Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Trading Symbol | gale | |
Entity Registrant Name | Galenfeha, Inc. | |
Entity Central Index Key | 1574676 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 89,911,000 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $593,441 | $94,668 |
Accounts receivable | 430,621 | 113,506 |
Inventory | 308,391 | 138,380 |
Total current assets | 1,332,453 | 346,554 |
Fixed Assets, Net | 181,689 | 185,105 |
Other Assets | ||
Goodwill | 240,050 | 0 |
Investments | 0 | 66,000 |
Deposits | 1,000 | 1,000 |
Total Assets | 1,755,192 | 598,659 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 79,991 | 34,309 |
Current maturities of long term debt | 4,789 | 4,741 |
Related party convertible promissory note, net of net discount | 49,315 | 143,493 |
Due to officer | 24,316 | 24,316 |
Total current liabilities | 158,411 | 206,859 |
Long Term Debt | 13,303 | 14,518 |
Total liabilities | 171,714 | 221,377 |
Stockholders' Equity | ||
Common stock subscribed | 1,143,950 | 0 |
Capital stock Authorized: 500,000,000 common shares, $0.001 par value Issued and outstanding shares: 79,162,000 shares at March 31, 2015 and 77,812,000 shares at December 31, 2014 | 79,162 | 77,812 |
Additional paid-in capital | 1,043,638 | 909,988 |
Accumulated deficit | -683,272 | -610,518 |
Total stockholders' equity | 1,583,478 | 377,282 |
Total Liabilities and Stockholders' Equity | $1,755,192 | $598,659 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par Value Per Share | $0.00 | $0.00 |
Common Stock, Shares, Issued | 79,162,000 | 77,812,000 |
Common Stock, Shares, Outstanding | 79,162,000 | 77,812,000 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Product sales, net | $316,702 | $0 |
Cost of Sales | 194,826 | 0 |
Gross Profit | 121,876 | 0 |
Expenses | ||
General and administrative | 39,412 | 27,384 |
Payroll expenses | 111,048 | 0 |
Professional fees | 2,913 | 19,972 |
Engineering research and development | 1,601 | 22,304 |
Depreciation expense | 4,847 | 273 |
Total expenses | 159,821 | 69,933 |
Loss from continuing operations | -37,945 | -69,933 |
Other (Expense) Income | ||
Interest income | 15 | 6 |
Interest expense | -34,824 | 0 |
Total other (expense) | -34,809 | 6 |
Net loss | ($72,754) | ($69,927) |
Net loss per share basic and diluted | $0 | $0 |
Weighted average number of common shares outstanding, basic and diluted | 78,442,000 | 51,373,111 |
CONDENSED_STATEMENT_OF_CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (USD $) | Common Stock [Member] | Common Stock Subscribed [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated [Member] | Total |
Beginning Balance at Mar. 14, 2013 | |||||
Common shares issued for cash and assets at $0.001 per share | $45,000 | $45,000 | |||
Common shares issued for cash and assets at $0.001 per share (Shares) | 45,000,000 | ||||
Common shares issued for cash at $0.025 per share | 6,252 | 150,048 | 156,300 | ||
Common shares issued for cash at $0.025 per share (Shares) | 6,252,000 | ||||
Common shares subscribed | 22,500 | 22,500 | |||
Loss for the period | -136,495 | 136,495 | |||
Ending Balance at Dec. 31, 2013 | 51,252 | 22,500 | 150,048 | -136,495 | 87,305 |
Ending Balance (Shares) at Dec. 31, 2013 | 51,252,000 | ||||
Common shares issued for cash and assets at $0.020 per share | 500 | 9,500 | 10,000 | ||
Common shares issued for cash and assets at $0.020 per share (Shares) | 500,000 | ||||
Common shares issued for cash at $0.025 per share | 25,160 | 603,840 | 629,000 | ||
Common shares issued for cash at $0.025 per share (Shares) | 25,160,000 | ||||
Common shares subscribed | 900 | -22,500 | 21,600 | ||
Issuance of subscribed shares (Shares) | 900,000 | ||||
Beneficial conversion feature of convertible promissory note | 125,000 | 125,000 | |||
Loss for the period | -474,023 | -474,022 | |||
Ending Balance at Dec. 31, 2014 | 77,812 | 909,988 | -610,518 | 377,282 | |
Ending Balance (Shares) at Dec. 31, 2014 | 77,812,000 | ||||
Common shares issued for cash at $0.10 per share | 1,350 | 133,650 | 135,000 | ||
Common shares issued for cash at $0.10 per share (Shares) | 1,350,000 | ||||
Common shares subscribed in acquisition of subsidiary | 191,750 | 191,750 | |||
Common shares subscribed | 952,200 | 952,200 | |||
Loss for the period | -72,754 | -72,754 | |||
Ending Balance at Mar. 31, 2015 | $79,162 | $1,143,950 | $1,043,638 | ($683,272) | $1,583,478 |
Ending Balance (Shares) at Mar. 31, 2015 | 79,162,000 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating Activities | ||
Net Loss | ($72,754) | ($69,927) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,847 | 273 |
Amortization of debt discount | 30,822 | 0 |
Changes in Operating Assets and Liabilities: | ||
(Increase) in accounts receivable | -317,115 | 0 |
(Increase) in inventory | -99,311 | 0 |
Increase in accounts payable and accrued liabilities | 45,682 | 17,480 |
Net cash used in operating activities | -407,829 | -52,174 |
Investing Activities | ||
Purchase of fixed assets | -1,431 | 0 |
