Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 21, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | EF Hutton America, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2014 | ||
Trading Symbol | hutn | ||
Amendment Flag | true | ||
Amendment Description | 3 | ||
Entity Central Index Key | 1,565,700 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 53,257,673 | ||
Entity Public Float | $ 680,662 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,014 | ||
Document Fiscal Period Focus | FY |
EF Hutton America, Inc. - Conso
EF Hutton America, Inc. - Consolidated Balance Sheet - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Due from shareholder | $ 6,500 | $ 0 |
Total current assets | 6,500 | 0 |
Other assets: | ||
Brand assets | 57,970,000 | 0 |
Total other assets | 57,970,000 | 0 |
Assets from Discontinued Operations | 0 | 339,515 |
Total Assets | 57,976,500 | 339,515 |
Current liabilities: | ||
Advances from related party | 13,991 | 0 |
Accrued expenses | 15,530 | 0 |
Total current liabilities | 29,521 | 0 |
Liabilities from Discontinued Operations | 0 | 213,431 |
Total liabilities | 29,521 | 213,431 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 90,000,000 shares authorized; 52,982,199 shares issued & outstanding | 52,982 | 10,000 |
Class B common stock, $0.001 par value, 10,000,000 shares authorized, 5,797,000 issued and outstanding | 5,797 | 0 |
Additional paid-in capital | 57,981,846 | 73,209 |
Accumulated deficit | (93,646) | 42,875 |
Total stockholders' equity | 57,946,979 | 126,084 |
Total Liabilities and Stockholders' Equity | $ 57,976,500 | $ 339,515 |
EF Hutton America, Inc. - Balan
EF Hutton America, Inc. - Balance Sheets (Parentheticals)(USD $) - $ / shares | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 10,000,000 |
Common stock, shares issued | 52,982,199 | 10,000,000 |
Common stock, shares outstanding | 52,982,199 | 10,000,000 |
Class B common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Class B common stock, shares authorized | 10,000,000 | 0 |
Class B common stock, shares issued | 5,797,000 | 0 |
Class B common stock, shares outstanding | 5,797,000 | 0 |
EF Hutton America, Inc. - Cons4
EF Hutton America, Inc. - Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
General and administrative | 23,021 | 0 |
Total operating expenses | 23,021 | 0 |
Loss from continued operations | (23,021) | 0 |
Discontinued operations: | ||
Gain (Loss) on discontinued operations (net of tax) | (113,500) | 8,127 |
Net income (loss) | (136,521) | 0 |
Net income (loss) on discontinued operations | $ 0 | $ 8,127 |
Basic and diluted loss per common share | ||
Loss from continuing operations | $ 0 | $ 0 |
Loss from discontinued operations | 0 | 0 |
Net loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 6,524,985 | 10,000,000 |
EF Hutton America, Inc. - Cons5
EF Hutton America, Inc. - Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings/ Accumulated Deficit | Total Stockholders' Equity |
Balance at beginning of period, Shares at Dec. 31, 2012 | 10,000,000 | 0 | |||
Balance at beginning of period at Dec. 31, 2012 | $ 10,000 | $ 0 | $ 73,209 | $ 35,778 | $ 118,987 |
Net loss for the period | $ 0 | $ 0 | 0 | 7,097 | 7,097 |
Balance at end of period, shares at Dec. 31, 2013 | 10,000,000 | 0 | |||
BalancesAtEndOfPeriod | $ 10,000 | $ 0 | 73,209 | 42,875 | 126,084 |
Net loss for the period | $ 0 | $ 0 | 0 | (136,521) | (136,521) |
Balance at end of period, shares at Dec. 31, 2014 | 52,982,199 | 5,797,000 | |||
BalancesAtEndOfPeriod | $ 52,982 | $ 5,797 | 57,981,846 | (93,646) | 57,946,979 |
Reverse Stock Split, shares | (9,190,801) | 0 | |||
Reverse Stock Split, monetary | $ (9,191) | $ 0 | 9,191 | 0 | 0 |
Asset purchase issuances, shares | 52,173,000 | 5,797,000 | |||
Asset purchase issuances, monetary | $ 52,173 | $ 5,797 | 57,842,030 | 0 | 57,900,000 |
Spin off Subsidiary, monetary | $ 0 | $ 0 | $ 57,416 | $ 0 | $ 57,416 |
EF Hutton America, Inc. - Cons6
EF Hutton America, Inc. - Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net gain (loss) | $ (136,521) | $ 7,097 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 0 |
Accrued expenses | 15,530 | 0 |
Net cash used by operating activities - continuing operations | (7,491) | 0 |
Net cash used by operating activities - discontinued operations | (113,500) | (4,475) |
Net Cash Used By Operating Activities | (120,991) | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash provided by (used for) investing activities - continuing operations | 0 | 0 |
Net cash provided by (used for) investing activities - discontinued operations | 0 | (42,429) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advance from related party | 13,991 | 0 |
Due from shareholder | (6,500) | 0 |
Net Cash Provided By Financing Activities - continuing operations | 7,491 | 0 |
Net Cash Provided By Financing Activities - discontinued operations | 0 | 33,000 |
Net increase (decrease) in cash - continuing operations | 0 | 0 |
Net increase (decrease) in cash - discontinued operations | 0 | (13,904) |
Cash - Beginning of Period - continuing operations | 0 | 0 |
Cash - Beginning of Period - discontinued operations | 0 | 30,817 |
Cash - End of Period - discontinued operations | 0 | (16,913) |
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Purchase of intangible assets in exchange for common shares and Class B common shares | 57,970,000 | 0 |
