Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | May. 04, 2016 | Jun. 30, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | EF Hutton America, Inc. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Trading Symbol | hutn | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,565,700 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 53,724,673 | ||
Entity Public Float | $ 3,173,214 | ||
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 | 2,015 | ||
Document Fiscal Period Focus | FY |
EF Hutton America, Inc. - Conso
EF Hutton America, Inc. - Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 23,240 | |
Prepaid expenses & other | 27,509 | |
Due from shareholder | 12,500 | |
Total current assets | 63,249 | |
Other assets: | ||
Loans Receivable | 45,250 | |
Accrued Interest Receivable | 4,126 | |
License | 30,000 | |
Brand assets | 10,025,000 | |
Total other assets | 10,104,376 | |
Total Assets | 10,167,625 | |
Current liabilities: | ||
Advances from related parties | 75,852 | |
Advance from shareholder to be settled in stock | 50,000 | |
Due to related party | 62,000 | |
Deposit on private placement | 150,000 | |
Accounts payable | 26,298 | |
Accrued expense to be settled in stock | 345,571 | |
Accrued expenses | 27,070 | |
Total current liabilities | 736,791 | |
Commitments and Contingencies | 0 | |
Stockholders' equity: | ||
Common stock, $0.001 par value; 90,000,000 shares authorized; 53,724,673 and 52,982,199 shares issued & outstanding, respectively | 53,725 | |
Class B common stock, $0.001 par value, 10,000,000 shares authorized, 5,797,000 issued and outstanding | 5,797 | |
Additional paid-in capital | 10,593,038 | |
Accumulated deficit | (1,221,726) | |
Total stockholders' equity | 9,430,834 | |
Total Liabilities and Stockholders' Equity | $ 10,167,625 | |
Restated | ||
Current assets | ||
Cash | $ 0 | |
Prepaid expenses & other | 0 | |
Due from shareholder | 6,500 | |
Total current assets | 6,500 | |
Other assets: | ||
Loans Receivable | 0 | |
Accrued Interest Receivable | 0 | |
License | 0 | |
Brand assets | 10,025,000 | |
Total other assets | 10,025,000 | |
Total Assets | 10,031,500 | |
Current liabilities: | ||
Advances from related parties | 13,991 | |
Advance from shareholder to be settled in stock | 0 | |
Due to related party | 0 | |
Deposit on private placement | 0 | |
Accounts payable | 0 | |
Accrued expense to be settled in stock | 0 | |
Accrued expenses | 15,530 | |
Total current liabilities | 29,521 | |
Commitments and Contingencies | 0 | |
Stockholders' equity: | ||
Common stock, $0.001 par value; 90,000,000 shares authorized; 53,724,673 and 52,982,199 shares issued & outstanding, respectively | 52,982 | |
Class B common stock, $0.001 par value, 10,000,000 shares authorized, 5,797,000 issued and outstanding | 5,797 | |
Additional paid-in capital | 10,036,846 | |
Accumulated deficit | (93,646) | |
Total stockholders' equity | 10,001,979 | |
Total Liabilities and Stockholders' Equity | $ 10,031,500 |
EF Hutton America, Inc. - Balan
EF Hutton America, Inc. - Balance Sheets (Parentheticals)(USD $) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 53,724,673 | 52,982,199 |
Common stock, shares outstanding | 53,724,673 | 52,982,199 |
Class B common stock, par value (in dollars per share) | 0.001 | 0.001 |
Class B common stock, shares authorized | 10,000,000 | 10,000,000 |
Class B common stock, shares issued | 5,797,000 | 5,797,000 |
Class B common stock, shares outstanding | 5,797,000 | 5,797,000 |
EF Hutton America, Inc. - Cons4
EF Hutton America, Inc. - Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses | ||
Professional Fees | $ 111,537 | |
Rent Expenses | 4,455 | |
Selling and Marketing | 5,458 | |
Stock-based compensation | 539,075 | |
General and administrative | 140,850 | |
Total operating expenses | 801,375 | |
Other income | ||
Loss on Investment | 330,831 | |
Interest income | (973) | |
Net other income | (973) | |
Loss from continuing operations (net of tax) | (800,402) | |
Discontinued operations: | ||
Loss on discontinued operations (net of tax) | 0 | |
Net loss from continuing operations | (1,128,080) | |
Net loss from discontinued operations | $ 0 | |
Basic and diluted loss per common share | ||
Loss from continuing operations | $ 0 | |
Loss from discontinued operations | 0 | |
Net loss per share - basic and diluted | $ 0 | |
Weighted average number of common shares outstanding - basic and diluted | 53,405,309 | |
