
Line of credit - related party | ' | ' |
Notes payable | ' | ' |
Convertible notes payable | ' | ' |
Totals | ' | ' |
Level 2 | ' | ' |
Assets | ' | ' |
Intangible assets | ' | ' |
Liabilities | ' | ' |
Line of credit - related party | 205,500 | 165,000 |
Notes payable | 189,500 | ' |
Convertible notes payable | 254,268 | 218,750 |
Totals | 649,268 | 383,750 |
Level 3 | ' | ' |
Assets | ' | ' |
Intangible assets | 132,498 | 148,235 |
Liabilities | ' | ' |
Line of credit - related party | ' | ' |
Notes payable | ' | ' |
Convertible notes payable | ' | ' |
Totals | 132,498 | 148,235 |
Total Fair Value | ' | ' |
Assets | ' | ' |
Intangible assets | 132,498 | 148,235 |
Liabilities | ' | ' |
Line of credit - related party | 205,500 | 165,000 |
Notes payable | 189,500 | ' |
Convertible notes payable | 254,268 | 218,750 |
Totals | $781,766 | $531,985 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Apr. 01, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' |
Percentage of issued and outstanding common stock of Dolce Bevuto, Inc. acquired by the Company | ' | ' | 100.00% |
Issued common stock in exchange for 100% of Dolce Bevuto, Inc. | ' | ' | 12,713,763 |
Cancelled shares of common stock | ' | ' | 19,760,000 |
Accounts receivable, net of allowance for doubtful accounts | $0 | $0 | ' |
Impairment of intangible assets | 0 | 0 | ' |
Deferred revenue | 0 | ' | ' |
Deposits received during 2012 on orders for products | ' | 75,000 | ' |
Advertising costs included in general and administrative expenses | $60,998 | $98,354 | ' |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 37 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Accumulated net losses | $5,840,251 |
RESTATEMENT_Restatement_of_Bal
RESTATEMENT - Restatement of Balance Sheet (Details) (USD $) | Dec. 31, 2013 |
Original | ' |
ASSETS | ' |
Cash | $18,804 |
Accounts receivable | 50,392 |
Prepaid expenses | 116,406 |
Inventory | 73,479 |
Total current assets | 259,081 |
Fixed assets, net of accumulated depreciation | 9,389 |
Intangible assets, net of accumulated amortization | 132,498 |
Total assets | 400,968 |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ' |
Accounts payable | 305,296 |
Accounts payable - related party | ' |
Accrued compensation - related party | 831,643 |
Deferred revenue | ' |
Accrued interest | 15,123 |
Accrued interest - related party | 27,949 |
Line of credit - related party | 205,500 |
Notes payable | 125,000 |
Convertible notes payable, net of discounts | 311,625 |
Total current liabilities | 1,822,136 |
Common stock | 16,552 |
Subscription payable | 731,135 |
Additional paid in capital | 3,633,450 |
Accumulated (deficit) | -5,802,305 |
Total stockholders' (deficit) | -1,421,168 |
Total liabilities and stockholders' (deficit) | 400,968 |
Adjustments | ' |
ASSETS | ' |
Cash | ' |
Accounts receivable | ' |
Prepaid expenses | -54,823 |
Inventory | 46,724 |
Fixed assets, net of accumulated depreciation | 3,383 |
Intangible assets, net of accumulated amortization | ' |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ' |
Accounts payable | -33,043 |
Accounts payable - related party | ' |
Accrued compensation - related party | -28,407 |
Deferred revenue | ' |
Accrued interest | 31,189 |
Accrued interest - related party | -17,935 |
Line of credit - related party | ' |
Notes payable | 64,500 |
Convertible notes payable, net of discounts | -57,357 |
Common stock | 368 |
Subscription payable | 731,135 |
Additional paid in capital | 805,050 |
Accumulated (deficit) | -37,946 |
Total stockholders' (deficit) | 1,498,607 |
Restated | ' |
ASSETS | ' |
Cash | 18,804 |
Accounts receivable | 50,392 |
Prepaid expenses | 61,583 |
Inventory | 120,203 |
Total current assets | 250,982 |
Fixed assets, net of accumulated depreciation | 12,772 |
Intangible assets, net of accumulated amortization | 132,498 |
Total assets | 396,252 |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) | ' |
Accounts payable | 272,253 |
Accounts payable - related party | ' |
