Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 14, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | ICON VAPOR, INC. | ||
Entity Central Index Key | 1563915 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $12,580,753 | ||
Entity Common Stock, Shares Outstanding | 78,996,163 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and Cash Equivalents | $79,867 | $74,843 |
Accounts Receivable | 487 | 5,818 |
Inventory | 123,259 | 28,688 |
Prepaid Expenses | 3,710 | 25,000 |
Total Current Assets | 207,323 | 134,349 |
Fixed Assets-net | 35,356 | 24,702 |
Other assets, Security Deposit | 5,414 | 1,428 |
Total Assets | 248,093 | 160,479 |
Current Liabilities: | ||
Derivative liability | 579,583 | 170,870 |
Accounts Payable and Accrued Expenses | 19,700 | 4,500 |
Convertible Notes Payable | 90,000 | 90,000 |
Customer Deposits | 48,366 | |
Note Payable | 64,707 | 79,137 |
Total Liabilities | 802,356 | 344,507 |
Stockholders' Equity: | ||
Preferred Stock, Par value $0.001, Authorized 10,000,000 shares Issued 0 shares at December 31, 2014 and 2013 | ||
Common Stock, Par value $0.001 Authorized 500,000,000 shares Issued 42,696,163 and 39,263,178 shares respectively | 42,696 | 39,264 |
Additional Paid in Capital | 7,451,899 | 962,627 |
Common Stock to be Issued | 33,000 | |
Unearned Services | -233,333 | |
Retained deficit | -7,848,525 | -1,185,919 |
Total Stockholders' Equity | -554,263 | -184,028 |
Total Liabilities and Stockholders' Equity | $248,093 | $160,479 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 42,696,163 | 39,263,178 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues | $101,326 | $29,980 |
Costs of Services | 94,670 | 17,662 |
Gross Margin | 6,656 | 12,318 |
Expenses: | ||
Derivative liability | 408,713 | 170,870 |
Professional Fees | 299,087 | 231,044 |
General and Administrative | 401,069 | 211,786 |
Operating Expenses | 1,108,869 | 613,700 |
Loss from operations | -1,102,213 | -601,382 |
Interest | -6,879 | -1,952 |
Impairment | -5,553,514 | |
Total Other Expense | -5,560,393 | -1,952 |
Net Loss | ($6,662,606) | ($603,334) |
Loss per Share, Basic & Diluted | ($0.17) | ($0.02) |
Weighted Average Shares Outstanding | 40,230,009 | 38,687,935 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss for the Period | ($6,662,606) | ($603,334) |
Shares Issued | 482,260 | 83,162 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Impairment | 5,553,514 | |
Depreciation and Amortization | 13,327 | 10,573 |
Changes in Operating Assets and Liabilities :a/p | 11,653 | |
Decrease (Increase) in Accounts Receivable | 5,331 | -2,072 |
( Increase) Decrease in Prepaids and Deposits | -7,696 | 122,918 |
Increase in Derivative liability | 408,713 | 170,870 |
(Increase) Decrease in Inventory | 29,588 | -11,025 |
( Decrease) Increase in Interest | 750 | 1,140 |
Net Cash Used in Operating Activities | -165,166 | -227,768 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Property and Equipment | -27,918 | |
Net cash provided by Investing Activities | -27,918 | |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Common Stock issued for Cash | 255,000 | 240,000 |
Proceeds from Loans | 140,000 | 90,000 |
Reduction of Debt | -224,810 | -76,250 |
Net Cash Provided by Financing Activities | 170,190 | 253,750 |
Net (Decrease) Increase in Cash | 5,024 | -1,936 |
Cash at Beginning of Period | 74,843 | 76,779 |
Cash at End of Period | 79,867 | 74,843 |
Cash paid during the year for: | ||
Interest | ||
Franchise and Income Taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accounts Payable Satisfied through Contributed Capital and Property and Equipment |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid in Capital [Member] | Common stock to be Issued [Member] | Unearned services [Member] | Retained Deficit [Member] |
Beginning balance at Dec. 31, 2012 | $96,144 | $38,290 | $640,439 | ($582,585) | ||
Beginning balance, shares at Dec. 31, 2012 | 38,289,875 | |||||
Shares issued for cash | 240,000 | 775 | 239,225 | |||
Shares issued for cash, shares | 775,000 | |||||
Shares issued for services, value | 73,000 | 183 | 72,817 | |||
Shares issued for services, shares | 182,500 | |||||
Shares issued for services | 10,162 | 16 | 10,146 | |||
Shares issued for services, shares | 16,393 | |||||
Net loss for the year | -603,334 | -603,334 | ||||
Ending balance at Dec. 31, 2013 | -184,028 | 39,264 | 962,627 | -1,185,919 | ||
Ending balance, shares at Dec. 31, 2013 | 39,263,768 | |||||
Shares issued for cash | 110,000 | 733 | 109,267 | |||
Shares issued for cash, shares | 733,334 | |||||
Shares issued for services, value | 166,667 | 1,000 | 399,000 | -233,333 | ||
Shares issued for services, shares | 1,000,000 | |||||