Restated | ||
Operating expenses | ||
Professional Fees | $ 0 | |
Rent Expenses | 0 | |
Selling and Marketing | 0 | |
Stock-based compensation | 0 | |
General and administrative | 23,021 | |
Total operating expenses | 23,021 | |
Other income | ||
Loss on Investment | 0 | |
Interest income | 0 | |
Net other income | 0 | |
Loss from continuing operations (net of tax) | (23,021) | |
Discontinued operations: | ||
Loss on discontinued operations (net of tax) | (113,500) | |
Net loss from continuing operations | (23,021) | |
Net loss from discontinued operations | $ (113,500) | |
Basic and diluted loss per common share | ||
Loss from continuing operations | $ 0 | |
Loss from discontinued operations | 0 | |
Net loss per share - basic and diluted | $ 0 | |
Weighted average number of common shares outstanding - basic and diluted | 6,524,985 |
EF Hutton America, Inc. - Cons5
EF Hutton America, Inc. - Consolidated Statements of Stockholders' Equity - USD ($) | Total | 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 | 809,199 | 0 | ||||
Balance at beginning of period, monetary at Dec. 31, 2012 | $ 809 | $ 0 | $ 82,400 | $ 35,778 | $ 118,987 | |
Asset purchase issuances, shares | 52,173,000 | 5,797,000 | ||||
Asset purchase issuances, monetary | $ 52,173 | $ 5,797 | 0 | 0 | 10,025,000 | |
Spin off Subsidiary | 0 | 0 | (12,584) | 0 | (12,584) | |
Net loss for the period | $ 0 | $ 0 | 0 | 7,097 | 7,097 | |
Balance at end of period, shares at Dec. 31, 2013 | 809,199 | 0 | ||||
Balances at end of period, monetary | $ 809 | $ 0 | 82,400 | 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 | ||||
Balances at end of period, monetary | $ 52,982 | $ 5,797 | 10,036,846 | (93,646) | 10,001,979 | |
Stock Issued for Cash | 742,474 | 0 | ||||
Stock Issued for Cash, monetary | 67 | 0 | 52,533 | 0 | 52,600 | |
Warrants Issued | 0 | 0 | 59,260 | 0 | 59,260 | |
Stock Issued for Acquisitions | 37 | 0 | 29,963 | 0 | 30,000 | |
Shares Issued for Stock Compensation | 638 | 0 | 414,437 | 0 | 415,075 | |
Stock Subscribed | 0 | 0 | 0 | 0 | 150,000 | |
Net loss for the period | $ 0 | $ 0 | 0 | (1,128,080) | (1,128,080) | |
Balance at end of period, shares at Dec. 31, 2015 | 53,724,673 | 5,797,000 | ||||
Balances at end of period, monetary | $ 53,725 | $ 5,797 | $ 10,593,038 | $ (1,221,726) | $ 9,403,334 | |
Shares Issued for Stock Compensation | $ 539,075 |
EF Hutton America, Inc. - Cons6
EF Hutton America, Inc. - Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,128,079) | |
Non Cash Adjustments | ||
Loss on Investment | 330,831 | |
Stock Based Compensation | 539,075 | |
Changes in operating assets and liabilities: | ||
Prepaid Expenses | (27,509) | |
Accounts payable | 26,298 | |
Due to related party | 62,000 | |
Accrued interest receivable | (4,126) | |
Accrued expenses | 11,540 | |
Net Cash Used by Operating Activities - Continuing Operations | (189,971) | |
Net Cash Used by Operating Activities - Discontinued Operations | 0 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Fixed asset purchase | 0 | |
Investment at Cost | (50,000) | |
Loan receivable | (45,250) | |
Acquisition of intangible reserves | 0 | |
Increase in restricted cash reserves | 0 | |
Net Cash Used in Investing Activities - Continuing Operations | (95,250) | |
Net Cash Used in Investing Activities - Discontinued Operations | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Shares issued for cash | 52,600 | |
Advances from related parties | 61,861 | |
Advances from shareholder to be settled in stock | 50,000 | |
Deposit on private placement | 150,000 | |
Due from shareholder | (6,000) | |
Debt issuance costs | 0 | |
Convertible note payable | 0 | |
Convertible note payable, related party | 0 | |
Net Cash Provided By Financing Activities - Continuing Operations | 308,461 | |
Net Cash Provided By Financing Activities - Discontinued Operations | 0 | |
Net increase (decrease) in cash - Continuing operations | 23,240 | |
Net increase (decrease) in cash - Discontinued operations | 0 | |
Cash - Beginning of Period - Continuing Operations | 0 | |
Cash - Beginning of Period - Discontinued Operations | 0 | |
Cash - End of Period - Continuing Operations | 23,240 | |
Cash - End of Period - Discontinued Operations | 0 | |
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in registered investment advisor acquisition | 30,000 | |
Warrants issued for investment | 59,260 | |
Shares to be issued for investment | 221,571 | |