Supplemental Disclosure | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 1 - Nature of Operations | Note 1 Nature of Operations Nature of Operations EFH Group, Inc. (the Company) was incorporated in the State of Colorado on March 8, 2007 under the name of Twentyfour/seven Ventures, Inc. The name of the Company was changed to EFH Group, Inc. on October 28, 2014. The name of the Company was changed to EF Hutton America, Inc. on March 30, 2015. EF Hutton Financial Corp., a wholly owned subsidiary of the registrant, operates an internet marketplace that connects consumers with a network of financial providers across a range of financial products and services, including, but not limited to insurance, tax, real estate and financial planning. The marketplace, Gateway, connects consumers with a wide range of financial providers and solutions. Gateway makes independent provides a viable choice for consumers by eliminating barriers that impede consumers from using independent providers, primarily through marketing to raise awareness of the independent sector and by standardizing and streamlining the process of selecting and engaging independent financial professionals. Financial providers who register with Gateway benefit by generating new client relationships. In addition to operating Gateway, the subsidiary intends to offer specialty financial services through its institution division. Through its wholly owned subsidiary, the Company is a national provider of financial services to individuals, corporations and institutions. These services include financial planning, investment advice, asset management and private equity. The Company delivers services through a network of affiliates who are independent professional financial advisors and agents. On November 25, 2014, the Company purchased certain assets of EFH Group, Inc., a Wyoming corporation (EFH Wyoming). The assets consist of various trademarks and license rights, rights to computer programming code and other intellectual property. Based on the stock price at the time of purchase, the assets will be held on the balance sheet at value of $57,970,000. The Company issued a total of 52,173,000 restricted common shares and 5,797,000 restricted Class B common shares as consideration for the EFH Wyoming asset purchase. On November 23, 2014, the assets and liabilities of the Company were contributed at book value to Liberty Ventures, Inc., a then wholly owned subsidiary of the Company. The common shares of EF Hutton Financial Corp., a wholly owned subsidiary of the Company were not included in the spin-off. Effective on November 25, 2014, the Company spun off Liberty Ventures, Inc., its then wholly owned subsidiary, to its shareholders as of November 24, 2014. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the periods presented. The Company makes the estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. The Company believes that significant estimates, assumptions and judgments are reasonable, based upon information available at the time they are made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. Property and equipment Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life, generally seven years for furniture and fixtures and five years for office equipment. Revenue recognition The Company recognizes revenue when upon receipt of the fees received for services rendered through its Gateway system. Income tax The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss 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 income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Financial Instruments The carrying value of the Company's financial instruments, as reported in the accompanying balance sheet, approximates fair value due to their short term maturities. Long-Lived Assets In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. New Accounting Standards From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the condensed financial statements upon adoption. |
Substantial Doubt about Going C
Substantial Doubt about Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Substantial Doubt about Going Concern | Note 3 Going Concern The Companys financial statements have been prepared on a going concern basis that assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Companys ability to continue as a going concern depends on its ability to generate profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities when they come due. There is no assurance that these events will be satisfactorily completed. |
Note 4 - Income Taxes
Note 4 - Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 4 - Income Taxes | Note 4 - Income Taxes Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740. Income taxes at federal and state statutory rates are reconciled to the Companys actual income taxes as follows: December 31, 2014 Tax at federal statutory rate (15%) $ 0 State income tax (5%) 0 Book/tax permanent differences: Revenue estimates 0 Expense estimates (136,521) Tax rate estimate 0 Income tax before operating loss carryforwards (136,521) Net loss carryforward 0 Income tax, net $(136,521) |
Note 5 - Fair Value of Financia
Note 5 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 5 - Fair Value of Financial Instruments | Note 5 Fair Value of Financial Instruments The Company has adopted the guidance of ASC 820, Fair Value Measurement which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. ASC 825, Financial Instruments, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company has not elected to apply the fair value option to any outstanding instruments. The Company did not have any liabilities carried at fair value measured on a recurring basis as of December 31, 2014. |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 6 - Intangible Assets | Note 6 Intangible Assets On November 25, 2014, the Company purchased certain assets of EFH Group, Inc., a Wyoming corporation. The assets consist of various trademarks and trademark license rights and other brand related property. Based on the stock price at the time of purchase, the assets will be held on the balance sheet at value of $57,970,000. The Company issued a total of 52,173,000 restricted voting common shares and 5,797,000 restricted non-voting Class B common shares as consideration for the EFH Wyoming asset purchase. |
Note 7 - Stockholders' Equity