Shares issued for services | 24,260 | 51 | 24,209 | |||
Shares issued for services, shares | 51,086 | |||||
Shares issued for debt reduction | 145,857 | 365 | 145,492 | |||
Shares issued for debt reduction, shares | 364,642 | |||||
Shares issued for cash one, value | 95,000 | 950 | 94,050 | |||
Shares issued for cash,one, shares | 950,000 | |||||
Shares issued for cash two, values | 50,000 | 333 | 49,667 | |||
Shares issued for cash two, shares | 333,333 | |||||
Effects of Merger | 5,667,587 | 5,667,587 | ||||
Shares to be issued value | 33,000 | 33,000 | ||||
Net loss for the year | -6,662,606 | -6,662,606 | ||||
Ending balance at Dec. 31, 2014 | ($554,263) | $42,696 | $7,451,899 | $33,000 | ($233,333) | ($7,848,525) |
Ending balance, shares at Dec. 31, 2014 | 42,696,163 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION |
Icon Vapor, Inc. (“the Company) was originally incorporated under the laws of the state of Nevada. On April 3, 2006, the Company changed its name to Xero Mobile and then in April 2011 to MYEZSMOKES, INC. In February 2014, the name was changed to Icon Vapor, Inc. The Company specializes in the distribution of smoke free cigarettes. | |
On December 4, 2014, the Company purchased all of the outstanding stock of Green Tree Syndicate, Inc., a private company incorporated under the laws of the state of California. Green Tree Syndicate, Inc. became a wholly owned subsidiary of the Company on that date. The subsidiary is in the same business as the Company specializing in the sales of smoke free cigarettes. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Summary of Significant Accounting Policies [Abstract] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
(A) Principles of Consolidation | |||||
The accompanying 2014 consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Green Tree Syndicate, Inc. (from December 4 2014, merger). All intercompany accounts have been eliminated upon consolidation. | |||||
(B) Use of Estimates | |||||
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. | |||||
(C) Cash and Cash Equivalents | |||||
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and 2013, the Company had no cash equivalents. | |||||
(D) Loss Per Share | |||||
In accordance with the accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share” basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |||||
The computation of basic and diluted loss per share at December 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||
December 31, | |||||
2014 | |||||
Convertible Debt (Exercise price - $0.0747) | 1,203,121 | ||||
Total | 1,203,121 | ||||
(E) Operating Leases | |||||
The Company leases approximately 5,300 square feet of space under a 5 1/4-year lease commencing on January 1, 2015 at a base rent of $3,710. | |||||
(F) Business Segments | |||||
The Company operates in one segment and therefore segment information is not presented. | |||||
(G) Allowance for DoubtfulAccounts | |||||
The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customers ability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debts based on historical experience. The company has historically experienced virtually no bad debts and thus has not established a reserve. At December 31, 2014, Accounts Receivable consisted of $487 and in 2013 $5,818. | |||||
(H)Inventory | |||||
The Company’s inventory consists of finished electronic cigarettes and flavors of vapor, valued under the FIFO method, stated and the lower of cost or market value.At December 31, 2014 the inventory value at lower of cost or market was $123,259 and in 2013 $26,688. | |||||
(I) Revenue Recognition | |||||
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company mainly sells to retailers. There are no price incentives and the product can only be returned if defective. As the Company does not believe defective merchandise is likely an allowance has not been recognized. Revenue is recognized on a gross basis with corresponding costs of goods as a reduction to revenue in cost of sales. Revenue is recognized when the product is shipped to the customer. | |||||
(J) Fair Value of Financial Instruments | |||||
The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from m 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 to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. | |||||
The guidance also establishes a fair value hierarchy for measurements of fair value as follows: | |||||
● | Level 1 - quoted market prices in active markets for identical assets or liabilities. | ||||
● | Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||
● | Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||
