Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Entity Registrant Name | 'Synergy Strips Corp. | ' |
Entity Central Index Key | '0001562733 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 62,100,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheet (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $11,937 | $3,230 |
Accounts Receivable | 150 | ' |
Inventory | 30,500 | ' |
Prepaid expenses | 30,000 | ' |
Total Current Assets | 72,587 | 3,230 |
Total Assets | 72,587 | 3,230 |
Current Liabilities: | ' | ' |
Accounts payable and accrued liabilities | 25,756 | 16,051 |
Note payable | 11,200 | ' |
Total Liabilities | 36,956 | 16,051 |
Stockholders' Equity (Deficit): | ' | ' |
Common stock, $0.00001 par value; 300,000,000 and 75,000,000 shares authorized, respectively; 62,100,000 and 180,000,000 shares issued and outstanding, respectively | 621 | 1,800 |
Common stock to be issued | 28,000 | ' |
Additional paid in capital | 868,744 | 60,318 |
Accumulated deficit | -861,734 | -74,939 |
Total stockholders' equity (deficit) | 35,631 | -12,821 |
Total Liabilities and Stockholders' Equity (Deficit) | $72,587 | $3,230 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheet (Parenthetical) (USD $) | Sep. 30, 2014 | Jul. 30, 2014 | Dec. 31, 2013 |
Condensed Consolidated Balance Sheets [Abstract] | ' | ' | ' |
Common stock, par value per share | $0.00 | ' | $0.00 |
Common stock, shares authorized | 300,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 62,100,000 | ' | 180,000,000 |
Common stock, shares outstanding | 62,100,000 | ' | 180,000,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statement of Operations (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | |
Condensed Consolidated Statements of Operations [Abstract] | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | $2,748 | ' |
Cost of Sales | ' | ' | ' | ' | ' | ' |
Total costs of sales | ' | ' | ' | ' | 1,685 | ' |
Gross Profit | ' | ' | ' | ' | 1,063 | ' |
Operating expenses | ' | ' | ' | ' | ' | ' |
General and administrative | 142,236 | 14,195 | 26,278 | 2,370 | 787,858 | 22,692 |
Total operating expenses | 142,236 | 14,195 | 26,278 | 2,370 | 787,858 | 22,692 |
Other expenses | ' | ' | ' | ' | ' | ' |
Imputed interest expense | ' | 413 | 413 | 300 | ' | 1,118 |
Total expenses | 142,236 | 14,608 | 26,691 | 2,670 | 787,858 | 23,810 |
Net Loss | ($142,236) | ($14,608) | ($26,691) | ($2,670) | ($786,795) | ($23,810) |
Net loss per share - basic and diluted | $0 | $0 | $0 | $0 | ($0.01) | $0 |
Weighted average common shares - basic and diluted | 60,491,304 | 180,000,000 | 180,000,000 | 150,000,000 | 108,850,549 | 160,549,451 |
Condensed_Statement_of_Cash_Fl
Condensed Statement of Cash Flows (USD $) | 5 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | |
Cash Flows from Operating Activities | ' | ' | ' | ' |
Net loss | ($26,691) | ($2,670) | ($786,795) | ($23,810) |
Stock based compensation expense | ' | ' | 310,247 | ' |
Loss on acquisition | ' | ' | 109,040 | ' |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Accounts receivable | ' | ' | -150 | ' |
Inventory | ' | ' | -30,500 | ' |
Prepaid expense | ' | ' | -10,000 | ' |
Accounts payable and accrued liabilities | -5,900 | 996 | 9,705 | 85 |
Net cash used in operating activities | -32,591 | -1,674 | -398,453 | -23,725 |
Cash Flows from Financing Activities | ' | ' | ' | ' |
Advances from related party notes | 1,913 | 1,800 | ' | 5,500 |
Repayment of notes payable | ' | ' | -92,840 | ' |
Proceeds from issuance of common stock | ' | ' | 500,000 | 45,608 |
Net cash received from financing activities | 1,913 | 1,800 | 407,160 | 51,108 |
Net increase in cash and cash equivalents | -30,678 | 126 | 8,707 | 27,383 |
Cash and Cash Equivalents, beginning of period | 33,908 | 4,000 | 3,230 | 4,126 |
Cash and Cash Equivalents, end of period | 3,230 | 4,126 | 11,937 | 31,509 |
Supplemental disclosures of cash flow information: | ' | ' | ' | ' |
Cash paid during the period for interest | ' | ' | ' | ' |
Cash paid during the period for income taxes | ' | ' | ' | ' |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ' | ' | ' | ' |
Cancellation of common stock as part of purchase transaction | ' | ' | 1,359 | ' |
Financing for prepaid insurance | ' | ' | 20,000 | ' |
Assumption of liabilities as part of acquisition transaction | ' | ' | 84,040 | ' |
Issuance of shares as part of acquisition transaction | ' | ' | $25,000 | ' |
Nature_of_the_Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2014 | |
Nature of the Business [Abstract] | ' |
Nature of the Business | ' |
Note 1 – Nature of the Business | |