Supplemental Disclosure | ||
Cash paid for interest | 0 | |
Cash paid for income taxes | $ 0 | |
Restated | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (136,521) | |
Non Cash Adjustments | ||
Loss on Investment | 0 | |
Stock Based Compensation | 0 | |
Changes in operating assets and liabilities: | ||
Prepaid Expenses | 0 | |
Accounts payable | 0 | |
Due to related party | 0 | |
Accrued interest receivable | 0 | |
Accrued expenses | 15,530 | |
Net Cash Used by Operating Activities - Continuing Operations | (7,491) | |
Net Cash Used by Operating Activities - Discontinued Operations | (113,500) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Fixed asset purchase | 0 | |
Investment at Cost | 0 | |
Loan receivable | 0 | |
Acquisition of intangible reserves | 0 | |
Increase in restricted cash reserves | 0 | |
Net Cash Used in Investing Activities - Continuing Operations | 0 | |
Net Cash Used in Investing Activities - Discontinued Operations | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Shares issued for cash | 0 | |
Advances from related parties | 13,991 | |
Advances from shareholder to be settled in stock | 0 | |
Deposit on private placement | 0 | |
Due from shareholder | (6,500) | |
Debt issuance costs | 0 | |
Convertible note payable | 0 | |
Convertible note payable, related party | 0 | |
Net Cash Provided By Financing Activities - Continuing Operations | 7,491 | |
Net Cash Provided By Financing Activities - Discontinued Operations | 0 | |
Net increase (decrease) in cash - Continuing operations | 0 | |
Net increase (decrease) in cash - Discontinued operations | 0 | |
Cash - Beginning of Period - Continuing Operations | 0 | |
Cash - Beginning of Period - Discontinued Operations | 0 | |
Cash - End of Period - Continuing Operations | 0 | |
Cash - End of Period - Discontinued Operations | 0 | |
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued in registered investment advisor acquisition | 0 | |
Warrants issued for investment | 0 | |
Shares to be issued for investment | 0 | |
Supplemental Disclosure | ||
Cash paid for interest | 0 | |
Cash paid for income taxes | $ 0 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 1 - Nature of Operations | Note 1 Nature of Operations Nature of Operations EF Hutton America, 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. 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. The purchase has been deemed an affiliate transaction under generally accepted accounting principles (GAAP) and, as such, the assets will be held on the balance sheet at the sellers carrying value as of November 25, 2014 of $10,025,000. 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, 2015 | |
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. |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 3 - 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, 2015 | |
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, 2015 December 31, 2014 Tax at federal statutory rate (15%) $ 0 $ 0 State income tax (5%) 0 0 Book/tax permanent differences: Revenue estimates 0 0 Expense estimates (1,128,080) (136,521) Tax rate estimate 0 0 Net operating loss carryforward $(1,128,080) $(136,521) |
Note 5 - Fair Value of Financia
Note 5 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014. |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 6 - Intangible Assets | Note 6 Intangible Assets On November 25, 2014, the Company purchased certain assets from EFH Group, Inc., a Wyoming corporation. The license to use the EF Hutton name was the only material asset purchased. This license has an indefinite useful life. The purchase has been deemed under GAAP to be an affiliate transaction and, therefore, the assets will be held on the balance sheet at the sellers carrying value of $10,025,000. 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, 2015 | |
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. On February 2, 2015, the Company issued 11,034 common shares to KBM Worldwide, Inc. for cash of $13,792. On March 16, 2015, the Company issued 26,940 common shares to KBM Worldwide, Inc. for cash of $21,283. On March 25, 2015, the Company issued 100,000 common shares each to Christopher Daniels and Stanley Hutton Rumbough for services valued at $160,000. On May 8, 2015, the Company issued 37,500 common shares to Bruce David Winn for $30,000. On June 12, 2015, the Company issued 20,000 common shares to Johnny M. Tooke for cash consideration of $16,000. On June 18, 2015, the Company issued 200,000 common shares to Craig J. Marshak valued at $140,000. On July 31, 2015, the Company issued 200,000 common shares to Dennis R. White for $80,000. On September 2, 2015, the Company issued 20,000 common shares to Barbara Portman for cash consideration of $15,000. On September 2, 2015, the Company issued 12,000 common shares to Frederick P. Ziwot for $9,600. On December 18, 2015, the Company issued 15,000 common shares to Johnny M. Tooke for cash consideration of $12,000. |