The Company's financial instruments consist of accounts payable, accrued expenses, notes payable, loan payable - related party, and convertible notes payable. The carrying amount of the Company's financial instruments approximates their fair value as of December 31, 2014 and 2013, due to the short-term nature of these instruments. | |||||
The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3 (see Note 8). | |||||
(K) Embedded Conversion Features | |||||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | |||||
(L) Derivative Financial Instruments | |||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | |||||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||||
(M) Beneficial Conversion Feature | |||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||||
(N) Debt Issue Costs and Debt Discount | |||||
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||||
(O) Stock-Based Compensation - Non Employees | |||||
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | |||||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||
● | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||
● | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||
● | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||
● | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. | |||||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||
(P) Recent Accounting Pronouncements | |||||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended August 31, 2014. | |||||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||||
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||||
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT | ||||||||||
December 31, | December 31, | Estimated | |||||||||
2014 | 2013 | Useful | |||||||||
Life | |||||||||||
Furniture and Fixtures and Equipment | 30,942 | - | 5-7 years | ||||||||
Leasehold Improvements | 6,249 | 6,249 | 2 years | ||||||||
Computer Equipment | 5,764 | 1,408 | 3 years | ||||||||
Auto | 27,918 | 27,918 | 3 years | ||||||||
70,873 | 35,575 | ||||||||||
Less: Accumulated Depreciation | (35,517 | ) | (10,873 | ) | |||||||
Property and Equipment, Net | $ | 35,356 | $ | 24,702 | |||||||
Depreciation expense was $13,327 in 2014 and $10,573 in 2013. | |||||||||||
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payable/Convertible Notes [Abstract] | |||||||||
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE | ||||||||
The Company has the following non-convertible notes: | |||||||||
December 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Notes Payable to an individual, originating in 2011, interest imputed at 6%, payable on demand | 5,707 | 20,137 | |||||||
Note Payable to an individual, without interest Renegotiated in 2009 from convertible to non-convertible Payable on demand | 59,000 | 59,000 |
Convertible_Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2014 | |
Notes Payable/Convertible Notes [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 – CONVERTIBLE NOTES |
The Company at December 31, 2014 has two convertible notes payable to an individual in the amount of $90,000. | |
Notes 1 and 2 occurred on July 24, 2013 for $20,000 and July 26, 2013 for $70,000. The notes bear interest at 3% and are convertible anytime after December 31, 2014 at a 50% discount off the market price. The Company has calculated a derivative expense using the black schools module of $579,583.based on a volatility rate of 141.08% and a cumulative rate of 71% with an inputed interest rate of 10%. | |
Customer_Deposits
Customer Deposits | 12 Months Ended |
Dec. 31, 2014 | |
Customer Deposits [Abstract] | |
CUSTOMER DEPOSITS | NOTE 6 – CUSTOMER DEPOSITS |
At December 31, 2014, the Company received an advance payment of $48,366 for an order which was shipped in March of 2015. | |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern [Abstract] | |
GOING CONCERN | |
NOTE 7 – GOING CONCERN | |
As reflected in the accompanying financial statements, the Company had a retained deficit of $7,848,525 at December 31, 2014 and had a net loss of $6,662,606 for the year ended December 31, 2014. | |
Management intends to raise additional funds now that it has merged thru a private placement or thru the public process. Management believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in the viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate funds | |
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Liabilities [Abstract] | |||||
DERIVATIVE LIABILITIES | NOTE 8 – DERIVATIVE LIABILITIES | ||||
The Company identified conversion features embedded within convertible debt issued. The Company has determined that the features associated with the embedded conversion option, should be accounted for at fair value, as a derivative liability. | |||||
