Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | May. 23, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Microlin Bio, Inc | ||
Entity Central Index Key | 1,547,530 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 20,380,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 97 | $ 1,935 |
Accounts receivable | 1,200 | |
Total current assets | $ 97 | 3,135 |
TOTAL ASSETS | 97 | 3,135 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 60,931 | 11,120 |
Convertible note payable - related party | 18,868 | $ 9,475 |
Due to officer | 8,438 | |
Convertible note payable, net of discount | 23,423 | $ 22,503 |
Total current liabilities | 111,660 | 43,098 |
TOTAL LIABILITIES | $ 111,660 | $ 43,098 |
Commitments and contingencies | ||
STOCKHOLDERS DEFICIT | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, 0 issued and outstanding at September 30, 2015 and December 31, 2014 | ||
Common stock, $0.001 par value; 90,000,000 shares authorized 9,100,000 issued and outstanding at September 30, 2015 and December 31, 2014 | $ 9,100 | $ 9,100 |
Stock payable | 32,100 | 32,100 |
Additional paid-in capital | 269,887 | 261,137 |
Accumulated deficit | (422,650) | (342,300) |
Total stockholders deficit | (111,563) | (39,963) |
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $ 97 | $ 3,135 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 9,100,000 | 9,100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUES | $ 1,800 | $ 8,475 |
COST OF REVENUE | 2,300 | |
GROSS PROFIT | (500) | $ 8,475 |
OPERATING EXPENSES | ||
Licenses and fees | 2,122 | 3,781 |
Professional fees | 27,880 | $ 23,102 |
Cost of spin-off of Lucky Realty | 38,500 | |
General and administrative | 885 | $ 190,607 |
Total Operating Expenses | 69,387 | 217,490 |
LOSS FROM OPERATIONS | $ (69,887) | (209,015) |
OTHER INCOME (EXPENSE) | ||
Forgiveness of debt | 125,000 | |
Interest (expense) | $ (10,313) | (139,616) |
Total Other Income (Expense) | (10,313) | (14,616) |
LOSS BEFORE TAXES | $ (80,200) | $ (223,631) |
PROVISION (BENEFIT) FOR INCOME TAXES | ||
NET LOSS | $ (80,200) | $ (223,631) |
Basic and Diluted Loss Per Share | $ (0.01) | $ (0.02) |
Weighted Average Number of Shares Outstanding | 9,100,000 | 9,100,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Stock Payable | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2013 | 9,100,000 | ||||
Beginning balance, amount at Dec. 31, 2013 | $ 9,100 | $ 163,153 | $ (188,669) | $ 53,584 | |
Stock payable | $ 32,100 | ||||
Issuance of convertible notes payable | $ (48,515) | $ (48,515) | |||
Shares issued with convertible debt, shares | 60,000 | 60,000 | |||
Shares issued with convertible debt, amount | $ 60 | 3,540 | $ 3,600 | ||
Repurchase of stock, shares | (2,525,000) | 2,525,000 | |||
Repurchase of stock, amount | $ (2,525) | (2,476) | $ (5,001) | ||
Shares issued for services, shares | 2,465,000 | 2,465,000 | |||
Shares issued for services, amount | $ 2,465 | $ 145,435 | $ 147,900 | ||
Disposal of subsidiary | |||||
Net loss | $ (223,631) | $ (223,631) | |||
Ending balance, shares at Dec. 31, 2014 | 9,100,000 | ||||
Ending balance, amount at Dec. 31, 2014 | $ 9,100 | $ 261,137 | $ 32,100 | $ (223,631) | $ (39,963) |
Shares issued with convertible debt, amount | |||||
Repurchase of stock, amount | |||||
Beneficial conversion - convertible debt | $ 8,750 | $ 8,750 | |||
Disposal of subsidiary | $ (150) | 150 | |||
Net loss | (80,200) | (80,200) | |||
Ending balance, shares at Sep. 30, 2015 | 9,100,000 | ||||
Ending balance, amount at Sep. 30, 2015 | $ 9,100 | $ 269,887 | $ 32,100 | $ (422,650) | $ (111,563) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (80,200) | $ (223,631) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense | $ 8,750 | 31,978 |
Forgiveness of debt | (125,000) | |
Shares issued for conversion of debt | 3,600 | |
Shares issued for services | 180,000 | |
Repurchase of common stock | 8,256 | |
Changes in assets and liabilities: | ||
Accounts receivable | $ 1,200 | (1,200) |
Prepaid expense | 93,750 | |
Accounts payable and accrued liabilites | $ 51,374 | (5,279) |
Net cash used in operating activities | (18,876) | $ (37,526) |
Cash flows from investing activities: | ||
Spinoff of subsidiary | (150) | |
Net cash used by investing activities | (150) | |
Cash flows from financing activities: | ||
Advances from director | 8,438 | |
Proceeds from notes payable | 8,750 | $ 31,978 |
Net cash provided by financing activities | 17,188 | 31,978 |
Net increase (decrease) in cash and cash equivalents | (1,838) | (5,548) |
Beginning cash and cash equivalents | 1,935 | 7,483 |
Ending cash and cash equivalents | $ 97 | $ 1,935 |
