Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Apr. 04, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Health-Right Discoveries, Inc. | |
Entity Central Index Key | 1,537,663 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 17,533,332 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 18,373 | $ 1,957 |
Inventories | 2,269 | |
Total Current Assets | 18,373 | 4,226 |
TOTAL ASSETS | 18,373 | 4,226 |
CURRENT LIABILITIES: | ||
Credit card payable | 7,222 | |
Loans payable - related parties | 193,662 | 126,845 |
Accrued interest - related parties | 1,813 | |
Salaries payable - related party | 169,000 | 130,000 |
Other Current Liability | 25,261 | 3,546 |
Total Current Liabilities | 387,923 | 269,426 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred Stock, .001 par value, 5,000,000 shares authorized No shares issued and outstanding December 31, 2016 and 2015 | ||
Common Stock, .001 par value, 100,000,000 shares authorized 17,533,332 and 17,133,332 shares issued and outstanding December 31, 2016 and 2015, respectively | 17,533 | 17,133 |
Additional Paid in Capital | 589,717 | 550,117 |
Accumulated Deficiency | (976,800) | (832,450) |
TOTAL STOCKHOLDERS' DEFICIENCY | (369,550) | (265,200) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 18,373 | $ 4,226 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 5,000,000 | 5,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 100,000,000 | 100,000,000 |
Common Stock, issued | 17,533,332 | 17,133,332 |
Common Stock, outstanding | 17,533,332 | 17,133,332 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Sales | $ 8,959 | $ 22,875 |
Cost of Sales | 3,251 | 6,396 |
Gross Profit | 5,708 | 16,479 |
COSTS AND EXPENSES: | ||
General and administrative | 142,573 | 77,206 |
Interest expense - related parties | 6,071 | 6,162 |
Other | 1,414 | |
Total Cost and expenses | 150,058 | 83,368 |
Loss before income tax provision | (144,350) | (66,889) |
Income tax provision | ||
NET LOSS | $ (144,350) | $ (66,889) |
Loss per common share (in dollars per share) | $ (0.01) | $ 0 |
Weighted average common shares outstanding (in shares) | 17,532,236 | 17,131,107 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (144,350) | $ (66,889) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 40,000 | 1,000 |
Accrued salary to related party | 39,000 | 52,000 |
Accrued interest to related parties | 6,071 | |
Settlement of notes payable | (11,950) | |
Changes in operating assets and liabilities | ||
Inventories | 2,269 | (1,056) |
Credit card payable | (7,222) | (1,473) |
Accrued interest | (1,813) | (3,064) |
Accrued expenses | 21,715 | 46 |
NET CASH USED IN OPERATING ACTIVITIES | (44,330) | (31,386) |
FINANCING ACTIVITIES: | ||
Proceeds of loan from related parties | 60,746 | 57,500 |
Repayment of related party loan | (24,766) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 60,746 | 32,734 |
INCREASE (DECREASE) IN CASH | 16,416 | 1,348 |
CASH - BEGINNING OF YEAR | 1,957 | 609 |
CASH - END OF YEAR | $ 18,373 | $ 1,957 |
STATEMENT OF STOCKHOLDERS_ DEFI
STATEMENT OF STOCKHOLDERS’ DEFICIENCY - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
BALANCE, BEGINNING | $ 17,133 | $ 17,123 |
BALANCE, BEGINNING (in shares) | 17,133,332 | 17,123,332 |
Common stock issued in private placement | ||
Common stock issued in private placement (in shares) | ||
Common stock issued for services | $ 400 | $ 10 |
Common stock issued for services (in shares) | 400,000 | 10,000 |
BALANCE, ENDING | $ 17,533 | $ 17,133 |
BALANCE, ENDING (in shares) | 17,533,332 | 17,133,332 |
Additional Paid-In Capital | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
BALANCE, BEGINNING | $ 550,117 | $ 549,127 |
Common stock issued in private placement | ||
Common stock issued for services | 39,600 | 990 |
BALANCE, ENDING | 589,717 | 550,117 |
Accumulated Deficit | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
BALANCE, BEGINNING | (832,450) | (765,561) |
Net loss | (144,350) | (66,889) |
BALANCE, ENDING | (976,800) | (832,450) |
BALANCE, BEGINNING | (265,200) | (199,311) |
Common stock issued in private placement | ||
Common stock issued for services | $ 40,000 | $ 1,000 |
Common stock issued for services (in shares) | 400,000 | 10,000 |
Net loss | $ (144,350) | $ (66,889) |
BALANCE, ENDING | $ (369,550) | $ (265,200) |
Business
Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | NOTE 1 – Business Health-Right Discoveries, Inc. (the “Company”) was formed under the laws of the State of Florida on October 12, 2011 under the name Four Plex Partners, Inc. The company changed its name to Health-Right Discoveries, Inc. on March 22, 2012. The Company is a natural biotech company that seeks to combine science and nutrition to develop branded ingredients, formulations and products that seek to provide a better quality of life for consumers who primarily suffer from stress-induced viruses and diseases. The Company developed a formulation platform by utilizing and scientifically combining various natural ingredients to help positively influence the interrelationship between stress and the immune system. The Company initially applied the formulation platform to Advanced H-Plex Defense Formula 11, its first product (“H-Plex Defense”), an all-natural dietary supplement whose formulation sought to address less than optimal nutrition and nutritional deficiencies to aid persons afflicted with Herpes Simplex Virus 1. Despite test marketing H-Plex Defense through the end of 2014 and positive customer feedback, HRD has been unable to raise sufficient capital to complete development of and commercialize H-Plex Defense. Accordingly, during 2016, the Company shifted its focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields. However, the Company has not entered into any agreement with respect to any specific. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. During the year ended December 31, 2016 and 2015, the Company recorded a loss of $0 and $0, respectively due to management’s estimation of obsolete inventory. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company does not have any assets or liabilities measured at fair value on a recurring basis. Stock-based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, the fair value of the award is calculated on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for common shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. Advertising Advertising and marketing expenses are charged to operations as incurred. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues since inception. The Company has sustained losses since inception, and has a stockholders’ deficiency of $369,550 at December 31, 2016. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. During 2016, the Company shifted its focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields. However, the Company has not entered into any agreement with respect to any specific acquisition. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
STOCKHOLDERS' DEFICIENCY | |
Stockholders' Equity | NOTE 4 – Stockholders’ Equity The Company has authorized 100,000,000 shares of common stock $.001 par value and 5,000,000 shares of preferred stock $.001 par value. During the year ended December 31, 2015, the Company issued 10,000 shares of common stock for services rendered which were valued at $1,000. The Company valued these shares based on the per share price in which unaffiliated investors purchased shares of common stock in the private placement referred to above. During the year ended December 31, 2016, the Company issued 400,000 shares of common stock for services rendered which were valued at $40,000. The Company valued these shares based on the per share price in which unaffiliated investors purchased shares of common stock in the private placement referred to above. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party | NOTE 5 – Related Parties Since inception a founder and director (“director”) of the Company has advanced money to help fund the Company’s operations. During the years ended December 31, 2016 and 2015 the director advanced amounts aggregating $2,500 and $7,500, respectively. These borrowing bear interest at 3% per annum with no maturity date. During the years ended December 31, 2016 and 2015 interest expense on these borrowings aggregated $1,677 and $997, respectively. As of December 31, 2016 and 2015, the balance due was $31,312 and $29,567 including accrued interest. The Company has a secured promissory note with a founder and director (“director”) of the Company. These borrowings bear interest at 3% per annum with no maturity date. During the years ended December 31, 2016 and 2015 interest expense on these borrowings aggregated $451 and $0, respectively. As of December 31, 2016 and 2015, the balance due was $15,451 and 15,000 including accrued interest. Effective July 30, 2015 the Company entered into a secured future advance promissory note with the director referred to above for a total amount of $75,000. During the year ended December 31, 2015 the Company borrowed $50,000 in regards to this note. The note bears interest at 7.5% per annum and matured on July 31, 2016 and has been extended until July 31, 2017. Interest expense on this note aggregated $1,269 for the year ended December 31, 2015. The balance on this note at December 31, 2015 was $51,269 including accrued interest. During the year ended December 31, 2016 the Company borrowed $25,000 in regards