Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Aug. 31, 2014 | Oct. 14, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'AVALANCHE INTERNATIONAL, CORP. | ' |
Entity Central Index Key | '0001537169 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Aug-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--11-30 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 5,108,400 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Aug. 31, 2014 | Nov. 30, 2013 |
Current assets | ' | ' |
Cash | $12,168 | ' |
Accounts receivable | 154 | ' |
Inventory | 13,180 | ' |
Total current assets | 25,502 | ' |
Product license | 15,750 | ' |
Total assets | 41,252 | ' |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 104,133 | 3,520 |
Loans from related party | ' | 14,107 |
Other liabilities | 2,641 | ' |
Due to officer | 2,130 | ' |
Accrued officer compensation | 1,860 | ' |
Total current liabilities | 110,764 | 17,627 |
Total liabilities | 110,764 | 17,627 |
Stockholders Equity (Deficit) | ' | ' |
Preferred stock, 40.001 par value, 10,000,000 shares authorized; 5,092,400 and 5,070,000 shares issued and outstanding, respectively | 12 | ' |
Common stock value, $0.001 par value; 75,000,000 shares authorized; 5,092,400 and 5,070,000 shares issued and outstanding, respectively | 5,092 | 5,070 |
Additional paid-in capital | 128,499 | 18,330 |
Accumulated deficit | -203,115 | -41,027 |
Total stockholders equity (deficit) | -69,512 | -17,627 |
Total liabilities and stockholders equity (deficit) | $41,252 | ' |
BALANCE_SHEETS_parenthetical
BALANCE SHEETS (parenthetical) (USD $) | Aug. 31, 2014 | Nov. 30, 2013 |
Balance Sheet Related Disclosures [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, share authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued and outstanding | 12,000 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued and outstanding | 5,092,400 | 5,070,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $6,431 | ' | $10,172 | ' |
Cost of revenue | 1,098 | ' | 3,279 | ' |
Gross margin | 5,333 | ' | 6,893 | ' |
Operating Expenses | ' | ' | ' | ' |
Advertising and marketing | 61,193 | ' | 61,193 | ' |
Professional fees | 16,424 | 2,293 | 28,617 | 11,415 |
Officer compensation | 18,360 | ' | 18,360 | ' |
General and administrative | 36,122 | 426 | 60,811 | 5,135 |
Total operating expense | 132,099 | 2,719 | 168,981 | 16,550 |
Net (loss) from operations | -126,766 | -2,719 | -162,088 | -16,550 |
Loss before income tax | -126,766 | -2,719 | -162,088 | -16,550 |
Provision for income taxes | ' | ' | ' | ' |
Net (loss) | ($126,766) | ($2,719) | ($162,088) | ($16,550) |
Loss per common share - Basic and diluted | ($0.02) | $0 | ($0.03) | $0 |
Weighted average common shares outstanding - Basic and diluted | 5,075,478 | 253,500 | 5,071,839 | 2,535,000 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
Cash Flows from Operating Activities | ' | ' |
Net loss | ($162,088) | ($16,550) |
Changes in operating assets and liabilities: | ' | ' |
(Increase) in accounts receivable | -154 | ' |
(Decrease) in prepaid expenses | ' | 3,333 |
(Increase) in inventory | -13,180 | ' |
(Increase) in product license | -15,750 | ' |
Increase in accounts payable and accrued expense | 108,709 | 3,609 |
Increase in other liabilities | 4,771 | ' |
Increase in accrued compensation | 1,860 | ' |
Net cash used in operating activities | -75,832 | -9,608 |
Cash Flows from Financing Activities | ' | ' |
Proceeds from related party note | ' | 9,608 |
Proceeds from issuance of preferred stock | 60,000 | ' |
Proceeds from issuance of common stock | 28,000 | ' |
Net cash provided by financing activities | 88,000 | 9,608 |
Increase in cash | 12,168 | ' |
Cash, beginning of the period | ' | ' |
Cash, end of the period | 12,168 | ' |
Supplemental Disclosures | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for income tax | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||
Aug. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
Organization and business operations | |||