As discussed in note 5 the Company has calculated a liability at December 31, 2014 of $579,583. The assumptions utilized were a volatility rate of 141.08%, risk free interest of 10% and a cumulative volatility of 71%. The stock prices on the grant dates were $0.5360 and $0.56 for the two notes in question. The stock price at December 31, 2014 was $0.1493 with the effective price at 50% of $0.1493 or $0.0747. | |||||
Total Derivative Liability at December 31, 2013 | $ | 170,871 | |||
Total Derivative Liability at December 31, 2014 | $ | 579,583 | |||
Derivative Expense | $ | 408,712 |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY |
(A) Preferred Stock | |
The Company’s Articles of Incorporation authorize 10,000,000 shares of preferred stock with a par value of $.001 with rights and preferences to be determined by the Board of Directors. | |
(B) Common Stock | |
In January 2013, the Company issued 175,000 shares for cash of $105,000. | |
On August 28, 2013, the Company issued 600,000 shares for cash of $135,000. | |
On August 30, 2013, the Company issued 16,393 shares for marketing services rendered valued at market price on the date of issuance of $0.6199 resulting in an expense of $10,162. | |
On November 8, 2013, the Company issued 120,000 shares for marketing services rendered valued at market of $0.40 per share resulting in an expense of $48,000. | |
On December 26, 2013, the Company issued 62,500 shares valued at market of $0.40 resulting in a total cost of $25,000. The issuance of these shares was for marketing services to be completed in the first six months of 2014 and thus the Company has recognized a prepaid expense at March 31, 2014 of $12,500 | |
On March 6 and March 19, 2014, the Company issued 21, 818 and 29,268 shares which equal 51,086 shares for marketing services valued at market which was $0.5150 and $0.4450 per share resulting in a stock for services expense of $24,260. | |
On July 24, 2014, the Company issued 1,000,000 shares for services for marketing to be earned over 12 months. The Company expensed 166,667 and deferred 233,333 for services not yet earned. This amount is shown in the equity section as unearned services. | |
On August 12, 2014, the Company issued 100,000 shares for cash of $15,000. | |
On August 14, 2014, the Company issued 200,000 shares for cash of $30,000. | |
On August 29, 2014, the Company issued 364,642 shares for a reduction in debt for monies advance during 2014 of $140,000 plus interest of $5,857 or a total of $145,857. | |
On September 15, 2014, the company issued 233,334 shares for cash of $35,000. | |
On September 24, 2014, the Company issued 200,000 shares for cash of $30,000. | |
On October 16, 2014, the Company issued 333,333 shares for cash of $50,000 | |
On December 11, 2014, the Company issued 950,000 shares for cash of $95,000. | |
All shares issued were to non-related third party individuals. | |
Merger
Merger | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
MERGER | NOTE 10 – MERGER | ||||
On December 4, 2014, the Company entered into a stock purchase agreement with individuals who hold all the outstanding stock of Green Tree Syndicate, Inc. The agreement provided that the Company issue 33,000,000 shares of its stock and Green Tree Syndicate, Inc. which became a wholly owned subsidiary. The Company also has a contingent liability for an additional $2,000,000 in cash, contingent on their ability to raise at least that amount of funds in a period of time. | |||||
The Company treated the merger as a purchase for accounting purposes and valued the merger as follows: | |||||
Shares (33,000,000 at fair market value of $0.17 on Nov. 3, 2014) | $ | 5,610,000 | |||
Assets acquired in excess of liabilities assumed | $ | (56,486 | ) | ||
Balance assigned to Goodwill | $ | 5,553,514 | |||
The Company then elected at December 31, 2014 to fully impair the acquisition and shows this as a loss on the profit and loss statement under other expenses. | |||||
For the period prior to the merger the subsidiary had revenue of approximately $1,000,000. |
Commitments_And_Contingencies
Commitments And Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENT AND CONTINGENCIES | ||||
The Company leases approximately 5,300 square feet of space under a 5and a 1/4-year lease executed on January 1, 2015. | |||||
Future minimum lease commitments are as follows: | |||||
Year | Amount | ||||
2015 | $ | 44,520 | |||
2016 | 44,520 | ||||
2017 | 44,520 | ||||
2018 | 44,520 | ||||
2019 | 44,520 | ||||
2020 | 11,130 | ||||
Total | 233,730 | ||||
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results. | |||||
The Company is also liable, should it raise funds, for $2,000,000 to be paid as part of the merger agreement. | |||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS |
The Company in 2014 paid its chief executive officer $120,000 in fees and its president of the subsidiary $10,000 for the period of time effective after the merger. | |
Income_Tax
Income Tax | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax [Abstract] | |||||||||
INCOME TAX | NOTE 13 – INCOME TAX | ||||||||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |||||||||
Net deferred tax assets consist of the following components as of December 31, 2014 and December 31, 2013: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Deferred Tax Assets – Non-current: | |||||||||
NOL Carryover | $ | 377,925 | $ | 42,940 | |||||
Payroll Accrual | - | - | |||||||
Less valuation allowance | (377,925 | ) | $ | (42,940 | ) | ||||
Deferred tax assets, net of valuation allowance | $ | - | $ | - | |||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, 2014 and December 31, 2013 due to the following: | |||||||||
2014 | 2013 | ||||||||
Book Income | $ | (6,662,606 | ) | $ | (603,334 | ) | |||
Meals and Entertainment | 5,000 | 3,000 | |||||||
Other nondeductible expenses | 5,752,241 | 340,032 | |||||||
Accrued Payroll | - | - | |||||||
Valuation allowance | 905,365 | 260,302 | |||||||
$ | - | $ | - | ||||||
At December 31, 2014, the Company had net operating loss carryforwards of approximately $1,165,667 that may be offset against future taxable income from the year 2015 to 2035. No tax benefit has been reported in the financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. | |||||||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Dec. 31, 2014 | |||
Subsequent Events [Abstract] | |||
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS | ||
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than those listed below: | |||
1 | At dates subsequent to the balance sheet the Company issued the 33,000,000 shares for the merger referred to above. | ||
2 | At dates subsequent to the balance sheet the Company issued 3,300,000 shares for funding between .10 and .20 per share. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Summary of Significant Accounting Policies [Abstract] | |||||
Principles of Consolidation | (A) Principles of Consolidation | ||||
The accompanying 2014 consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Green Tree Syndicate, Inc. (from December 4 2014, merger). All intercompany accounts have been eliminated upon consolidation. | |||||
Use of Estimates | (B) Use of Estimates | ||||
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. | |||||
Cash and Cash Equivalents | (C) Cash and Cash Equivalents | ||||
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At December 31, 2014 and 2013, the Company had no cash equivalents. | |||||
Loss Per Share | (D) Loss Per Share | ||||
In accordance with the accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share” basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |||||
The computation of basic and diluted loss per share at December 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | |||||
December 31, | |||||
2014 | |||||
Convertible Debt (Exercise price - $0.0747) | 1,203,121 | ||||
Total | 1,203,121 | ||||
Operating Leases | (E) Operating Leases | ||||
The Company leases approximately 5,300 square feet of space under a 5 1/4-year lease commencing on January 1, 2015 at a base rent of $3,710. | |||||
Business Segments | (F) Business Segments | ||||
The Company operates in one segment and therefore segment information is not presented. | |||||
Allowance for Doubtful Accounts | (G) Allowance for DoubtfulAccounts | ||||
The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where it is aware of a specific customers ability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what it believes will be collected. For all other customers, it recognizes reserves for bad debts based on historical experience. The company has historically experienced virtually no bad debts and thus has not established a reserve. At December 31, 2014, Accounts Receivable consisted of $487 and in 2013 $5,818. | |||||
Inventory | (H)Inventory | ||||
The Company’s inventory consists of finished electronic cigarettes and flavors of vapor, valued under the FIFO method, stated and the lower of cost or market value.At December 31, 2014 the inventory value at lower of cost or market was $123,259 and in 2013 $26,688. | |||||
Revenue recognition | (I) Revenue Recognition | ||||
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company mainly sells to retailers. There are no price incentives and the product can only be returned if defective. As the Company does not believe defective merchandise is likely an allowance has not been recognized. Revenue is recognized on a gross basis with corresponding costs of goods as a reduction to revenue in cost of sales. Revenue is recognized when the product is shipped to the customer. | |||||