Synergy Strips Corp. (“Synergy”, “we”, “us”, “our” or the “Company”) (formerly ORO Capital Corporation) was incorporated on December 29, 2010 in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31 to December 31. On April 28, 2014, the Company changed its name to “Synergy Strips Corp.” in connection with the merger discussed below. | |
The Company is in the business of marketing and distributing orally dissolving film strip products through various distribution channels primarily in the health and wellness industry. The Company's strategy is to take active ingredients in popular consumer products and formulate an orally dissolving film strip as an alternative for consumers. | |
Merger | |
On April 7, 2014, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among the Company, Synergy Merger Sub, Inc., a Delaware corporation and the wholly owned subsidiary of the Company formed for the purpose of the transactions under the Merger Agreement (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation incorporated on January 24, 2012 (“SSC”). The Merger Agreement provided for the merger of Merger Sub with and into SSC (the “Merger”), with SSC surviving the merger as the wholly owned subsidiary of the Company. | |
On April 21, 2014, following the satisfaction or waiver of the conditions set forth in and otherwise in accordance with the terms of the Merger Agreement, the Merger was consummated and Merger Sub merged with and into SSC. | |
The Company issued 16,000,000 shares which were valued at $25,000 and assumed liabilities of $84,040 and recorded a loss on acquisition of $109,040 during the nine months ended September 30, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Note 2 – Summary of Significant Accounting Policies | |
General | |
The accompanying condensed consolidated financial statements as of September 30, 2014 and December 31, 2013 and for the three and nine month periods ended September 30, 2014 and 2013 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and are presented in accordance with the requirements of Rule S-X of the Securities and Exchange Commission (the "SEC") and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2014 and five months ended December 31, 2013 and 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended July 31, 2013 and footnotes thereto included in the Company's Annual Report on Form 10-K filed with the SEC. | |
Basis of Presentation | |
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of September 30, 2014 the Company had no cash equivalents. | |
Capitalization of Fixed Assets | |
The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. | |
Revenue Recognition | |
Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery of the products to customers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. | |
Income Taxes | |
The Company utilizes Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. | |
The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company's realization of the net operating loss carry forward prior to its expiration. | |
Net Earnings (Loss) Per Common Share | |
The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive As of September 30, 2014, 1,000,000 options were outstanding | |
Going Concern | |
The Company's unaudited condensed financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a cumulative net loss from inception (January 24, 2012) to September 30, 2014 of $861,734. The Company has working capital of $35,631 as of September 30, 2014. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease development of operations. | |
In order to continue as a going concern and to develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Fair Value Measurements | |
The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. | |
ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: | |
Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. | |
Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. | |
Level 3 - Unobservable inputs for the asset or liability. | |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |
As of September 30, 2014, the Company has determined that there were no assets or liabilities measured at fair value. | |
Inventory | |
Inventory consists of finished goods. The Company's inventory is stated at the lower of cost (FIFO cost basis) or market. | |
Recent Accounting Pronouncements | |
In June of 2014 the FASB issued ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | |
The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. | |
The Company has elected to adopt the provisions of ASU 2014-10 for the fiscal quarter ending June 30, 2014. The adoption of ASU 2014-10 did not have a significant impact on our results of operations, financial condition or cash flow. | |
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's condensed financial position, results of operations or cash flows. | |
Change in Fiscal Year End | |