Avalanche International, Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on April 14, 2011. The company had plans to distribute crystallized glass tile in the North American markets to wholesale customers. On May 14, 2014, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our sole officer and director, John Pulos. Pursuant to the Agreement, the Company transferred all assets to Mr. Pulos. In exchange for this assignment of assets, Mr. Pulos agreed to assume and cancel all liabilities due to him. In conjunction with the change in management it was decided to abandon this line of business and become a holding company with operations at the subsidiary levels only. The Company formed its first wholly owned subsidiary, Smith and Ramsay Brands, LLC (SRB), on May 19, 2014. The Company acquired certain intellectual property, knowhow, product, name license and other capabilities from Smith and Ramsay, LLC, a Nevada company. Smith and Ramsay is a manufacturer and distributor of eLiquids for the burgeoning eVapor or "Vape" marketplace. "Vape" is the common term used to refer to the use of vaporizers by consumers which has grown out of the increasing popular use of electronic cigarettes and other devices as an alternative to traditional tobacco products including cigarettes. The eVapor marketplace has been rapidly expanding over the past 5 years. | |||
SRB manufactures its signature brand of eLiquid, Smith and Ramsay, a line that features all natural flavors that are produced in the United States. The Company’s goal is to maintain a high standard of quality and to insure the production and warehouse environments, processes and procedures continue to meet or exceed guidelines of the FDA, and are in line with ISO and cGMP standards. | |||
Basis of Presentation | |||
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments necessary in order for the financial statements to not be misleading have been reflected herein. Operating results for the interim period ended August 31, 2014 are not necessarily indicative of the results that can be expected for the full year. The Company has adopted a November 30 year end. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature. | |||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of Avalanche International, Corp. and its wholly-owned subsidiary Smith and Ramsay Brands, LLC. All significant intercompany accounts and transactions have been eliminated. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. There were no cash equivalents as of August 31, 2014 and November 30, 2013. | |||
Inventories | |||
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs. As of August 31, 2014 inventory consists of 6,468 of the Company’s 15ml vape liquid bottles and $2,184 of accessories. | |||
Fair Value of Financial instruments | |||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, inventory, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | |||
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | |||
· | Level 1. Observable inputs such as quoted prices in active markets; | ||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | ||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
As of August 31, 2014, the company had no assets or liabilities that would be considered level 1, 2 or 3. | |||
Revenue Recognition | |||
Sales of products and related costs of products sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | |||
Income Taxes | |||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at August 31, 2014. | |||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | |||
Basic and diluted net loss per share | |||
The Company computes net loss per share of common stock in accordance with FASB ASC 260, Earnings per Share (“FASB ASC 260”). Under the provisions of FASB ASC 260, basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants and the conversion of convertible promissory notes. There were no such common stock equivalents outstanding as of August 31, 2014 and 2013. | |||
Recent Accounting Pronouncements | |||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
GOING_CONCERN