Investment in subsidiary | -53,000 | 0 |
Net cash used in investing activities | -54,431 | 0 |
Financing Activities | ||
Payments on note payable | -1,167 | 0 |
Payments on convertible promissory note | -125,000 | 0 |
Sale of capital stock | 1,087,200 | 10,000 |
Net cash provided by financing activities | 961,033 | 10,000 |
Increase in cash | 498,773 | -42,174 |
Cash at beginning of period | 94,668 | 73,480 |
Cash and cash equivalents at end of period | 593,441 | 31,306 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Assets contributed for common stock | 0 | 2,500 |
Stock issued in acquisition of subsidiary | $191,750 | $0 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2015 | |
NATURE OF BUSINESS [Text Block] | NOTE 1 - NATURE OF BUSINESS |
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2015, and for all periods presented herein, have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2015 audited financial statements included in its Form 10-K filed with the Securities and Exchange Commission. The results of operations for the period ended March 31, 2015 and the same period last year are not necessarily indicative of the operating results for the full years. | |
Galenfeha incorporated in the State of Nevada on March 14, 2013, as a for-profit company with a fiscal year end of December 31. Our business office is located at 420 Throckmorton Street, Suite 200, Ft. Worth Texas 76102. We are an engineering company who provides engineering services and alternative power products. Since our inception, we have been providing contractual engineering services, implementing our new products and proprietary technology across multiple disciplines. | |
On March 21, 2015 the Company completed its acquisition of Daylight Pumps, LLC (“Daylight”) for stock and cash. Daylight will continue to operate under its current name. Daylight produces injections pumps to the oil and gas industry. | |
Our revenue stream comes from our contractual engineering services and products we develop and manufacture for natural gas producers, and various industries primarily in the states of Texas and Louisiana. Our engineering services and products reduce our customer’s cost associated with current energy production, including carbon footprint, hazardous waste, and other non-sustainable aspects of producing energy with current technologies. |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
GOING CONCERN [Text Block] | NOTE 2 - GOING CONCERN |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
BASIS OF PRESENTATION | |
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 2 regarding the assumption that the Company is a “going concern”). | |
USE OF ESTIMATES | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. | |
REVENUE RECOGNITION | |
The Company recognizes revenue for sales and billing for freight charges upon delivery of the product to the customer at a fixed and determinable price with a reasonable assurance of collection, passage of title to the customer as indicated by shipping terms and fulfillment of all significant obligations, pursuant to the guidance provided by Accounting Standards Codification (“ASC”) Topic 605. For sales to all customers, including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. In addition, judgments are required in evaluating the credit worthiness of our customers. Credit is not extended to customers and revenue is not recognized until we have determined that collectability is reasonably assured. The Company estimates customer product returns based on historical return patterns and reduces sales and cost of sales accordingly. As of March 31, 2015, 100% of sales were to a single customer. | |
CASH AND CASH EQUIVALENTS | |
All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. Cash at March 31, 2015 and December 31, 2014 was $593,440 and $94,668, respectively. | |
ACCOUNTS RECEIVABLE | |
Accounts receivable represents the uncollected portion of amounts recorded as revenues. Management performs periodic analyses to evaluate all outstanding accounts receivable to estimate an allowance for doubtful accounts that may not be collectible, based on the best facts available to management. Management considers historical collection patterns, accounts receivable aging trends and specific identification of disputed invoices in its analyses. After all reasonable attempts to collect a receivable have failed, the receivable is directly written off. As of March 31, 2015 and December 31, 2014, the balance of the allowance for doubtful accounts was $0 and $0, respectively. | |
As of March 31, 2015, accounts receivable from one customer comprised 100% of total accounts receivable for a sales made in the quarter ended March 31, 2015. | |
INVENTORIES | |
Inventories are stated at the lower of cost, determined on a first-in, first-out basis (“FIFO”), or market, including direct material costs and direct and indirect manufacturing costs. As of March 31, 2015, all work in process inventory assembled had been sold and only cost of materials and freight-in are included in raw material inventory. | |