to this note. The note bears interest at 7.5% per annum and matured on July 31, 2016. Interest expense on this note aggregated $6,711 for the year ended December 31, 2016. The balance on this note at December 31, 2016 was $81,711 including accrued interest. Since inception the Company’s President and Director (“President”) has advanced money to help fund the Company’s operations. During the years ended December 31, 2016 and 2015 the president advanced amounts aggregating $3,050 and $0, respectively. These borrowings bear interest at 3% per annum with no maturity date. During the years ended December 31, 2016 and 2015 interest expense on these borrowings aggregated $30 and $0, respectively. As of December 31, 2016 and 2015 the balance due was $3,080 and $0 including accrued interest . Since inception the Company’s President and Director (“President”) has advanced money to fund the Company’s operations. In 2013, the President converted certain advances and accrued salary into a secured demand promissory note. These borrowings bear interest at 3% per annum with no maturity date. The balance for the year ended December 31, 2016 and 2015 was $30,903 and $30,000, respectively, and is subordinated to the future advance promissory note issued to the director. The Company’s President has made loans to the Company through direct charges on his credit card to pay for working capital purposes. The balance of this loan at December 31, 2016 and 2015 was $31,205 and $1,009 respectively. The founder is charging the Company 0% interest on the unpaid monthly balances The Company’s board of directors approved a salary to the Company’s president in the amount of $52,000 per annum plus a car allowance of $600 per month. As of December 31, 2016 and 2015 the amount unpaid and accrued amount aggregated $169,000 and $130,000, respectively, Effective in August 2013, the president waived his car allowance which amount has not been accrued since that date. The president resumed his car allowance in July of 2015 and is owed $600 as of December 31, 2016. |
Note payable
Note payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note payable | NOTE 6 – Note payable On January 10, 2014, the Company entered into a note payable in the amount of $15,000 to an unrelated party, for services rendered to the Company, that bears interest at 3% per annum and is payable upon a funding event of at least $50,000 to the Company or 9 months after the date of issuance, whichever comes first. The Company and the lender agreed to cancel the note payable and settled the amount owed for $3,500, which is included in other current liabilities on the accompanying balance sheet. |
Credit card payable
Credit card payable | 12 Months Ended |
Dec. 31, 2016 | |
Credit Card Payable | |
Credit card payable | NOTE 7 – Credit card payable The Company utilizes a credit card for working capital purposes. The card has a credit limit of $9,000, $0 and $7,222 outstanding at December 31, 2016 and 2015, respectively and bears interest at 16.49%. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – Income Taxes The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the years ended December 31, 2016 and 2015 to the Company’s effective tax rate is as follows: Year Ended December 31, 2016 December 31, 2015 U.S. federal statutory rate (34 )% (34 )% State income tax, net of federal benefit (6 )% (6 )% Change in valuation allowance (40 )% (40 )% Income Tax provision (benefit) 0 % 0 % The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2016 and 2015 are as follows: Year Ended December 31, 2016 December 31, 2015 Deferred Tax Assets Net operating losses $ 390,000 $ 333,000 Less: Valuation allowance (390,000 ) (333,000 ) $ - $ - As of December 31, 2016, the Company had approximately $976,800 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2031. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. The Company files U.S. federal and state of Florida tax returns that are subject to audit by tax authorities beginning with the year ended December 31, 2013. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent events | NOTE 9 – Subsequent events Management has evaluated subsequent events through, the date which the financial statements were available to be issued. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. |
Cash | Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. |
Inventories | Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company's statements of operations. During the year ended December 31, 2016 and 2015, the Company recorded a loss of $0 and $0, respectively due to management’s estimation of obsolete inventory. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company does not have any assets or liabilities measured at fair value on a recurring basis. |