GOING CONCERN | 9 Months Ended |
Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GOING CONCERN | ' |
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of $203,115 as of August 31, 2014 and a net loss of $162,088 for the nine months ended August 31, 2014, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. |
PRODUCT_LICENSE
PRODUCT LICENSE | 9 Months Ended |
Aug. 31, 2014 | |
Notes to Financial Statements | ' |
PRODUCT LICENSE | ' |
The Company licenses certain intellectual property, knowhow, product and capability from Smith and Ramsay, LLC, a Nevada company. Currently the Company is paying a minimum per bottle licensing fee of $4,500 per month for the perpetual licensing rights, recipes, industry advice, brand and company names, etc., for the first year pending the final approval of the per bottle fee agreement. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
As of November 30, 2013, the Company owed the former Director $14,107. The loan was non-interest bearing, due upon demand and unsecured. Per the terms of the May 14, 2014 Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations this loaned was credited to additional paid in capital. | |
As of August 31, 2014, the Company owed its new CEO $2,130 for expense reimbursement. The amount due for expense reimbursement is non-interest bearing, due upon demand and unsecured. |
OTHER_LIABILITIES
OTHER LIABILITIES | 9 Months Ended |
Aug. 31, 2014 | |
Other Liabilities Disclosure [Abstract] | ' |
OTHER LIABILITIES | ' |
As of August 31, 2014, the Company owed $1,500 to a third party for a short term advance to the Company and $1,141 for expense reimbursement. All are non-interest bearing, due upon demand and unsecured. |
COMMON_STOCK
COMMON STOCK | 9 Months Ended |
Aug. 31, 2014 | |
Equity [Abstract] | ' |
COMMON STOCK | ' |
The Company is authorized to issue 75,000,000 common shares with a par value of $0.001 per share. | |
On August 22, 2014, the Company approved a two for one stock split. All shares have been retroactively adjusted to reflect the split. | |
During the quarter ended August 31, 2014, the Company issued 22,400 shares of common stock at a price of $1.25 per share for total cash proceeds of $28,000. |
PREFERRED_STOCK
PREFERRED STOCK | 9 Months Ended |
Aug. 31, 2014 | |
Equity [Abstract] | ' |
PREFERRED STOCK | ' |
The Company is authorized to issue 10,000,000 preferred shares with a par value of $0.001 per share. | |
On July 31, 2014, the Board of Directors designated a series of preferred stock titled Class A Convertible Preferred Stock consisting of 50,000 shares. Each share of Class A Convertible Preferred Stock (“preferred stock”) has a stated value of $5.00 per share. The holders of preferred stock have no voting rights. The holders are entitled to receive cumulative dividends at a rate of 10% of the stated value per annum, payable twice a year, subject to the availability of funds and approval by the Board of Directors. In the discretion of the Board of Directors dividends may be paid with common stock. In the event of liquidation or dissolution of the Company each holder of preferred stock shall be entitled to be paid in cash $5 per share, | |
At any time after August 31, 2015, a holder of preferred stock may, at their option, convert all or a portion of their outstanding shares into common stock on a one for one basis. On February 1, 2016, all issued and outstanding preferred stock shall be automatically converted into shares of common stock. | |
During the quarter ended August 31, 2014, the Company issued 12,000 shares of preferred stock at a price of $5.00 per share for total cash proceeds of $60,000. |
CONSOLIDATION
CONSOLIDATION | 9 Months Ended | ||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
CONSOLIDATION | ' | ||||||||||||||||
The consolidated financial statements include the accounts of Avalanche International, Corp. and its wholly-owned subsidiary Smith and Ramsay Brands, LLC. A separate presentation of each Company as of August 31, 2014 and for the nine months ended August 31, 2014 is as follows. | |||||||||||||||||