Note 8 - Discontinued Operation
Note 8 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 8 - Discontinued Operations | Note 8 Discontinued Operations On November 23, 2014, the business, assets and liabilities of the Companys former surety bonding operations were contributed at book value to Liberty Ventures, Inc., a newly formed wholly owned subsidiary of the Company. Effective on November 25, 2014, the Company spun off Liberty Ventures, Inc. to its shareholders. The financial results of the discontinued surety bonding operations are presented as discontinued operations during the year ended December 31, 2014. The components of the loss from discontinued operations for years ended December 31, 2014 are as follows: Year ended December 31, 2014 Revenue $ 548,471 Cost of revenue 378,139 Gross profit 170,332 Selling, general and administrative expenses 229,348 Income (loss) from operations 59,016 Other income (expense) (115,600) Income (loss) before provision for income taxes (174,616) Total benefit (provision) for tax 61,116 Net income (loss) $ (113,500) |
Note 9 - Related Party Advances
Note 9 - Related Party Advances | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 9 - Related Party Advances | Note 9 Related Party Advances EFH Group Inc., a Wyoming corporation, the majority shareholder of the registrant, advanced the registrant $0 and $13,991 during the years ended December 31, 2015 and 2014. The advances are repayable upon demand and is without interest. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 10 - Subsequent Events | Note 10 Subsequent Events The Company has evaluated subsequent events through the date these condensed financial statements were available to be issued of April 14, 2016, and determined that there are no other reportable subsequent events. |
Note 11 - Restatement
Note 11 - Restatement | 12 Months Ended |
Dec. 31, 2015 | |
Notes | |
Note 11 - Restatement | Note 11 - Restatement The Company has restated its financial statements for the year ended December 31, 2014 to restate the carrying value of the assets acquired on November 25, 2014 to reflect the seller's carrying value because the transaction has been deemed an affiliate transaction. The table below summarizes the impact of the restatement described above: Excerpt from 2014 Consolidated Balance Sheets : As Restated As Originally Reported 2014 2014 Advance from shareholder 6,500 6,500 Brand Assets 10,025,000 157,500,000 Assets from Discontinued Operations Advance from related party 13,991 13,991 Accrued Expenses 15,530 15,530 Common Stock 52,982 52,982 Class B Common Stock 5,797 5,797 Additional Paid in Capital 10,036,846 157,441,221 Accumulated Deficit (93,646) (23,021) Excerpt from 2014 Statement of Operations Operating Expenses 23,021 23,021 Income (Loss) from operations - (23,021) Loss from Continued Operations (23,021) (113,500) Net Income (Loss) (136,521) (23,021) Net Income (loss) on discontinued operations - Excerpt from 2014 Consolidated Statement of Cash Flows Net gain (loss) (136,521) (23,021) Accrued Expenses 15,530 15,530 Net cash used by operating activities - continuing operations (7,491) - Net cash used by operating activities - discontinued operations (113,500) - Net Cash Used in operating activities (7,491) Advance from related party 13,991 13,991 Due from Shareholder (6,500) (6,500) Net cash used by financing activities - continuing operations 7,491 Net Cash provided by (used for) financing activities 7,491 Net Increase (decrease) in cash - continuing operations - Excerpt from 2014 Statement of Stockholders Equity AS RESTATED EF HUTTON AMERICA, INC. STATEMENT OF STOCKHOLDERS EQUITY Common Stock Class B Common Stock Additional Paid In Retained Earnings/ Accumulated Total Stockholder' Shares Amount Shares Amount Capital Deficit Equity Balances at December 31, 2012 809,199 $809 $82,400 35,778 $118,987 