PROPERTY | |
Property, plant and equipment is recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixtures, and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. | |
RESEARCH AND DEVELOPMENT COSTS | |
Research and development costs, predominately internal labor costs and costs of materials, are charged to expense when incurred. | |
ADVERITISING EXPENSES | |
Advertising expenses are expensed as incurred. The Company expensed advertising costs of $6,306 and $nil for the three month periods ended March 31, 2015 and 2014, respectively. | |
SHIPPING AND HANDLING CHARGES | |
The Company incurs costs related to shipping and handling of its manufactured products. These costs are expensed as incurred as a component of cost of sales. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory. | |
NET INCOME (LOSS) PER COMMON SHARE | |
Net income (loss) per share is calculated in accordance with FASB ASC topic, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. | |
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at March 31, 2015. As of March 31, 2015, the Company had no dilutive potential common shares. | |
FAIR VALUE ACCOUNTING | |
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The three levels of the fair value hierarchy are described below: | |
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
In June 2014, the Financial Accounting Standards Board ("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” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from accounting principles generally accepted in the United States of America (“U.S. GAAP”). In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for this unaudited condensed consolidated financial statements. | |
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
PROPERTY AND EQUIPMENT [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT | ||||||
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. | |||||||
A summary is as follows: | |||||||
2014 | 2014 | ||||||
Manufacturing assets | $ | 120,835 | $ | 120,835 | |||
Vehicles | 56,828 | 56,828 | |||||
Furniture and equipment | 10,045 | 8,614 | |||||
Improvements | 6,280 | 6,280 | |||||
193,988 | 192,557 | ||||||
Less accumulated depreciation | (12,299 | ) | (7,452 | ) | |||
Property and equipment, net | $ | 181,689 | $ | 185,105 | |||
Depreciation expense related to property and equipment was $4,847 and $273 for the three months ended March 31, 2015 and 2014, respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended | |||
Mar. 31, 2015 | ||||
NOTES PAYABLE [Text Block] | NOTE 5 – NOTES PAYABLE | |||
The Company issued a convertible promissory note to a related party. The Company accounts for convertible notes payable in accordance with the guidelines established by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20,Debt with Conversion and Other Options, Emerging Issues Task Force ("EITF") 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and EITF 00-27, Application of Issue No 98-5 To Certain Convertible Instruments. The Beneficial Conversion Feature ("BCF") of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. | ||||
The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a discount on the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants and the debt on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. | ||||
The beneficial conversion discount is being amortized over the one year life of the promissory note. As of March 31, 2015, $49,315 of the discount has been amortized as interest. Interest amortized for the three months ended March 31, 2015 and 2014 was $30,822 and $nil, respectively. | ||||
The Company incurred a loan of $20,000 in the acquisition of a vehicle. The note has an interest rate of 4.04%, payable in payments of $452.65 for 48 months. | ||||
The current maturities and five year debt schedule for the two notes is as follows: | ||||
2015 | $ | 124,741 | ||
2016 | 4,986 | |||
2017 | 5,191 | |||
2018 | 3,126 | |||
138,044 | ||||
Less current maturities | (124,741 | ) | ||
$ | 13,303 | |||
During the three months ended March 31, 2015, interest expense accrued on the convertible promissory note was $3,812 and interest expense incurred and paid on the auto loan was $191. No interest was incurred during the three months ended March 31, 2014. |
SHAREHOLDERS_EQUITY
SHAREHOLDERS EQUITY | 3 Months Ended |
Mar. 31, 2015 | |
SHAREHOLDERS EQUITY [Text Block] | NOTE 6 - SHAREHOLDERS’ EQUITY |
COMMON STOCK | |
The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.001. | |
On March 11, 2014, the Company sold 500,000 shares at the fixed price of $0.02 to an employee of the Company for $10,000. | |
On April 17, 2013, the company filed with the Securities and Exchange Commission an exemption from registration offering on Form D. The offering was closed on April 17, 2014. During this private offering, the Company issued 32,312,000 shares that were subscribed in the one year period at a fixed price of $.025 per share for total proceeds of $807,800. | |