Avalanche International, Corp | Smith and Ramsay Brands, LLC | Elimination | Consolidated | ||||||||||||||
Current Assets: | |||||||||||||||||
Cash | $ | 11,626 | $ | 542 | $ | — | $ | 12,168 | |||||||||
Accounts receivable | — | 154 | — | 154 | |||||||||||||
Inventory | — | 13,180 | — | 13,180 | |||||||||||||
Intercompany | 61,308 | — | 61,308 | — | |||||||||||||
Total current assets | 72,934 | 13,876 | 61,308 | 25,502 | |||||||||||||
Product license | .- | 15,750 | — | 15,750 | |||||||||||||
Total assets | $ | 72,934 | $ | 29,626 | $ | 61,308 | $ | 41,252 | |||||||||
Current Liabilities | |||||||||||||||||
Accounts payable and accrued expenses | $ | 42,628 | $ | 61,505 | $ | — | $ | 104,133 | |||||||||
Other liabilities | — | 2,641 | — | 2,641 | |||||||||||||
Due to an officer | — | 2,130 | — | 2,130 | |||||||||||||
Accrued officer compensation | 1,860 | — | — | 1,860 | |||||||||||||
Intercompany | — | 61,308 | 61,308 | — | |||||||||||||
Total current liabilities | 44,488 | 127,584 | 61,308 | 110,764 | |||||||||||||
Total liabilities | 44,488 | 127,584 | 61,308 | 110,764 | |||||||||||||
Stockholders' Equity (Deficit) | |||||||||||||||||
Preferred stock | 12 | — | — | 12 | |||||||||||||
Common stock | 5,092 | — | — | 5,092 | |||||||||||||
Additional paid-in capital | 128,499 | — | — | 128,499 | |||||||||||||
Accumulated deficit | (105,157 | ) | (97,958 | ) | — | (203,115 | ) | ||||||||||
Total stockholders’ equity (deficit) | 28,446 | (97,958 | ) | — | (69,512 | ) | |||||||||||
Total liabilities and stockholders’ equity | $ | 72,934 | $ | 29,626 | $ | 61,308 | $ | 41,252 | |||||||||
Avalanche International, Corp | Smith and Ramsay Brands, LLC | Consolidated | |||||||||||||||
Revenue | $ | — | $ | 10,172 | $ | 10,172 | |||||||||||
Cost of revenue | — | 3,279 | 3,279 | ||||||||||||||
Gross margin | — | 6,893 | 6,893 | ||||||||||||||
Operating Expenses: | |||||||||||||||||
Advertising and marketing | — | 61,193 | 61,193 | ||||||||||||||
Professional fees | 28,617 | — | 28,617 | ||||||||||||||
Officer compensation | 6,360 | 12,000 | 18,360 | ||||||||||||||
General and administrative | 29,154 | 31,657 | 60,811 | ||||||||||||||
Total operating expense | 64,131 | 104,850 | 168,981 | ||||||||||||||
Net (loss) from operations | $ | (64,131 | ) | $ | (97,957 | ) | $ | (162,088 | ) |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2014 through the October 15, 2014 and has determined that it does not have any material subsequent events to disclose in these financial statements except for the following. | |
Subsequent to August 31, 2014 the Company sold 2,000 shares of preferred stock for total cash proceeds of $10,000. | |
Subsequent to August 31, 2014 the Company sold 16,000 shares of common stock for total cash proceeds of $20,000. | |
Subsequent to August 31, 2014 the Company’s Board of Directors approved the launch of a new subsidiary, Puff Systems, which will be dedicated to the manufacturing and distribution of eVapor hardware and accessories. | |
On September 12, 2014, the Company executed a promissory note with Lord Abstract, LLC for $10,000. The Note has a onetime loan fee of $1,000 and is due October 12, 2014. There will be a onetime thirty day grace period due to the nature of the Company’s capital raise. | |
On September 24, 2014, the board of directors appointed Milton C. Ault II, Joshua Smith, and Jeanette Maines to serve as members of our board of directors. In addition, Mr. Ault was appointed to serve as Chairman of the board of directors. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||
Aug. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Organization and Business Operations | ' | ||