As reported in the Company's current report on Form 8-K filed on May 7, 2014, on April 21, 2014, the Company's board of directors approved a change to the Company's fiscal year end from July 31 to December 31 of each year. With the change effective this 2014 fiscal year, which will now end December 31, 2014, there is a five month transition period covering the months from August 2013 to December 2013 and comparative figures in 2012. | |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders' Deficit [Abstract] | ' |
Stockholders' Deficit | ' |
Note 3 – Stockholders' Deficit | |
The total number of shares of all classes of capital stock which the Company is authorized to issue is 300,000,000 shares of common stock with $0.00001 par value. On July 30, 2014, the Company's board of directors approved an increase of the Company's authorized common stock from 75,000,000 to 300,000,000 shares. Such increase shall be subject to the approval of the Company's shareholders prior to its implementation. | |
On April 17, 2014, upon approval from FINRA, the Company effected a 30 for 1 forward stock split by way of a stock dividend, of all of its issued and outstanding shares of common stock (the “Stock Split”). The Stock Split did not affect the number of the Company's authorized common stock or its par value. | |
On April 21, 2014, the Company entered into an agreement with accredited investors for the issuance and sale of 2,000,000 shares of its common stock at a purchase price of $0.25 per share, for an aggregate consideration of $500,000. As of September 30, 2014, all of these shares have been issued. | |
During the nine months ended September 30, 2014, the Company cancelled 135,900,000 shares of its common stock (4,530,000 pre-Stock Split) as part of the Merger transaction. | |
During the nine months ended September 30, 2014, the Company issued 16,000,000 shares of its common stock valued at $25,000 as part of the Merger Agreement. | |
During the nine months ended September 30, 2014, the Company committed to issue 112,000 shares of its common stock valued at $28,000 for services rendered. | |
As of September 30, 2014, there are 62,100,000 shares of the Company's common stock issued and outstanding. |
Commitments_Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments & Contingencies [Abstract] | ' |
Commitments & Contingencies | ' |
Note 4 – Commitments & Contingencies | |
From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company's financial position or results of operations. |
Stock_Options
Stock Options | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Stock Options [Abstract] | ' | ||||||||||||||||||||||
Stock Options | ' | ||||||||||||||||||||||
Note 5 - Stock Options | |||||||||||||||||||||||
On July 30, 2014, the Company's board of directors approved the Company's 2014 Equity Incentive Plan and the reservation of 15,525,000 shares of common stock for issuance under such plan. Such plan shall be subject to the approval of the Company's shareholders prior to its implementation. | |||||||||||||||||||||||
On April 2, 2014, the Company granted 1,000,000 options with an exercise price of $0.25 per share. | |||||||||||||||||||||||
The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to employees and consultants under a stock option plan at September 30, 2014: | |||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||
Exercise | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Prices ($) | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||||
Contractual Life | Price ($) | Price | |||||||||||||||||||||
(Years) | |||||||||||||||||||||||
$ | 0.25 | 1,000,000 | 4.5 | $ | 0.25 | 1,000,000 | $ | 0.25 | |||||||||||||||
The stock option activity for the nine months ended September 30, 2014 is as follows: | |||||||||||||||||||||||
Options | Weighted | ||||||||||||||||||||||
Outstanding | Average | ||||||||||||||||||||||
Exercise | |||||||||||||||||||||||
Price ($) | |||||||||||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | ||||||||||||||||||||
Granted | 1,000,000 | 0.25 | |||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Expired or canceled | - | - | |||||||||||||||||||||
Outstanding at September 30, 2014 | 1,000,000 | $ | 0.25 | ||||||||||||||||||||
Stock-based compensation expense related to vested options was $282,247 during the nine months ended September 30, 2014. The Company determined the value of share-based compensation for options vesting during the nine months ended September 30, 2014 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: estimated fair value of Company's common stock of $0.33, risk-free interest rate of 1.8%, volatility of 125%, expected lives of 4.5 years, and dividend yield of 0%. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 6 – Subsequent Events | |