Net income (loss) for the year - - - 7,097 7,097 Balances at December 31, 2013 809,199 $809 - - $82,400 $42,875 $126,084 Asset purchase issuances 52,173,000 52,173 5,797,000 5,797 9,967,030 - 10,025,000 Spin off Subsidiary (12,584) - (12,584) Net loss for the period - - - - - (136,521) (136,521) Balances at December 31, 2014 52,982,199 52,982 5,797,000 5,797 10,036,846 (93,646) 10,001,070 AS REPORTED EF HUTTON AMERICA, INC. STATEMENT OF STOCKHOLDERS EQUITY Common Stock Class B Common Stock Additional Paid In Accumulated Total Stockholder' Shares Amount Shares Amount Capital Deficit Equity Balances at November 24, 2014 809,199 809 - - (809) - - Asset purchase issuances 52,173,000 52,173 5,797,000 5,797 10,025,000 - 10,025,000 Net loss for the period - - - - - (23,021) (23,021) Balances at December 31, 2014 52,982,199 52,982 5,797,000 5,797 10,024,191 (23,021) 10,001,979 |
Note 2 - Summary of Significa18
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa19
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa20
Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa21
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa22
Note 2 - Summary of Significant Accounting Policies: Income Tax (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa23
Note 2 - Summary of Significant Accounting Policies: Net Income (loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa24
Note 2 - Summary of Significant Accounting Policies: Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa25
Note 2 - Summary of Significant Accounting Policies: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 Significa26
Note 2 - Summary of Significant Accounting Policies: New Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | December 31, 2015 December 31, 2014 Tax at federal statutory rate (15%) $ 0 $ 0 State income tax (5%) 0 0 Book/tax permanent differences: Revenue estimates 0 0 Expense estimates (1,128,080) (136,521) Tax rate estimate 0 0 Net operating loss carryforward $(1,128,080) $(136,521) |
Note 8 - Discontinued Operati28
Note 8 - Discontinued Operations: Loss From Discontinued Operations Table (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Loss From Discontinued Operations Table | Year ended December 31, 2014 Revenue $ 548,471 Cost of revenue 378,139 Gross profit 170,332 Selling, general and administrative expenses 229,348 Income (loss) from operations 59,016 Other income (expense) (115,600) Income (loss) before provision for income taxes (174,616) Total benefit (provision) for tax 61,116 Net income (loss) $ (113,500) |
Note 11 - Restatement_ Schedule
Note 11 - Restatement: Schedule of Impact of Restatement on Balance Sheets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Impact of Restatement on Balance Sheets | Excerpt from 2014 Consolidated Balance Sheets : As Restated As Originally Reported 2014 2014 Advance from shareholder 6,500 6,500 Brand Assets 10,025,000 157,500,000 Assets from Discontinued Operations Advance from related party 13,991 13,991 Accrued Expenses 15,530 15,530 Common Stock 52,982 52,982 Class B Common Stock 5,797 5,797 Additional Paid in Capital 10,036,846 157,441,221 Accumulated Deficit (93,646) (23,021) |
Note 11 - Restatement_ Schedu30
Note 11 - Restatement: Schedule of Impact of Restatement on Statement of Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Impact of Restatement on Statement of Operations | Excerpt from 2014 Statement of Operations Operating Expenses 23,021 23,021 Income (Loss) from operations - (23,021) Loss from Continued Operations (23,021) (113,500) Net Income (Loss) (136,521) (23,021) Net Income (loss) on discontinued operations - |
Note 11 - Restatement_ Schedu31
Note 11 - Restatement: Schedule of Impact of Restatement on Statement of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Impact of Restatement on Statement of Cash Flows | Excerpt from 2014 Consolidated Statement of Cash Flows Net gain (loss) (136,521) (23,021) Accrued Expenses 15,530 15,530 Net cash used by operating activities - continuing operations (7,491) - Net cash used by operating activities - discontinued operations (113,500) - Net Cash Used in operating activities (7,491) Advance from related party 13,991 13,991 Due from Shareholder (6,500) (6,500) Net cash used by financing activities - continuing operations 7,491 Net Cash provided by (used for) financing activities 7,491 Net Increase (decrease) in cash - continuing operations - |