Avalanche International, Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on April 14, 2011. The company had plans to distribute crystallized glass tile in the North American markets to wholesale customers. On May 14, 2014, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our sole officer and director, John Pulos. Pursuant to the Agreement, the Company transferred all assets to Mr. Pulos. In exchange for this assignment of assets, Mr. Pulos agreed to assume and cancel all liabilities due to him. In conjunction with the change in management it was decided to abandon this line of business and become a holding company with operations at the subsidiary levels only. The Company formed its first wholly owned subsidiary, Smith and Ramsay Brands, LLC (SRB), on May 19, 2014. The Company acquired certain intellectual property, knowhow, product, name license and other capabilities from Smith and Ramsay, LLC, a Nevada company. Smith and Ramsay is a manufacturer and distributor of eLiquids for the burgeoning eVapor or "Vape" marketplace. "Vape" is the common term used to refer to the use of vaporizers by consumers which has grown out of the increasing popular use of electronic cigarettes and other devices as an alternative to traditional tobacco products including cigarettes. The eVapor marketplace has been rapidly expanding over the past 5 years. | |||
SRB manufactures its signature brand of eLiquid, Smith and Ramsay, a line that features all natural flavors that are produced in the United States. The Company’s goal is to maintain a high standard of quality and to insure the production and warehouse environments, processes and procedures continue to meet or exceed guidelines of the FDA, and are in line with ISO and cGMP standards. | |||
Basis of Presentation | ' | ||
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments necessary in order for the financial statements to not be misleading have been reflected herein. Operating results for the interim period ended August 31, 2014 are not necessarily indicative of the results that can be expected for the full year. The Company has adopted a November 30 year end. | |||
Use of Estimates | ' | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature. | |||
Principles of Consolidation | ' | ||
The consolidated financial statements include the accounts of Avalanche International, Corp. and its wholly-owned subsidiary Smith and Ramsay Brands, LLC. All significant intercompany accounts and transactions have been eliminated. | |||
Cash and Cash Equivalents | ' | ||
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. There were no cash equivalents as of August 31, 2014 and November 30, 2013 | |||
Inventories | ' | ||
Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs. As of August 31, 2014 inventory consists of 6,468 of the Company’s 15ml vape liquid bottles and $2,184 of accessories. | |||
Fair Value of Financial instruments | ' | ||
For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, inventory, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt. | |||
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | |||
· | Level 1. Observable inputs such as quoted prices in active markets; | ||
· | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; | ||
· | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||
As of August 31, 2014, the company had no assets or liabilities that would be considered level 1, 2 or 3. | |||
Revenue Recognition | ' | ||
Sales of products and related costs of products sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products. | |||
Income Taxes | ' | ||
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at August 31, 2014. | |||
The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. | |||
Basic and diluted net loss per share | ' | ||
The Company computes net loss per share of common stock in accordance with FASB ASC 260, Earnings per Share (“FASB ASC 260”). Under the provisions of FASB ASC 260, basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants and the conversion of convertible promissory notes. There were no such common stock equivalents outstanding as of August 31, 2014 and 2013. | |||
Recent Accounting Pronouncements | ' | ||
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued, that might have a material impact on its financial position or results of operations. |
CONSOLIDATION_Tables
CONSOLIDATION (Tables) | 9 Months Ended | ||||||||||||||||