Effective October 27, 2014, Mark Suponitsky resigned as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the registrant. His decision to resign was not the result of any material disagreement with the registrant on any matter relating to the registrant's operations, policies or practices. | |
Effective October 27, 2014, immediately after the resignation of Mr. Suponitsky, Jack Ross was appointed as the registrant's President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and to the registrant's Board of Directors (the “Board”) as a director. | |
Immediately after the appointment of Mr. Ross to the Board, Mr. Suponitsky and Jordin Mendelsohn resigned from the Board. Their decision to resign from the Board was not the result of any material disagreement with the registrant on any matter relating to the registrant's operations, policies or practices. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of September 30, 2014 the Company had no cash equivalents. | |
Capitalization of Fixed Assets | ' |
Capitalization of Fixed Assets | |
The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. | |
Revenue Recognition | ' |
Revenue Recognition | |
Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery of the products to customers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. | |
Income Taxes | ' |
Income Taxes | |
The Company utilizes Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. | |
The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company's realization of the net operating loss carry forward prior to its expiration. | |
Net Earnings (Loss) Per Common Share | ' |
Net Earnings (Loss) Per Common Share | |
The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive As of September 30, 2014, 1,000,000 options were outstanding | |
Going Concern | ' |
Going Concern | |
The Company's unaudited condensed financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company had a cumulative net loss from inception (January 24, 2012) to September 30, 2014 of $861,734. The Company has working capital of $35,631 as of September 30, 2014. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease development of operations. | |
In order to continue as a going concern and to develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. | |
ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: | |
Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. | |
Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. | |
Level 3 - Unobservable inputs for the asset or liability. | |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |
As of September 30, 2014, the Company has determined that there were no assets or liabilities measured at fair value. | |
Inventory | ' |
Inventory | |
Inventory consists of finished goods. The Company's inventory is stated at the lower of cost (FIFO cost basis) or market. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In June of 2014 the FASB issued ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the master glossary of the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. | |
The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. | |
The Company has elected to adopt the provisions of ASU 2014-10 for the fiscal quarter ending June 30, 2014. The adoption of ASU 2014-10 did not have a significant impact on our results of operations, financial condition or cash flow. | |
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's condensed financial position, results of operations or cash flows. | |
Change in Fiscal Year End | ' |
Change in Fiscal Year End | |
As reported in the Company's current report on Form 8-K filed on May 7, 2014, on April 21, 2014, the Company's board of directors approved a change to the Company's fiscal year end from July 31 to December 31 of each year. With the change effective this 2014 fiscal year, which will now end December 31, 2014, there is a five month transition period covering the months from August 2013 to December 2013 and comparative figures in 2012. |
Stock_Options_Tables
Stock Options (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Stock Options [Abstract] | ' | ||||||||||||||||||||||
Summary of Options Outstanding by Price Range | ' | ||||||||||||||||||||||
The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to employees and consultants under a stock option plan at September 30, 2014: | |||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||
Exercise | Number | Weighted | Weighted | Number | Weighted | ||||||||||||||||||
Prices ($) | Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||||
Contractual Life | Price ($) | Price | |||||||||||||||||||||
(Years) | |||||||||||||||||||||||
$ | 0.25 | 1,000,000 | 4.5 | $ | 0.25 | 1,000,000 | $ | 0.25 | |||||||||||||||
Schedule of Stock Options Activity | ' | ||||||||||||||||||||||