Supplemental Disclosures of Cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND GOING CONCERN | Microlin Bio, Inc. (formerly known as American Boarding Co.) (the Company, we, our),was originally formed as a Delaware corporation on January 27, 2013 under the name American Boarding Co. The Company formed a subsidiary in State of Nevada Lucky Realty, Inc. on January 27, 2014 to manage the companys operations. Description of Business Since inception until the merger more fully described below, the Company was a real estate based company with a principle business objective of acquisition, design, development, lease, and management services of student housing communities located within close proximity of colleges and universities in the United States. On December 17, 2015, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Microlin Bio, Inc., a private Delaware corporation (Microlin), and our subsidiary formed for the purposes of the transaction, Microlin Merger Sub, Inc. (the Merger Sub). Pursuant to the Merger Agreement, Microlin merged with and into the Merger Sub, which resulted in Microlin becoming our wholly-owned subsidiary (the Acquisition). Immediately following the Acquisition, the Merger Sub was merged with and into our Corporation. In connection with this subsequent subsidiary merger, we changed our corporate name to Microlin Bio, Inc.. The merger has been treated as a recapitalization of the private operating company Microlin Bio, Inc. and therefore after the presentation of these financial statements, the financial statements of this Company for all periods presented will become those of Microlin Bio, Inc. The Company changed its fiscal year end to that of Microlin Bio, Inc. and is now September 30. Going Concern The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has no history and relatively few sales, no certainty of continuation can be stated. The accompanying consolidated financial statements for the nine months ended September 30, 2015 and the twelve months ended December 31, 2014 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Companys ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. If the Company is unable to raise additional funds on terms acceptable to it, or should its related parties demand repayment of notes and or advances currently due, the Company may be required to curtail operations and if necessary cease operations. The financial statements contain no adjustments for the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation Principles of consolidation Revenue Recognition i.) Persuasive evidence for an agreement exists; ii.) Services have been provided or the goods have been delivered; iii.) The fee is fixed or determinable; and, iv.) Collection is reasonably assured. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (FASB) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 Cash and Cash Equivalents Net Loss per Common Share Use of Estimates Income Taxes The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Recent Accounting Pronouncements |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | On October 4, 2013, the Company issued a $125,000 convertible promissory note, with a term of one year, as consideration for consulting services to be rendered over a 12 month period. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $125,000 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $125,000 discount recorded related to the beneficial conversion feature was fully expensed during the year ended December 31, 2013. The note was forgiven due to non-performance of services on December 1, 2014. On April 3, 2014, the Company issued a $3,471 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $3,471 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $3,471 discount recorded related to the beneficial conversion feature was fully expensed during the year ended December 31, 2014. On May 22, 2014, the Company issued a $12,000 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $12,000 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $12,000 discount related to the beneficial conversion feature was fully expensed during the year ended December 31, 2014. On December 10, 2014, the Company issued a $10,000 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $10,000 discount related to the beneficial conversion feature was fully expensed during the year ended December 31, 2014. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. The Company has not recognized an income tax benefit for its operating losses generated from operations, based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of September 30, 2015, the Company has a net operating loss carry forward of approximately $422,650. The NOLs will begin expiring in 2032. The provision for Federal income tax consists of the following: 2015 2014 Federal income tax benefit attributable to: Current Operations $ 12,030 33,554 Less: valuation allowance (12,030 ) (33,554 ) Net provision for Federal income taxes $ The cumulative tax effect at the expected rate of 15% of significant items comprising our net deferred tax amount is as follows: 2015 2014 Deferred tax asset attributable to: Net operating loss carryover $ 63,398 51,354 Less: valuation allowance (63,398 ) (51,354 ) Net deferred tax asset $ Due to the change in ownership provisions of Section 382 of the Internal Revenue Code of the United States, net operating loss carry forwards of approximately $422,650 for US Federal income tax reporting purposes are subject to annual limitations because the Company experienced a change of control that falls under the guidance of Section 382 in December 2015. The effects of this provision limit the amount the Company can use its net operating losses for the following 20 income tax years. This makes it possible that the Company may not be able to fully utilize its net operating loss carryforwards in the future. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The Company has used an administrative office located at 358 Frankfort Street, Daly City, California 94014. Mr. Noorkayhani, who was an officer and director of the Company, provided the office space free of charge and no lease existed. No amounts have been recorded for the rent expense as the amount is considered immaterial. On September 28, 2014, the Company issued a $5,500 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $5,500 discount related to the beneficial conversion feature was fully expensed during the year ended December 31, 2014. On November 24, 2014, the Company issued a $3,975 convertible promissory note payable on demand. The convertible promissory note bears interest at a rate of 6% per annum and is convertible at the option of the holder into common stock of the Company at a conversion rate of $0.001 per share. Management evaluated the embedded conversion option in light of the guidance in ASC 815: Derivatives and Hedging and noted that the conversion option did not require bifurcation and derivative accounting. Management further evaluated the conversion option in light of the guidance in ASC 470: Debt and determined that a beneficial conversion feature existed and required measurement and recognition. Management valued the beneficial conversion feature at $5,500 based on the intrinsic value of the beneficial conversion feature capped at total proceeds related to the instrument. The beneficial conversion feature was recorded as a debt discount (with a corresponding credit to APIC) and such discount is being amortized to interest expense using the effective interest rate method over the life of the note. The $3,975 discount related to the beneficial conversion feature was fully expensed during the year ended December 31, 2014. On June 30, 2015, the CEO and principal shareholder of the Company advanced cash proceeds of $8,750 to the Company and was issued a convertible note in the same amount. The convertible note is unsecured, bears interest at the rate of 6% per annum and is due on demand. The conversion feature of the note grants the bearer the right at any time to convert any amount of principal then outstanding into shares of common stock of the Company at the rate of the par value of the common stock of the Company. The Company has treated this as a beneficial conversion feature, limited to the cash proceeds received, under the requirements of US GAAP. Because the note is a demand note, the Company fully expensed the beneficial conversion discount amount of $8,750 immediately after issuance on June 30, 2015. In a precedent to closing of the merger agreement with Microlin Bio, Inc. more fully described in Notes 1 and 9, the holders of the convertible notes agreed to cancel the conversion features contained within all of the convertible notes described more fully above. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