Fair Value of Financial Instruments | (J) Fair Value of Financial Instruments | ||||
The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from m 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 to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. | |||||
The guidance also establishes a fair value hierarchy for measurements of fair value as follows: | |||||
● | Level 1 - quoted market prices in active markets for identical assets or liabilities. | ||||
● | Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||
● | Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||
The Company's financial instruments consist of accounts payable, accrued expenses, notes payable, loan payable - related party, and convertible notes payable. The carrying amount of the Company's financial instruments approximates their fair value as of December 31, 2014 and 2013, due to the short-term nature of these instruments. | |||||
The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3 (see Note 8). | |||||
Embedded Conversion Features | (K) Embedded Conversion Features | ||||
The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. | |||||
Derivative Financial Instruments | (L) Derivative Financial Instruments | ||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. | |||||
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. | |||||
Beneficial Conversion Feature | (M) Beneficial Conversion Feature | ||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. | |||||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. | |||||
Debt Issue Costs and Debt Discount | (N) Debt Issue Costs and Debt Discount | ||||
The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||||
Stock-Based Compensation - Non Employees | (O) Stock-Based Compensation - Non Employees | ||||
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | |||||
The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). | |||||
Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | |||||
The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: | |||||
● | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. | ||||
● | Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. | ||||
● | Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||
● | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. | ||||
Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic. | |||||
Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. | |||||
Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. | |||||
Recent Accounting Pronouncements | (P) Recent Accounting Pronouncements | ||||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended August 31, 2014. | |||||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||||
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. | |||||
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. | |||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Summary of Significant Accounting Policies [Abstract] | |||||
Schedule of computation of basic and diluted loss per share excludes common stock equivalents | December 31, | ||||
2014 | |||||
Convertible Debt (Exercise price - $0.0747) | 1,203,121 | ||||
Total | 1,203,121 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Schedule of property and equipment | December 31, | December 31, | Estimated | ||||||||
2014 | 2013 | Useful | |||||||||
Life | |||||||||||
Furniture and Fixtures and Equipment | 30,942 | - | 5-7 years | ||||||||
Leasehold Improvements | 6,249 | 6,249 | 2 years | ||||||||
Computer Equipment | 5,764 | 1,408 | 3 years | ||||||||
Auto | 27,918 | 27,918 | 3 years | ||||||||
70,873 | 35,575 | ||||||||||
Less: Accumulated Depreciation | (35,517 | ) | (10,873 | ) | |||||||
Property and Equipment, Net | $ | 35,356 | $ | 24,702 | |||||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payable/Convertible Notes [Abstract] | |||||||||
Schedule of notes payable | |||||||||
December 31, | December 31, 2013 | ||||||||
2014 | |||||||||
Notes Payable to an individual, originating in 2011, interest imputed at 6%, payable on demand | 5,707 | 20,137 | |||||||
Note Payable to an individual, without interest | 59,000 | 59,000 | |||||||
Renegotiated in 2009 from convertible to non-convertible | |||||||||
Payable on demand | |||||||||
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Liabilities [Abstract] | |||||
Schedule of derivative liability | |||||
Total Derivative Liability at December 31, 2013 | $ | 170,871 | |||
Total Derivative Liability at December 31, 2014 | $ | 579,583 | |||
Derivative Expense | $ | 408,712 |