Note 11 - Restatement_ Schedu32
Note 11 - Restatement: Schedule of Impact of Restatement on Statement of Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Impact of Restatement on Statement of Stockholders' Equity | Excerpt from 2014 Statement of Stockholders Equity AS RESTATED EF HUTTON AMERICA, INC. STATEMENT OF STOCKHOLDERS EQUITY Common Stock Class B Common Stock Additional Paid In Retained Earnings/ Accumulated Total Stockholder' Shares Amount Shares Amount Capital Deficit Equity Balances at December 31, 2012 809,199 $809 $82,400 35,778 $118,987 Net income (loss) for the year - - - 7,097 7,097 Balances at December 31, 2013 809,199 $809 - - $82,400 $42,875 $126,084 Asset purchase issuances 52,173,000 52,173 5,797,000 5,797 9,967,030 - 10,025,000 Spin off Subsidiary (12,584) - (12,584) Net loss for the period - - - - - (136,521) (136,521) Balances at December 31, 2014 52,982,199 52,982 5,797,000 5,797 10,036,846 (93,646) 10,001,070 AS REPORTED EF HUTTON AMERICA, INC. STATEMENT OF STOCKHOLDERS EQUITY Common Stock Class B Common Stock Additional Paid In Accumulated Total Stockholder' Shares Amount Shares Amount Capital Deficit Equity Balances at November 24, 2014 809,199 809 - - (809) - - Asset purchase issuances 52,173,000 52,173 5,797,000 5,797 10,025,000 - 10,025,000 Net loss for the period - - - - - (23,021) (23,021) Balances at December 31, 2014 52,982,199 52,982 5,797,000 5,797 10,024,191 (23,021) 10,001,979 |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details) - USD ($) | Nov. 26, 2014 | Nov. 25, 2014 |
Details | ||
Assets purchased value | $ 10,025,000 | |
Common shares issued for asset purchase | 52,173,000 | 52,173,000 |
Class B common shares issued for asset purchase | 5,797,000 | 5,797,000 |
Note 4 - Income Taxes_ Schedu34
Note 4 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Tax at federal statutory rate (15%) | $ 0 | $ 0 |
State income tax (5%) | 0 | 0 |
Revenue estimates | 0 | 0 |
Expense estimates | (1,128,080) | (136,521) |
Tax rate estimate | 0 | 0 |
Net operating loss carryforward | $ (1,128,080) | $ (136,521) |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details) - USD ($) | Nov. 26, 2014 | Nov. 25, 2014 |
Details | ||
Assets purchased value | $ 10,025,000 | |
Common shares issued for asset purchase | 52,173,000 | 52,173,000 |
Class B common shares issued for asset purchase | 5,797,000 | 5,797,000 |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Details) - USD ($) | Dec. 18, 2015 | Sep. 02, 2015 | Jul. 31, 2015 | Jun. 18, 2015 | Jun. 12, 2015 | May. 08, 2015 | Mar. 25, 2015 | Mar. 16, 2015 | Feb. 02, 2015 | Nov. 26, 2014 | Nov. 25, 2014 |
Details | |||||||||||
Common shares issued for asset purchase | 52,173,000 | 52,173,000 | |||||||||
Class B common shares issued for asset purchase | 5,797,000 | 5,797,000 | |||||||||
Common shares issued to KBM Worldwide, Inc. | 26,940 | 11,034 | |||||||||
Value of common shares issued to KBM Worldwide, Inc. | 21,283 | 13,792 | |||||||||
Shares issued to a related party | 100,000 | ||||||||||
Value of shares issued to a related party | $ 160,000 | ||||||||||
Common shares issued to Bruce David Winn | 37,500 | ||||||||||
Value of common shares issued to Bruce David Winn | $ 30,000 | ||||||||||
Common shares issued for cash | 15,000 | 20,000 | 20,000 | ||||||||
Value of shares issued for cash | $ 12,000 | $ 15,000 | $ 16,000 | ||||||||
Shares issued to Craig J. Marshak | 200,000 | ||||||||||
Value of Shares issued to Craig J. Marshak | $ 140,000 | ||||||||||
Shares issued to Dennis R. White | 200,000 | ||||||||||
Value of Shares issued to Dennis R. White | $ 80,000 | ||||||||||
Common shares issued to Frederick P. Ziwot | 12,000 | ||||||||||
Value of Common shares issued to Frederick P. Ziwot | $ 9,600 |
Note 8 - Discontinued Operati37
Note 8 - Discontinued Operations: Loss From Discontinued Operations Table (Details) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Details | |
Revenues | $ 548,471 |
Cost of Revenue | 378,139 |
Gross Profit | 170,332 |
Selling, General and Administrative Expense | 229,348 |
Income (loss) from operations | 59,016 |
Other income (expense) | (115,600) |
Income (loss) before provision for income taxes | (174,616) |
Total benefit (provision) for tax | 61,116 |
Net income (loss) | $ (113,500) |
Note 9 - Related Party Advanc38
Note 9 - Related Party Advances (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Related Party Advances | $ 0 | $ 13,991 |