Accrued compensation - related party | 803,236 |
Deferred revenue | ' |
Accrued interest | 46,312 |
Accrued interest - related party | 10,014 |
Line of credit - related party | 205,500 |
Notes payable | 189,500 |
Convertible notes payable, net of discounts | 254,268 |
Total current liabilities | 1,781,083 |
Common stock | 16,920 |
Subscription payable | ' |
Additional paid in capital | 4,438,500 |
Accumulated (deficit) | -5,840,251 |
Total stockholders' (deficit) | -1,384,831 |
Total liabilities and stockholders' (deficit) | $396,252 |
RESTATEMENT_Restatement_of_Sta
RESTATEMENT - Restatement of Statement of Operations (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Original | ' |
Revenue, net | $545,874 |
Cost of goods sold | 531,131 |
Gross profit | 14,743 |
Operating expenses: | ' |
Consulting fees | ' |
Compensation expense | 1,412,299 |
General and administrative | 1,161,631 |
Professional fees | ' |
Promotional and marketing | ' |
Selling expense | ' |
Total operating expenses | 2,573,930 |
Other income (expense): | ' |
Interest expense, net | ' |
Interest expense - related party | -189,538 |
Loss on settlement of debt | ' |
Total other income (expense) | -189,538 |
Net loss | -2,748,725 |
Net loss per share - basic and fully diluted | ($0.18) |
Weighted average number of shares outstanding - basic and fully diluted | 15,321,834 |
Adjustments | ' |
Revenue, net | 189,687 |
Cost of goods sold | -165,304 |
Operating expenses: | ' |
Consulting fees | 573,263 |
Compensation expense | -392,344 |
General and administrative | -533,532 |
Professional fees | 142,905 |
Promotional and marketing | 101,939 |
Selling expense | 388,993 |
Other income (expense): | ' |
Interest expense, net | -63,742 |
Interest expense - related party | 44,354 |
Loss on settlement of debt | -92,325 |
Restated | ' |
Revenue, net | 735,561 |
Cost of goods sold | 365,827 |
Gross profit | 369,734 |
Operating expenses: | ' |
Consulting fees | 573,263 |
Compensation expense | 1,019,955 |
General and administrative | 628,099 |
Professional fees | 142,905 |
Promotional and marketing | 101,939 |
Selling expense | 388,993 |
Total operating expenses | 2,855,154 |
Other income (expense): | ' |
Interest expense, net | -63,742 |
Interest expense - related party | -145,184 |
Loss on settlement of debt | -92,325 |
Total other income (expense) | -301,251 |
Net loss | ($2,786,671) |
Net loss per share - basic and fully diluted | ($0.21) |
Weighted average number of shares outstanding - basic and fully diluted | 13,183,149 |
INVENTORY_Inventory_Details
INVENTORY - Inventory (Details) (Inventory, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory | ' | ' |
Raw materials | $43,851 | $84,193 |
Finished goods | 51,792 | 74,418 |
Inventory held by third parties | 24,560 | ' |
Total | $120,203 | $158,611 |
FIXED_ASSETS_Fixed_assets_Deta
FIXED ASSETS - Fixed assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Computer equipment | $9,270 | $7,807 |
Furniture and fixtures | 9,769 | 5,279 |
Fixed assets, total | 19,039 | 13,086 |
Less: accumulated depreciation | -6,267 | -2,617 |
Fixed assets, net | $12,772 | $10,469 |
FIXED_ASSETS_Details_Narrative
FIXED ASSETS (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [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 | |
Accounting Policies [Abstract] | ' | ' |
Amortization expense | $11,803 | $11,803 |
LINE_OF_CREDIT_RELATED_PARTY_D
LINE OF CREDIT - RELATED PARTY (Details Narrative) (Line of credit, USD $) | Dec. 31, 2013 | Apr. 01, 2013 | Dec. 31, 2012 | Nov. 15, 2012 | Nov. 15, 2011 |
Line of credit | ' | ' | ' | ' | ' |
Revolving credit line with a related party | ' | ' | ' | ' | $150,000 |
Increased credit line | ' | 300,000 | ' | 200,000 | ' |
Original interest rate | ' | ' | ' | 30.00% | ' |
Decreased interest rate | ' | ' | ' | 15.00% | ' |
Total credit drawn from related party | 459,000 | ' | ' | ' | ' |
Repaid amount of credit | 253,500 | ' | ' | ' | ' |
Principal balance of credit owed | 205,500 | ' | ' | ' | ' |