Aug. 31, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
Schedule of Condensed Balance Sheet | ' | ||||||||||||||||
Avalanche International, Corp | Smith and Ramsay Brands, LLC | Elimination | Consolidated | ||||||||||||||
Current Assets: | |||||||||||||||||
Cash | $ | 11,626 | $ | 542 | $ | — | $ | 12,168 | |||||||||
Accounts receivable | — | 154 | — | 154 | |||||||||||||
Inventory | — | 13,180 | — | 13,180 | |||||||||||||
Intercompany | 61,308 | — | 61,308 | — | |||||||||||||
Total current assets | 72,934 | 13,876 | 61,308 | 25,502 | |||||||||||||
Product license | .- | 15,750 | — | 15,750 | |||||||||||||
Total assets | $ | 72,934 | $ | 29,626 | $ | 61,308 | $ | 41,252 | |||||||||
Current Liabilities | |||||||||||||||||
Accounts payable and accrued expenses | $ | 42,628 | $ | 61,505 | $ | — | $ | 104,133 | |||||||||
Other liabilities | — | 2,641 | — | 2,641 | |||||||||||||
Due to an officer | — | 2,130 | — | 2,130 | |||||||||||||
Accrued officer compensation | 1,860 | — | — | 1,860 | |||||||||||||
Intercompany | — | 61,308 | 61,308 | — | |||||||||||||
Total current liabilities | 44,488 | 127,584 | 61,308 | 110,764 | |||||||||||||
Total liabilities | 44,488 | 127,584 | 61,308 | 110,764 | |||||||||||||
Stockholders' Equity (Deficit) | |||||||||||||||||
Preferred stock | 12 | — | — | 12 | |||||||||||||
Common stock | 5,092 | — | — | 5,092 | |||||||||||||
Additional paid-in capital | 128,499 | — | — | 128,499 | |||||||||||||
Accumulated deficit | (105,157 | ) | (97,958 | ) | — | (203,115 | ) | ||||||||||
Total stockholders’ equity (deficit) | 28,446 | (97,958 | ) | — | (69,512 | ) | |||||||||||
Total liabilities and stockholders’ equity | $ | 72,934 | $ | 29,626 | $ | 61,308 | $ | 41,252 | |||||||||
Schedule of Condensed Statement of Operations | ' | ||||||||||||||||
Avalanche International, Corp | Smith and Ramsay Brands, LLC | Consolidated | |||||||||||||||
Revenue | $ | — | $ | 10,172 | $ | 10,172 | |||||||||||
Cost of revenue | — | 3,279 | 3,279 | ||||||||||||||
Gross margin | — | 6,893 | 6,893 | ||||||||||||||
Operating Expenses: | |||||||||||||||||
Advertising and marketing | — | 61,193 | 61,193 | ||||||||||||||
Professional fees | 28,617 | — | 28,617 | ||||||||||||||
Officer compensation | 6,360 | 12,000 | 18,360 | ||||||||||||||
General and administrative | 29,154 | 31,657 | 60,811 | ||||||||||||||
Total operating expense | 64,131 | 104,850 | 168,981 | ||||||||||||||
Net (loss) from operations | $ | (64,131 | ) | $ | (97,957 | ) | $ | (162,088 | ) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 9 Months Ended | |
Aug. 31, 2014 | Nov. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Date of Incorporation | 14-Apr-11 | ' |
Date of Subsidiary Incorporation | 19-May-14 | ' |
Current Fiscal Year End | '--11-30 | ' |
Cash Equivalants | $0 | $0 |
Inventory of Vape Liquid Bottles | 6,468 | ' |
Vape accessories | $2,184 | ' |
GOING_CONCERN_Details_Narrativ
GOING CONCERN (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Nov. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' |
Accumulated deficit | ($203,115) | ' | ($203,115) | ' | ($41,027) |
Net loss | ($126,766) | ($2,719) | ($162,088) | ($16,550) | ' |
PRODUCT_LICENSE_Details_Narrat
PRODUCT LICENSE (Details Narrative) (USD $) | Aug. 31, 2014 |
Notes to Financial Statements | ' |
Monthly licensing fee | $4,500 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Aug. 31, 2014 | Nov. 30, 2013 | Aug. 31, 2014 |
Former Director 2 | CEO | ||
Due to Officer | ' | $14,107 | ' |
Expense reimbursement | $1,141 | ' | $2,130 |
OTHER_LIABILITIES_Details_Narr
OTHER LIABILITIES (Details Narrative) (USD $) | Aug. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ' |
Short term loan | $1,500 |
Expense reimbursement | $1,141 |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) (USD $) | 9 Months Ended | |
Aug. 31, 2014 | Nov. 30, 2013 | |
Equity [Abstract] | ' | ' |
Common stock, Par Value | $0.00 | $0.00 |
Common stock, Shares | 75,000,000 | 75,000,000 |
Common Stock Issued, Shares | 22,400 | ' |
Common Stock Issued, Price Per Share | $1.25 | ' |