Note 7 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 7 - Stockholders' Equity | Note 7 Stockholders Equity Common stock Pursuant to the asset purchase agreement, the Company issued the 52,173,000 common shares and 5,797,000 Class B common shares to EFH Wyoming, a company controlled by an officer and director of the registrant. The Class B common shares have the following rights and privileges: Dividend rights - Fifty percent (50%) of the standard common share dividend Liquidation rights - Fifty percent (50%) of standard common share liquidation rights Exchange privileges - Exchangeable for standard common shares on a one for one basis with thirty (30) days prior notice to the Company |
Note 8 - Related Party Advances
Note 8 - Related Party Advances | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 8 - Related Party Advances | Note 8 Related Party Advances EFH Group Inc., a Wyoming corporation, the majority shareholder of the registrant, advanced the registrant $13,991 during the year ended December 31, 2014. The advance is repayable upon demand and is without interest. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Notes | |
Note 9 - Subsequent Events | Note 9 Subsequent Events The Company launched Gateway, an internet service, on March 16, 2015. Gateway is a marketplace for independent financial services and, as such, it connects consumers with a network of financial providers across a range of financial products and services, including: insurance, tax, real estate, financial planning. Gateway operates the network and does not directly provide financial services to consumers, such services are provided by the independent financial providers that register on Gateway. The Company has evaluated subsequent events through the date these condensed financial statements were available to be issued of August 28, 2015, and determined that there are no other reportable subsequent events. |
Note 2 - Summary of Significa16
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the periods presented. The Company makes the estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. The Company believes that significant estimates, assumptions and judgments are reasonable, based upon information available at the time they are made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term. |
Note 2 - Summary of Significa17
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. |
Note 2 - Summary of Significa18
Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Property and Equipment | Property and equipment Property and equipment are recorded at cost and depreciated under straight line methods over each item's estimated useful life, generally seven years for furniture and fixtures and five years for office equipment. |
Note 2 - Summary of Significa19
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Revenue Recognition | Revenue recognition The Company recognizes revenue when upon receipt of the fees received for services rendered through its Gateway system. |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies: Income Tax (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Income Tax | Income tax The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss 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. |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies: Net Income (loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Net Income (loss) Per Share | Net income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies: Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Financial Instruments | Financial Instruments The carrying value of the Company's financial instruments, as reported in the accompanying balance sheet, approximates fair value due to their short term maturities. |
Note 2 - Summary of Significa23
Note 2 - Summary of Significant Accounting Policies: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
Long-lived Assets | Long-Lived Assets In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. |
Note 2 - Summary of Significa24
Note 2 - Summary of Significant Accounting Policies: New Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Policies | |
New Accounting Standards | New Accounting Standards From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification ("ASC") are communicated through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the condensed financial statements upon adoption. |
Note 4 - Income Taxes_ Schedule
Note 4 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | December 31, 2014 Tax at federal statutory rate (15%) $ 0 State income tax (5%) 0 Book/tax permanent differences: Revenue estimates 0 Expense estimates (136,521) Tax rate estimate 0 Income tax before operating loss carryforwards (136,521) Net loss carryforward 0 Income tax, net $(136,521) |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details) - Nov. 26, 2014 - USD ($) | Total |
Details | |
Assets purchased value | $ 57,970,000 |
Common shares issued for asset purchase | 52,173,000 |
Class B common shares issued for asset purchase | 5,797,000 |
Note 4 - Income Taxes_ Schedu27
Note 4 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) | Dec. 31, 2014USD ($) |
Details | |
Tax at federal statutory rate (15%) | $ 0 |
State income tax (5%) | 0 |
Revenue estimates | 0 |
Expense estimates | (136,521) |
Tax rate estimate | 0 |
Income tax before operating loss carryforwards | (136,521) |
Operating Loss Carryforwards | 0 |
Income tax, net | $ (136,521) |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details) - Nov. 26, 2014 - USD ($) | Total |
Details | |
Assets purchased value | $ 57,970,000 |
Common shares issued for asset purchase | 52,173,000 |
Class B common shares issued for asset purchase | 5,797,000 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Details) | Nov. 26, 2014shares |
Details | |
Common shares issued for asset purchase | 52,173,000 |
Class B common shares issued for asset purchase | 5,797,000 |
Note 8 - Related Party Advanc30
Note 8 - Related Party Advances (Details) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Details | |
Proceeds from Related Party Debt | $ 13,991 |