Interest expense | $30,891 | ' | $41,180 | ' | ' |
CONVERTIBLE_NOTES_AND_NOTES_PA2
CONVERTIBLE NOTES AND NOTES PAYABLE - Notes payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Disclosure [Abstract] | ' | ' |
Debenture to an entity, unsecured, 0% interest, default interest at 18%, matured December 2013 | ' | $100,000 |
Debenture to an individual, unsecured, 12% interest, default interest at 24%, matured April 2013 | 125,000 | 125,000 |
Debenture to an individual, unsecured, 12% interest, default interest at 24% matured July 2013 | 75,000 | ' |
Debenture to an individual, unsecured, 24% interest, default interest at 24% matured October 2013 | 110,000 | ' |
Debenture to an individual, unsecured, 12% interest, default interest at 24% matured September 2013 | 100,000 | ' |
Debenture to an individual, unsecured, 12% imputed interest, due on demand | 4,500 | ' |
Convertible debenture to an entity, unsecured, 12% imputed interest, convertible at $2 per share, maturing May 2014 | 17,500 | ' |
Convertible debenture to an individual, unsecured, interest due in 5,000 shares of common stock fair valued at $14,000, matured October 2013 | 13,000 | ' |
Debt discount | -1,232 | -6,250 |
Total notes payable, net of discount | $443,768 | $218,750 |
STOCKHOLDERS_DEFICIT_Details_N
STOCKHOLDERS' (DEFICIT) (Details Narrative) (USD $) | 12 Months Ended | ||||||
Dec. 31, 2013 | Jan. 19, 2014 | Jan. 07, 2014 | Aug. 18, 2013 | Apr. 05, 2013 | Dec. 31, 2012 | Dec. 17, 2012 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Authorized shares, pre-split | ' | ' | ' | ' | ' | 50,000,000 | ' |
Authorized shares of common stock, post-split | ' | ' | ' | ' | ' | 760,000,000 | ' |
2013 Issuances | ' | ' | ' | ' | ' | ' | ' |
Authorized number of shares of common stock for issuance for services received | 259,500 | ' | ' | ' | ' | ' | ' |
Compensation expense | $466,452 | ' | ' | ' | ' | ' | ' |
Prepaid consulting fees | 46,923 | ' | ' | ' | ' | ' | ' |
Shares unissued | 80,000 | ' | ' | ' | ' | ' | ' |
Shares issued pursuant to a notice of conversion | ' | ' | ' | 50,000 | ' | ' | 1,300,000 |
Amount of principal converted into shares | ' | ' | ' | 100,000 | ' | ' | 500,000 |
Conversion rate, per share | ' | ' | ' | $2 | ' | ' | $0.39 |
Authorized number of shares issued in connection with financing activities | 15,000 | ' | ' | ' | ' | ' | ' |
Value of financing activities | 49,200 | ' | ' | ' | ' | ' | ' |
Authorized number of shares for issuance in exchange for cash proceeds | ' | ' | ' | 779,153 | ' | ' | ' |
Cash proceeds value | ' | ' | ' | 1,441,011 | ' | ' | ' |
Cash proceeds issuance price per share | ' | ' | ' | $1.85 | ' | ' | ' |
Shares issued for cash proceeds | ' | 26,667 | 260,000 | ' | ' | ' | ' |
Shares issued in accordance with the April 1, 2013 closing of its Share Exchange Agreement with Dolce Devuto, Inc. (Note 1) | ' | ' | ' | ' | 3,101,666 | ' | ' |
2012 Issuances | ' | ' | ' | ' | ' | ' | ' |
Authorized number of shares for issuance in connection with a debenture agreement | ' | ' | ' | ' | ' | ' | 12,500 |
Debenture agreement value | ' | ' | ' | ' | ' | ' | 125,000 |
Value of shares in connection with debenture agreement | ' | ' | ' | ' | ' | ' | $6,250 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Jan. 01, 2014 | Sep. 24, 2013 | Jan. 02, 2012 | Jun. 01, 2011 | |
Employment agreement with John Grdina | ' | ' | ' | ' | ' | ' |
Base salary as compensation expense | $350,000 | $300,000 | ' | ' | ' | ' |
Annual fringe allowance | 25,800 | 25,800 | ' | ' | ' | ' |
Accrual rate for interest on unpaid compensation | 1.00% | 1.00% | ' | ' | ' | ' |
Accrued compensation | 708,730 | 445,952 | ' | ' | ' | ' |
Accrued interest payable related to accrued compensation | 104,361 | 44,968 | ' | ' | ' | ' |
Consulting agreement with Sean Stephenson | ' | ' | ' | ' | ' | ' |
Annual base salary | ' | ' | ' | ' | ' | 100,000 |
Shares of common stock received | ' | ' | ' | ' | ' | 3,214,366 |
Value of common stock received | ' | ' | ' | ' | ' | 32,114 |