Common Stock Issued, Value | $28,000 | ' |
PREFERRED_STOCK_Details_Narrat
PREFERRED STOCK (Details Narrative) (USD $) | 9 Months Ended | |
Aug. 31, 2014 | Nov. 30, 2013 | |
Equity [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, share authorized | 10,000,000 | 10,000,000 |
Preferred stock Class A, shares | 50,000 | ' |
Preferred stock Class A, price per share | $5 | ' |
Preferred stock issued, shares | 12,000 | ' |
Preferred stock issued, price per share | $5 | ' |
Preferred stock, value | $60,000 | ' |
CONSOLIDATION_Schedule_of_Cond
CONSOLIDATION - Schedule of Condensed Balance Sheet (Details) (USD $) | Aug. 31, 2014 | Nov. 30, 2013 | Aug. 31, 2013 | Nov. 30, 2012 |
Current Assets: | ' | ' | ' | ' |
Cash | $12,168 | ' | ' | ' |
Account receivable | 154 | ' | ' | ' |
Inventory | 13,180 | ' | ' | ' |
Total current assets | 25,502 | ' | ' | ' |
Product license | 15,750 | ' | ' | ' |
Total assets | 41,252 | ' | ' | ' |
Current Liabilities | ' | ' | ' | ' |
Accounts payable and accrued expenses | 104,133 | 3,520 | ' | ' |
Other liabilities | 2,641 | ' | ' | ' |
Due to an officer | 2,130 | ' | ' | ' |
Accrued officer compensation | 1,860 | ' | ' | ' |
Total current liabilities | 110,764 | 17,627 | ' | ' |
Total liabilities | 110,764 | 17,627 | ' | ' |
Stockholders Equity (Deficit) | ' | ' | ' | ' |
Preferred stock | 12 | ' | ' | ' |
Common stock | 5,092 | 5,070 | ' | ' |
Additional paid-in capital | 128,499 | 18,330 | ' | ' |
Accumulated deficit | -203,115 | -41,027 | ' | ' |
Total stockholders equity (deficit) | -69,512 | -17,627 | ' | ' |
Total liabilities and stockholders equity | 41,252 | ' | ' | ' |
Avalanche International, Corp | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash | 11,626 | ' | ' | ' |
Account receivable | ' | ' | ' | ' |
Inventory | ' | ' | ' | ' |
Intercompany | 61,308 | ' | ' | ' |
Total current assets | 72,934 | ' | ' | ' |
Product license | ' | ' | ' | ' |
Total assets | 72,934 | ' | ' | ' |
Current Liabilities | ' | ' | ' | ' |
Accounts payable and accrued expenses | 42,628 | ' | ' | ' |
Other liabilities | ' | ' | ' | ' |
Due to an officer | ' | ' | ' | ' |
Accrued officer compensation | 1,860 | ' | ' | ' |
Intercompany | ' | ' | ' | ' |
Total current liabilities | 44,488 | ' | ' | ' |
Total liabilities | 44,488 | ' | ' | ' |
Stockholders Equity (Deficit) | ' | ' | ' | ' |
Preferred stock | 12 | ' | ' | ' |
Common stock | 5,092 | ' | ' | ' |
Additional paid-in capital | 128,499 | ' | ' | ' |
Accumulated deficit | -105,157 | ' | ' | ' |
Total stockholders equity (deficit) | 28,446 | ' | ' | ' |
Total liabilities and stockholders equity | 72,934 | ' | ' | ' |
Smith and Ramsay Brands, L.L.C. | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash | 542 | ' | ' | ' |
Account receivable | 154 | ' | ' | ' |
Inventory | 13,180 | ' | ' | ' |
Intercompany | ' | ' | ' | ' |
Total current assets | 13,876 | ' | ' | ' |
Product license | 15,750 | ' | ' | ' |
Total assets | 29,626 | ' | ' | ' |
Current Liabilities | ' | ' | ' | ' |
Accounts payable and accrued expenses | 61,505 | ' | ' | ' |
Other liabilities | 2,641 | ' | ' | ' |
Due to an officer | 2,130 | ' | ' | ' |
Accrued officer compensation | ' | ' | ' | ' |
Intercompany | 61,308 | ' | ' | ' |
Total current liabilities | 127,584 | ' | ' | ' |
Total liabilities | 127,584 | ' | ' | ' |
Stockholders Equity (Deficit) | ' | ' | ' | ' |
Preferred stock | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | ' | ' | ' | ' |
Accumulated deficit | -97,958 | ' | ' | ' |
Total stockholders equity (deficit) | -97,958 | ' | ' | ' |
Total liabilities and stockholders equity | 29,626 | ' | ' | ' |
Elimination | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash | ' | ' | ' | ' |
Account receivable | ' | ' | ' | ' |
Inventory | ' | ' | ' | ' |
Intercompany | 61,308 | ' | ' | ' |
Total current assets | 61,308 | ' | ' | ' |
Product license | ' | ' | ' | ' |
Total assets | 61,308 | ' | ' | ' |
Current Liabilities | ' | ' | ' | ' |
Accounts payable and accrued expenses | ' | ' | ' | ' |
Other liabilities | ' | ' | ' | ' |