EQUITY | Common Stock The total number of shares of common stock which the Company shall have authority to issue is ninety million (90,000,000) common shares with a par value of $0.001. No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend. During the twelve months ended December 31, 2014, the Company issued 60,000 shares of common stock valued at $3,600 upon conversion of a convertible note payable. In addition, the Company issued 2,465,000 shares of common stock valued at $147,000 for services and repurchased 2,525,000 shares of common stock valued at $5,001. Preferred Stock The total number of shares of preferred stock which the Company shall have authority to issue is ten million (10,000,000) preferred shares with a par value of $0.001. There are no preferred shares outstanding at September 30, 2015 and December 21, 2014. Options and Warrants There are no warrants or options issued or outstanding as of September 30, 2015 or December 31, 2014. Spinoff of Lucky Realty, Inc. In April 2015, the board of directors and principal shareholders of the Company effected a spinoff of 100% of the issued shares of Lucky Realty, Inc. which were then owned by the Company, and transferred those shares to the shareholders of the Company. The result of this transaction was that the net assets of the Company, which at the time of the spinoff consisted of $150 in cash, was treated as a dividend to the Companys shareholders and the deconsolidation within these financial statements of Lucy Realty, Inc. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Companys financial position or results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In November 2015, the Company issued 535,000 shares in satisfaction of its common stock payable from 2014. In December 2015, the Company issued tow convertible notes to the former CEO and director. The notes had a face value of $17,619 and $30,000. The notes have a interest rate of 6%, are due on demand, and are unsecured. On December 17, 2015, we entered into a Merger Agreement with Microlin Bio, Inc., a private Delaware corporation, and our subsidiary formed for the purposes of the transaction, Microlin Merger Sub, Inc. Pursuant to the Merger Agreement, Microlin merged with and into the Merger Sub, which resulted in Microlin becoming our wholly-owned subsidiary. Immediately following the Acquisition, the Merger Sub was merged with and into our Corporation. In connection with this subsequent subsidiary merger, we changed our corporate name to Microlin Bio, Inc. and also changed our year to the same year end of Microlin Bio, Inc., September 30. In March 2016, the Company issued 380,000 shares of common stock valued at $570,000 for professional services. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. |
Principles of consolidation | The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary as of December 31, 2014. Significant intercompany balances and transactions have been eliminated. In 2015, the Company spun off its only subsidiary to the shareholders of the Company. Upon closing of the spin-off the Company deconsolidated the subsidiary in according with US GAAP. |
Revenue Recognition | The Company recognizes revenue from the sale of products and services in accordance with ASC 605, "Revenue Recognition." The Company recognizes revenue only when all of the following criteria have been met: i.) Persuasive evidence for an agreement exists; ii.) Services have been provided or the goods have been delivered; iii.) The fee is fixed or determinable; and, iv.) Collection is reasonably assured. |
Fair Value of Financial Instruments | The carrying amounts reported in the consolidated balance sheets for the accounts receivable accounts payable and short-term notes are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (FASB) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 |
Cash and Cash Equivalents | For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents. The Company had $97 and $1,935 in cash at September 30, 2015 and December 31, 2014, respectively. The Company had no cash equivalents at September 30, 2015 or December 31, 2014. |
Net Loss per Common Share | Basic net loss per share of common stock excludes dilution and is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted into shares of common stock. For all periods presented, potentially dilutive securities are excluded because their effect is anti-dilutive. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. |
Income Taxes | The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated 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. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. |
Recent Accounting Pronouncements | In May 2014 and again in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2018. Early adoption is permitted, but only beginning in 2017. The Company is currently assessing the impact of adoption on its consolidated financial statements. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Federal Income Tax Benefit | 2015 2014 Federal income tax benefit attributable to: Current Operations $ 12,030 33,554 Less: valuation allowance (12,030 ) (33,554 ) Net provision for Federal income taxes $ |