Merger_Tables
Merger (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule of merger purchase for accounting purposes | Shares (33,000,000 at fair market value of $0.17 on Nov. 3, 2014) | $ | 5,610,000 | ||
Assets acquired in excess of liabilities assumed | $ | (56,486 | ) | ||
Balance assigned to Goodwill | $ | 5,553,514 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Commitments and Contingencies [Abstract] | ||||||
Schedule of future minimum lease commitments | Year | Amount | ||||
2015 | $ | 44,520 | ||||
2016 | 44,520 | |||||
2017 | 44,520 | |||||
2018 | 44,520 | |||||
2019 | 44,520 | |||||
2020 | 11,130 | |||||
Total | 233,730 | |||||
Income_Tax_Tables
Income Tax (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax [Abstract] | |||||||||
Schedule of net deferred tax assets | December 31, 2014 | December 31, 2013 | |||||||
Deferred Tax Assets – Non-current: | |||||||||
NOL Carryover | $ | 377,925 | $ | 42,940 | |||||
Payroll Accrual | - | - | |||||||
Less valuation allowance | (377,925 | ) | $ | (42,940 | ) | ||||
Deferred tax assets, net of valuation allowance | $ | - | $ | - | |||||
Shedue of income tax provision | 2014 | 2013 | |||||||
Book Income | $ | (6,662,606 | ) | $ | (603,334 | ) | |||
Meals and Entertainment | 5,000 | 3,000 | |||||||
Other nondeductible expenses | 5,752,241 | 340,032 | |||||||
Accrued Payroll | - | - | |||||||
Valuation allowance | 905,365 | 260,302 | |||||||
$ | - | $ | - |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Schedule of computation of basic and diluted loss per share | |
Convertible Debt (Exercise price - $0.0747) | 1,203,121 |
Total | 1,203,121 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
sqft | ||
Summary of Significant Accounting Policies [Abstract] | ||
Exercise price of convertible debt | $0.07 | |
Operating lease space | 5,300 | |
Operating lease term | 5 years 3 months | |
Lease commencing date | 1-Jan-15 | |
Rent | $3,710 | |
Accounts receivable | 487 | 5,818 |
Inventory | $123,259 | $28,688 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $70,873 | $35,575 |
Less: Accumulated Depreciation | -35,517 | -10,873 |
Property and Equipment, Net | 35,356 | 24,702 |
Furniture and Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 30,942 | |
Furniture and Fixtures and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property and equipment | P7Y | |
Furniture and Fixtures and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life of property and equipment | P5Y | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 6,249 | 6,249 |
Estimated useful life of property and equipment | P2Y | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 5,764 | 1,408 |
Estimated useful life of property and equipment | P3Y | |
Auto [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $27,918 | $27,918 |
Estimated useful life of property and equipment | P3Y |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property and Equipment (Textual) | ||
Depreciation expense | $13,327 | $10,573 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Short-term Debt [Line Items] | ||
Notes payable | $64,707 | $79,137 |
Notes Payable to an individual, originating in 2011, interest imputed at 6%, payable on demand [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 5,707 | 20,137 |
Note Payable to an individual, without interest, Renegotiated in 2009 from convertible to non-convertible Payable on demand [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | $59,000 | $59,000 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) | Dec. 31, 2014 |
Notes Payable (Textual) | |
Interest rate | 6.00% |
Convertible_Notes_Details
Convertible Notes (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 24, 2013 | Jul. 26, 2013 | |
Notes | ||||
Convertible Notes (Textual) | ||||
Number of convertible note | 2 | |||
Convertible notes payable amount | $90,000 | $90,000 | ||
Convertible note interest rate | 3.00% | |||
Rate of discount off market price | 50.00% | |||
Derivative liability | 579,583 | 170,870 | ||
Volatility rate | 141.08% | |||
Cumulative rate | 71.00% | |||
Inputed interest rate | 10.00% | |||
Notes 1 [Member] | ||||
Convertible Notes (Textual) | ||||
Convertible notes payable amount | 20,000 | |||
Notes 2 [Member] | ||||
Convertible Notes (Textual) | ||||
Convertible notes payable amount | $70,000 |
Customer_Deposits_Details
Customer Deposits (Details) (USD $) | Dec. 31, 2014 |
Customer Deposits (Textual) | |
Customer deposits received in advance | $48,366 |
Going_Concern_Details
Going Concern (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern (Textual) | ||
Net loss | ($6,662,606) | ($603,334) |