Due to an officer | ' | ' | ' | ' |
Accrued officer compensation | ' | ' | ' | ' |
Intercompany | 61,308 | ' | ' | ' |
Total current liabilities | 61,308 | ' | ' | ' |
Total liabilities | 61,308 | ' | ' | ' |
Stockholders Equity (Deficit) | ' | ' | ' | ' |
Preferred stock | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | ' | ' | ' | ' |
Accumulated deficit | ' | ' | ' | ' |
Total stockholders equity (deficit) | ' | ' | ' | ' |
Total liabilities and stockholders equity | 61,308 | ' | ' | ' |
Consolidated | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' |
Cash | 12,168 | ' | ' | ' |
Account receivable | 154 | ' | ' | ' |
Inventory | 13,180 | ' | ' | ' |
Intercompany | ' | ' | ' | ' |
Total current assets | 25,502 | ' | ' | ' |
Product license | 15,750 | ' | ' | ' |
Total assets | 14,252 | ' | ' | ' |
Current Liabilities | ' | ' | ' | ' |
Accounts payable and accrued expenses | 104,133 | ' | ' | ' |
Other liabilities | 2,641 | ' | ' | ' |
Due to an officer | 2,130 | ' | ' | ' |
Accrued officer compensation | 1,860 | ' | ' | ' |
Intercompany | ' | ' | ' | ' |
Total current liabilities | 110,764 | ' | ' | ' |
Total liabilities | 110,764 | ' | ' | ' |
Stockholders Equity (Deficit) | ' | ' | ' | ' |
Preferred stock | 12 | ' | ' | ' |
Common stock | 5,092 | ' | ' | ' |
Additional paid-in capital | 128,499 | ' | ' | ' |
Accumulated deficit | -203,115 | ' | ' | ' |
Total stockholders equity (deficit) | -69,512 | ' | ' | ' |
Total liabilities and stockholders equity | $41,252 | ' | ' | ' |
CONSOLIDATION_Schedule_of_Cond1
CONSOLIDATION - Schedule of Condensed Statement of Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | |
Revenue | $6,431 | ' | $10,172 | ' |
Cost of revenue | 1,098 | ' | 3,279 | ' |
Gross margin | 5,333 | ' | 6,893 | ' |
Operating Expenses: | ' | ' | ' | ' |
Advertising and marketing | 61,193 | ' | 61,193 | ' |
Professional fees | 16,424 | 2,293 | 28,617 | 11,415 |
Officer compensation | 18,360 | ' | 18,360 | ' |
General and administrative | 36,122 | 426 | 60,811 | 5,135 |
Total operating expense | 132,099 | 2,719 | 168,981 | 16,550 |
Net (loss) from operations | -126,766 | -2,719 | -162,088 | -16,550 |
Avalanche International, Corp | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Cost of revenue | ' | ' | ' | ' |
Gross margin | ' | ' | ' | ' |
Operating Expenses: | ' | ' | ' | ' |
Advertising and marketing | ' | ' | ' | ' |
Professional fees | ' | ' | 28,617 | ' |
Officer compensation | ' | ' | 6,360 | ' |
General and administrative | ' | ' | 29,154 | ' |
Total operating expense | ' | ' | 64,131 | ' |
Net (loss) from operations | ' | ' | -64,131 | ' |
Smith and Ramsay Brands, L.L.C. | ' | ' | ' | ' |
Revenue | ' | ' | 10,172 | ' |
Cost of revenue | ' | ' | 3,279 | ' |
Gross margin | ' | ' | 6,893 | ' |
Operating Expenses: | ' | ' | ' | ' |
Advertising and marketing | ' | ' | 61,193 | ' |
Professional fees | ' | ' | ' | ' |
Officer compensation | ' | ' | 12,000 | ' |
General and administrative | ' | ' | 31,657 | ' |
Total operating expense | ' | ' | 104,850 | ' |
Net (loss) from operations | ' | ' | -97,957 | ' |
Consolidated | ' | ' | ' | ' |
Revenue | ' | ' | 10,172 | ' |
Cost of revenue | ' | ' | 3,279 | ' |
Gross margin | ' | ' | 6,893 | ' |
Operating Expenses: | ' | ' | ' | ' |
Advertising and marketing | ' | ' | 61,193 | ' |
Professional fees | ' | ' | 28,617 | ' |
Officer compensation | ' | ' | 18,630 | ' |
General and administrative | ' | ' | 60,811 | ' |
Total operating expense | ' | ' | 168,981 | ' |
Net (loss) from operations | ' | ' | ($162,088) | ' |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 9 Months Ended |
Aug. 31, 2014 | |
Preferred stock issued, shares | 12,000 |
Preferred stock, value | $60,000 |
Common Stock Issued, Shares | 22,400 |
Common Stock Issued, Value | 28,000 |
Promissory note | 10,000 |
Loan fee | 1,000 |
Promissory note due | 12-Oct-14 |
Preferred Stock | ' |
Preferred stock issued, shares | 2,000 |
Preferred stock, value | 10,000 |
Common Stock | ' |
Common Stock Issued, Shares | 16,000 |
Common Stock Issued, Value | $200,000 |