Deferred Tax Asset | 2015 2014 Deferred tax asset attributable to: Net operating loss carryover $ 63,398 51,354 Less: valuation allowance (63,398 ) (51,354 ) Net deferred tax asset $ |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN (Details Narrative) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Date of Incorporation | Jan. 27, 2013 |
Current Fiscal Year End Date | --09-30 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 97 | $ 1,935 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Amount of beneficial conversion expensed | $ 8,750 | $ 31,978 | |
Convertible Debt #2 | |||
Convertible Debt, Issuance Date | Apr. 3, 2014 | ||
Convertible Debt, Issued | $ 3,471 | ||
Convertible Debt, Interest Rate | 6.00% | ||
Convertible Debt, Conversion Rate | $ 0.001 | ||
Beneficial conversion feature of convertible debt | $ 3,471 | ||
Amount of beneficial conversion expensed | $ 3,471 | ||
Convertible Debt #3 | |||
Convertible Debt, Issuance Date | May 22, 2014 | ||
Convertible Debt, Issued | $ 12,000 | ||
Convertible Debt, Interest Rate | 6.00% | ||
Convertible Debt, Conversion Rate | $ 0.001 | ||
Beneficial conversion feature of convertible debt | $ 12,000 | ||
Amount of beneficial conversion expensed | $ 12,000 | ||
Convertible Debt #6 | |||
Convertible Debt, Issuance Date | Dec. 10, 2014 | ||
Convertible Debt, Issued | $ 10,000 | ||
Convertible Debt, Interest Rate | 6.00% | ||
Convertible Debt, Conversion Rate | $ 0.001 | ||
Beneficial conversion feature of convertible debt | $ 5,500 | ||
Amount of beneficial conversion expensed | $ 10,000 | ||
Convertible Debt | |||
Convertible Debt, Issuance Date | Oct. 4, 2013 | ||
Convertible Debt, Issued | $ 125,000 | ||
Convertible Debt, Term | P1Y | ||
Convertible Debt, Interest Rate | 6.00% | ||
Convertible Debt, Conversion Rate | $ 0.001 | ||
Beneficial conversion feature of convertible debt | $ 125,000 | ||
Amount of beneficial conversion expensed | $ 125,000 |
INCOME TAX - Federal Income Tax
INCOME TAX - Federal Income Tax Benefit (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Federal income tax benefit attributable to: | ||
Current operations | $ 12,030 | $ 33,554 |
Less: valuation allowance | $ (12,030) | $ (33,554) |
Net provision for Federal income taxes |
INCOME TAX - Deferred Tax Asset
INCOME TAX - Deferred Tax Asset (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 63,398 | $ 51,354 |
Less: valuation allowance | $ (63,398) | $ (51,354) |
Net deferred tax asset |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carry forward | $ 422,650 |
NOL Expiration | Jan. 1, 2032 |
Cummulative Tax Effect | 15.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Amount of beneficial conversion expensed | $ 8,750 | $ 31,978 |
Advances from director | $ 8,438 | |
Convertible Debt #4 | ||
Convertible Debt, Issuance Date | Sep. 28, 2014 | |
Convertible Debt, Issued | $ 5,500 | |
Convertible Debt, Interest Rate | 6.00% | |
Convertible Debt, Conversion Rate | $ 0.001 | |
Beneficial conversion feature of convertible debt | $ 5,500 | |
Amount of beneficial conversion expensed | $ 5,500 | |
Convertible Debt #5 | ||
Convertible Debt, Issuance Date | Nov. 24, 2014 | |
Convertible Debt, Issued | $ 3,975 | |
Convertible Debt, Interest Rate | 6.00% | |
Beneficial conversion feature of convertible debt | $ 5,500 | |
Amount of beneficial conversion expensed | $ 3,975 | |
Convertible Debt #7 | ||
Convertible Debt, Issuance Date | Jun. 30, 2015 | |
Convertible Debt, Issued | $ 8,750 | |
Beneficial conversion feature of convertible debt | 8,750 | |
Advances from director | $ 8,750 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Shares issued with convertible debt, shares | 60,000 | |||
Shares issued with convertible debt, amount | $ 3,600 | |||
Shares issued for services, shares | 380,000 | 2,465,000 | ||
Shares issued for services, amount | $ 570,000 | $ 147,900 | ||
Repurchase of stock, shares | 2,525,000 | |||
Repurchase of stock, amount | $ (5,001) | |||
Disposal of subsidiary | $ 150 | |||
Spinoff | ||||
Disposal of subsidiary | $ (150) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock payable | $ 535,000 | |||
Shares issued for services, shares | 380,000 | 2,465,000 | ||
Shares issued for services, amount | $ 570,000 | $ 147,900 | ||
Convertible Debt #8 | ||||
Convertible Debt, Issued | $ 17,619 | |||
Convertible Debt, Interest Rate | 6.00% | |||
Convertible Debt #9 | ||||
Convertible Debt, Issued | $ 30,000 | |||
Convertible Debt, Interest Rate | 6.00% |