Retained deficit | ($7,848,525) | ($1,185,919) |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Liabilities [Abstract] | ||
Derivative liability | $579,583 | $170,870 |
Derivative expense | $408,712 |
Derivative_Liabilities_Details1
Derivative Liabilities (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Liabilities (Textual) | ||
Derivative liability | $579,583 | $170,870 |
Volatility rate | 141.08% | |
Risk free interest | 10.00% | |
Cumulative volatility | 71.00% | |
Share price | $0.15 | |
Derivative liability stock price, Description | The stock price was $0.1493 with the effective price at 50% of $0.1493 or $0.0747. | |
Notes 1 [Member] | ||
Derivative Liabilities (Textual) | ||
Share price | $0.54 | |
Notes 2 [Member] | ||
Derivative Liabilities (Textual) | ||
Share price | $0.56 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
Dec. 11, 2014 | Oct. 16, 2014 | Sep. 15, 2014 | Aug. 14, 2014 | Aug. 12, 2014 | Mar. 06, 2014 | Sep. 24, 2014 | Nov. 08, 2013 | Aug. 29, 2014 | Jul. 24, 2014 | Mar. 19, 2014 | Dec. 26, 2013 | Aug. 28, 2013 | Aug. 30, 2013 | Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Stockholders' Equity (Textual) | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, par value | $0.00 | $0.00 | ||||||||||||||||
Shares issued for cash, shares | 950,000 | 333,333 | 233,334 | 200,000 | 100,000 | 200,000 | 600,000 | 175,000 | ||||||||||
Shares issued for cash | $95,000 | $50,000 | $35,000 | $30,000 | $15,000 | $30,000 | $135,000 | $105,000 | $110,000 | $240,000 | ||||||||
Shares issued for services, shares | 21,818 | 120,000 | 1,000,000 | 29,268 | 62,500 | 16,393 | ||||||||||||
Shares issued for services, value | 24,260 | 48,000 | 24,260 | 25,000 | 10,162 | 166,667 | 73,000 | |||||||||||
Market price per share | $0.52 | $0.40 | $0.45 | $0.40 | $0.62 | |||||||||||||
Prepaid Expense | 12,500 | |||||||||||||||||
Deferred shares issued for unearned services | 233,333 | |||||||||||||||||
Shares issued for debt reduction, shares | 364,642 | |||||||||||||||||
Shares issued for debt reduction | $145,857 | $145,857 |
Merger_Details
Merger (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Shares (33,000,000 at fair market value of $0.17 on Nov. 3, 2014) | $5,610,000 |
Assets acquired in excess of liabilities assumed | -56,486 |
Balance assigned to Goodwill | $5,553,514 |
Merger_Details_Textual
Merger (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Merger (Textual) | |
Number of share issued under business purchase | 33,000,000 |
Contingent liability additional | $2,000,000 |
Fair market value | $0.17 |
Subsidiary revenue | $1,000,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies [Abstract] | |
2015 | $44,520 |
2016 | 44,520 |
2017 | 44,520 |
2018 | 44,520 |
2019 | 44,520 |
2020 | 11,130 |
Total | $233,730 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies (Textual) | |
Operating leases description | The Company leases approximately 5,300 square feet of space under a 5and a 1/4-year lease executed on January 1, 2015. |
Lease expiration date | 1-Jan-15 |
Amount paid as part of the merger agreement | $2,000,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Dec. 31, 2014 |
Chief Executive Officer [Member] | |
Related Party Transactions (Textual) | |
Fees paid | $120,000 |
President [Member] | |
Related Party Transactions (Textual) | |
Fees paid | $10,000 |
Income_Tax_Details
Income Tax (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Assets - Non-current: | ||
NOL Carryover | $377,925 | $42,940 |
Payroll Accrual | ||
Less valuation allowance | -377,925 | -42,940 |
Deferred tax assets, net of valuation allowance |
Income_Tax_Details_1
Income Tax (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Abstract] | ||
Book Income | ($6,662,606) | ($603,334) |
Meals and Entertainment | 5,000 | 3,000 |
Other nondeductible expenses | 5,752,241 | 340,032 |
Accrued Payroll | ||
Valuation allowance | 905,365 | 260,302 |
Total |
Income_Tax_Details_Textual
Income Tax (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax (Textual) | |
Net operating loss carryforwards | $1,165,667 |
Operating loss carryforwards, limitations on use | Company had net operating loss carryforwards of approximately $1,165,667 that may be offset against future taxable income from the year 2015 to 2035. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events (Textual) | |
Number of share issued under business purchase | 33,000,000 |
Share price | $0.17 |
Subsequent Event [Member] | |
Subsequent Events (Textual) | |
Number of share issued under business purchase | 3,300,000 |
Subsequent Event [Member] | Maximum [Member] | |
Subsequent Events (Textual) | |
Share price | $0.20 |
Subsequent Event [Member] | Minimum [Member] | |
Subsequent Events (Textual) | |
Share price | $0.10 |