Stock-based compensation | Stock-based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, the fair value of the award is calculated on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for common shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. |
Advertising | Advertising Advertising and marketing expenses are charged to operations as incurred. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the years ended December 31, 2016 and 2015 to the Company’s effective tax rate is as follows: Year Ended December 31, 2016 December 31, 2015 U.S. federal statutory rate (34 )% (34 )% State income tax, net of federal benefit (6 )% (6 )% Change in valuation allowance (40 )% (40 )% Income Tax provision (benefit) 0 % 0 % |
Schedule of Deferred Tax Liabilities | The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2016 and 2015 are as follows: Year Ended December 31, 2016 December 31, 2015 Deferred Tax Assets Net operating losses $ 390,000 $ 333,000 Less: Valuation allowance (390,000 ) (333,000 ) $ - $ - |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Obsolete inventory | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stockholders' deficiency | $ 369,550 | $ 265,200 | $ 199,311 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
STOCKHOLDERS' DEFICIENCY | ||
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Number of share issued for services rendered | 400,000 | 10,000 |
Value of share issued for services rendered | $ 40,000 | $ 1,000 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2016 | |
Interest expense | $ 6,071 | $ 6,162 | |
Salary to officer per month | 39,000 | 52,000 | |
Mr. David Hopkins [Member] | |||
Amount of debt outstanding | 600 | ||
Salary to officer per month | 52,000 | ||
Car allowance per month | 600 | ||
Unpaid compensation expenses to officers | 169,000 | ||
Secured Future Advance Promissory Note [Member] | Mr. James. Pande [Member] | |||
Face amount | $ 75,000 | ||
Amount of debt outstanding | $ 50,000 | ||
Borrowing bear interest rate | 7.50% | ||
Maturity date | Jul. 31, 2016 | ||
Interest expense | 1,269 | ||
Outstanding amount | $ 51,269 | ||
Direct Charges Loan [Member] | Mr. David Hopkins [Member] | |||
Amount of debt outstanding | $ 31,205 | 1,009 | |
Borrowing bear interest rate | 0.00% | ||
Secured Demand Promissory Note [Member] | Mr. James. Pande [Member] | |||
Payments for advance | $ 2,500 | $ 7,500 | |
Borrowing bear interest rate | 3.00% | 3.00% | |
Interest expense | $ 1,677 | $ 997 | |
Outstanding amount | 31,312 | 29,567 | |
Secured Demand Promissory Note [Member] | Mr. David Hopkins [Member] | |||
Amount of debt outstanding | $ 30,903 | $ 30,000 | |
Borrowing bear interest rate | 3.00% | 3.00% | |
Secured Promissory [Member] | Mr. James. Pande [Member] | |||
Amount of debt outstanding | $ 15,451 | $ 15,000 | |
Borrowing bear interest rate | 3.00% | 3.00% | |
Interest expense | $ 451 | $ 0 | |
Secured Demand Promissory Note [Member] | Mr. David Hopkins [Member] | |||
Face amount | $ 25,000 | ||
Borrowing bear interest rate | 7.50% | ||
Maturity date | Jul. 31, 2016 | ||
Interest expense | $ 6,711 | ||
Outstanding amount | 81,711 | ||
Secured Demand Promissory Note [Member] | Mr. David Hopkins [Member] | |||
Payments for advance | $ 3,050 | $ 0 | |
Borrowing bear interest rate | 3.00% | 3.00% | |
Interest expense | $ 30 | $ 0 | |
Outstanding amount | $ 3,080 | $ 0 |
Note payable (Details Narrative
Note payable (Details Narrative) - Notes Payable To Unrelated Party [Member] | Jan. 10, 2014USD ($) |
Face amount | $ 15,000 |
Interest rate | 3.00% |
Description of payment terms | Payable upon a funding event of at least $50,000 to the Company or 9 months after the date of issuance, whichever comes first. |
Settlement amount | $ 3,500 |
Credit card payable (Details Na
Credit card payable (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Credit Card Payable | ||
Credit card maximum limit | $ 9,000 | $ 9,000 |
Credit card outstanding | $ 0 | $ 7,222 |
Interest rate of credit card | 16.49% | 16.49% |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | (34.00%) | (34.00%) |
State income tax, net of federal benefit | (6.00%) | (6.00%) |
Change in valuation allowance | (40.00%) | (40.00%) |
Income Tax provision (benefit) | 0.00% | 0.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Net operating losses | $ 390,000 | $ 333,000 |
Less: Valuation allowance | (390,000) | (333,000) |
Total net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 34.00% | 34.00% |
Federal and state net operating loss carryovers | $ 976,800 | |
Expiration date | 2,031 | |
Description of utilization of NOLs | Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. |