Forfeited shares returned to the Company | ' | ' | ' | ' | ' | 50.00% |
Additional shares of common stock issued | ' | ' | ' | ' | 5,911,634 | ' |
Fair value of common stock issued | ' | ' | ' | ' | 59,116 | ' |
Consulting agreement with Steve Staehr | ' | ' | ' | ' | ' | ' |
Shares of common stock received | ' | ' | ' | 30,000 | ' | ' |
Additional shares of common stock issued | ' | ' | 30,000 | ' | ' | ' |
Fair value of common stock issued | ' | ' | ' | $67,500 | ' | ' |
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 | |
Total | |||||
Future minimum lease payments | $13,860 | $23,760 | $23,760 | $15,840 | $77,220 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 44 Months Ended | ||
Dec. 31, 2015 | Apr. 17, 2013 | 2-May-12 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Length of lease agreement | '39 months | ' | ' |
Monthly base rent in lease agreement | $750 | ' | ' |
Maintenance and HVAC charges | 1,230 | ' | ' |
Security deposit | ' | ' | 2,186 |
Alleged amount that DB owes Plaintiff for accounts to be paid under funding agreement | ' | $92,325 | ' |
SUBSEQUENT_EVENTS_Annual_base_
SUBSEQUENT EVENTS - Annual base salary of Chief Executive Officer (Details) (CEO Salary Information, USD $) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CEO Salary Information | ' | ' | ' | ' | ' | ' |
Annual base salary | ' | $550,000 | $450,000 | $375,000 | $300,000 | $240,000 |
Annual equity compensation | ' | 850,000 | 700,000 | 575,000 | 500,000 | 450,000 |
Percentage of increase per year from prior year's base salary, 2018 and thereafter | 20.00% | ' | ' | ' | ' | ' |
SUBSEQUENT_EVENTS_Schedule_of_
SUBSEQUENT EVENTS - Schedule of performance-based bonuses for CEO (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Gross Sales Per Year: $1.0M - $2.0M | ' |
Bonus amount | $50,000 |
Gross Sales Per Year: $2.0M - $4.0M | ' |
Bonus amount | 200,000 |
Gross Sales Per Year: $4.0M - $6.0M | ' |
Bonus amount | 250,000 |
Gross Sales Per Year: $6.0M - $10.0M | ' |
Bonus amount | $500,000 |
Gross Sales Per Year: More than $20.0M | ' |
Bonus amount, percentage of gross sales | 5.00% |
SUBSEQUENT_EVENTS_Annual_base_1
SUBSEQUENT EVENTS - Annual base salary of President (Details) (President Salary Information, USD $) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
President Salary Information | ' | ' | ' | ' | ' | ' |
Annual base salary | ' | $270,000 | $225,000 | $185,000 | $150,000 | $135,000 |
Annual equity compensation | ' | 550,000 | 450,000 | 325,000 | 275,000 | 250,000 |
Percentage of increase per year from prior year's base salary, 2018 and thereafter | 10.00% | ' | ' | ' | ' | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Mar. 04, 2014 | Feb. 28, 2014 | Feb. 06, 2014 | Jan. 13, 2014 | Jan. 01, 2014 | |
Subsequent Events [Abstract] | ' | ' | ' | ' | ' | ' |
Shares of common stock issued to officer for three month consulting agreement | ' | ' | ' | ' | ' | 30,000 |
CEO employment agreement term | '5 years | ' | ' | ' | ' | ' |
CEO annual automobile allowance | $18,000 | ' | ' | ' | ' | ' |
CEO annual fuel allowance | 3,600 | ' | ' | ' | ' | ' |
CEO annual health insurance allowance | 4,200 | ' | ' | ' | ' | ' |
President employment agreement term | '5 years | ' | ' | ' | ' | ' |
Shares of common stock issued relating to an independent contractor agreement | ' | ' | ' | ' | 6,000 | ' |
Accounts payable settled for common stock and cash exchange, amount of debt | ' | ' | ' | 7,500 | ' | ' |
Accounts payable settled for common stock and cash exchange, shares exchanged | ' | ' | ' | 2,500 | ' | ' |
Accounts payable settled for common stock and cash exchange, cash exchanged | ' | ' | ' | 5,000 | ' | ' |
Shares of common stock issued for one year consulting agreement | ' | ' | 25,000 | ' | ' | ' |
Value of executed unsecured promissory note | ' | 150,000 | ' | ' | ' | ' |
Promissory note interest rate | ' | 8.00% | ' | ' | ' | ' |
Exercisable warrants granted | ' | 52,500 | ' | ' | ' | ' |
Exercise price of warrants | ' | $1 | ' | ' | ' | ' |