The stock option activity for the nine months ended September 30, 2014 is as follows: | |||||||||||||||||||||||
Options | Weighted | ||||||||||||||||||||||
Outstanding | Average | ||||||||||||||||||||||
Exercise | |||||||||||||||||||||||
Price ($) | |||||||||||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | ||||||||||||||||||||
Granted | 1,000,000 | 0.25 | |||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Expired or canceled | - | - | |||||||||||||||||||||
Outstanding at September 30, 2014 | 1,000,000 | $ | 0.25 | ||||||||||||||||||||
Nature_of_the_Business_Details
Nature of the Business (Details) (USD $) | 5 Months Ended | 9 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Loss on acquisition | ' | ' | $109,040 | ' |
Merger Agreement - Synergy Merger Sub, Inc. [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Effective date of merger | ' | ' | 21-Apr-14 | ' |
Number of shares issued for business acquisition | ' | ' | 16,000,000 | ' |
Value of shares issued for business acquisition | ' | ' | 25,000 | ' |
Liabilities assumed in business acquisition | ' | ' | 84,040 | ' |
Loss on acquisition | ' | ' | $109,040 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Summary of Significant Accounting Policies [Abstract] | ' | ' |
Number of options outstanding (in shares) | 1,000,000 | ' |
Cumulative net loss from inception | $861,734 | $74,939 |
Working capital deficit | 35,631 | ' |
Cash equivalents | ' | ' |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | 5 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2014 | Apr. 21, 2014 | |
Merger Agreement - Synergy Merger Sub, Inc. [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||||
Merger Agreement - Synergy Merger Sub, Inc. [Member] | Scenario, Plan [Member] | Scenario, Plan [Member] | ||||||||
Stockholders' Deficit [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 180,000,000 | ' | 62,100,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 75,000,000 | ' | 300,000,000 | ' | 75,000,000 | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 180,000,000 | ' | 62,100,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value per share | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued during period, shares | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' |
Common stock issued, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 |
Proceeds from issuance of common stock | ' | ' | $500,000 | $45,608 | ' | ' | ' | ' | $500,000 | ' |
Stock issued for services, shares | ' | ' | ' | ' | ' | ' | 112,000 | ' | ' | ' |
Stock issued for services | ' | ' | ' | ' | ' | ' | 28,000 | ' | ' | ' |
Number of shares issued for business acquisition | ' | ' | ' | ' | ' | 16,000,000 | ' | ' | ' | ' |
Value of shares issued for business acquisition | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' |
Number of shares cancelled during period, post-stock split | ' | ' | ' | ' | ' | ' | ' | 135,900,000 | ' | ' |
Number of shares cancelled during period, pre-stock split. | ' | ' | ' | ' | ' | ' | ' | 4,530,000 | ' | ' |
Stock_Options_Narrative_Detail
Stock Options (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Jul. 30, 2014 | |
Stock Options [Member] | Equity Incentive Plan 2014 [Member] | ||
Stock Options [Abstract] | ' | ' | ' |
Stock based compensation expense | $282,247 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares authorized for issuance under equity plan | ' | ' | 15,525,000 |
Estimated fair value of company's stock | ' | $0.33 | ' |
Risk free interest rate | ' | 1.80% | ' |
Expected volatility rate | ' | 125.00% | ' |
Expected term | ' | '4 years 6 months | ' |
Expected dividend yield | ' | 0.00% | ' |
Stock_Options_Summary_of_Optio
Stock Options (Summary of Options Outstanding by Price Range) (Details) ($0.25 [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
$0.25 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of exercise price, upper limit | $0.25 |
Options Outstanding, Number Outstanding | 1,000,000 |
Options Outstanding, Remaining Average Contractual Life | '4 years 6 months |
Options Outstanding, Weighted Average Exercise Price | $0.25 |
Options Exercisable, Number Exercisable | 1,000,000 |
Options Exercisable, Weighted Average Exercise Price | $0.25 |
Stock_Options_Summary_of_Stock
Stock Options (Summary of Stock Options Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Options Outstanding: | ' |
Options outstanding at December 31, 2013 | ' |
Options granted | 1,000,000 |
Options exercised | ' |
Options expired or forfeited | ' |
Options outstanding at June 30, 2014 | 1,000,000 |
Weighted Average Exercise Price: | ' |
Options outstanding at December 31, 2013 | ' |
Options granted | $0.25 |
Options exercised | ' |
Options expired or forfeited | ' |
Options outstanding at June 30, 2014 | $0.25 |