On February 17, 2015, the Company sold 1,350,000 shares of its common stock to one private investor at a price of $0.10 per share, for a total of $135,000. Between February 2 and April 27, 2015, the Company sold 10,272,000 shares of common stock to 117 private investors at a fixed price of $0.10 per share, or an aggregate sale price of $1,027,200. These shares were issued on May 1, 2015. | |
There are no warrants or options outstanding to acquire any additional shares of common stock of the Company. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |||
Mar. 31, 2015 | ||||
COMMITMENTS AND CONTINGENCIES [Text Block] | NOTE 7 - COMMITMENTS AND CONTINGENCIES | |||
The Company entered into a lease agreement for office and research facilities in Texas. One lease is for five years at $24,000 per year beginning September 20, 2013. The second lease is for $10,200 per year for 24 months. The lease commitments for the facilities are: | ||||
Year | ||||
Ended | Amount | |||
2015 | $ | 34,200 | ||
2016 | 27,400 | |||
2017 | 24,000 | |||
2018 | 11,750 | |||
$ | 97,350 | |||
From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
BUSINESS_COMBINATION
BUSINESS COMBINATION | 3 Months Ended | |||
Mar. 31, 2015 | ||||
BUSINESS COMBINATION [Text Block] | NOTE 8 – BUSINESS COMBINATION | |||
On March 21, 2015, the Company completed its acquisition of Daylight Pumps, LLC, a corporation organized under the laws of Arkansas. The acquisition was for the business process and $10,000 inventory assets. Consideration was $58,300 in cash and 76,700 common shares of stock. The former owners will continue to operate the Company under the Daylight Pumps name. | ||||
The acquisition was reported as follows: | ||||
21-Mar-15 | ||||
Inventory assets | $ | 10,000 | ||
10,000 | ||||
Cash for consideration | 58,300 | |||
Stock for consideration | 191,750 | |||
Total Consideration | 250,050 | |||
Goodwill | $ | 240,050 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS [Text Block] | NOTE 9 – SUBSEQUENT EVENTS |
On May 1, 2015, the Company issued 250,000 shares of common stock to Pietro Pagliaruli for CAD/CAM Engineering Design Services for GLFH1200 series battery development. On May 1, 2015, the Company issued 33,125 shares of common stock to Warren T. Robertson as a quarterly percentage valuation, part of the acquisition terms of Daylight Pumps, LLC. Also on May 1, 2015, 47,000 shares of common stock for percentage balance of inventory, and 146,875 shares of common stock as a quarterly percentage valuation, were issued to Wayne Hightower, as part of the acquisition terms of Daylight Pumps, LLC. |
Recovered_Sheet1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION [Policy Text Block] | BASIS OF PRESENTATION |
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 2 regarding the assumption that the Company is a “going concern”). | |
USE OF ESTIMATES [Policy Text Block] | USE OF ESTIMATES |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. | |
REVENUE RECOGNITION [Policy Text Block] | REVENUE RECOGNITION |
The Company recognizes revenue for sales and billing for freight charges upon delivery of the product to the customer at a fixed and determinable price with a reasonable assurance of collection, passage of title to the customer as indicated by shipping terms and fulfillment of all significant obligations, pursuant to the guidance provided by Accounting Standards Codification (“ASC”) Topic 605. For sales to all customers, including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. In addition, judgments are required in evaluating the credit worthiness of our customers. Credit is not extended to customers and revenue is not recognized until we have determined that collectability is reasonably assured. The Company estimates customer product returns based on historical return patterns and reduces sales and cost of sales accordingly. As of March 31, 2015, 100% of sales were to a single customer. | |
CASH AND CASH EQUIVALENTS [Policy Text Block] | CASH AND CASH EQUIVALENTS |
All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. Cash at March 31, 2015 and December 31, 2014 was $593,440 and $94,668, respectively. | |
ACCOUNTS RECEIVABLE [Policy Text Block] | ACCOUNTS RECEIVABLE |
Accounts receivable represents the uncollected portion of amounts recorded as revenues. Management performs periodic analyses to evaluate all outstanding accounts receivable to estimate an allowance for doubtful accounts that may not be collectible, based on the best facts available to management. Management considers historical collection patterns, accounts receivable aging trends and specific identification of disputed invoices in its analyses. After all reasonable attempts to collect a receivable have failed, the receivable is directly written off. As of March 31, 2015 and December 31, 2014, the balance of the allowance for doubtful accounts was $0 and $0, respectively. | |
As of March 31, 2015, accounts receivable from one customer comprised 100% of total accounts receivable for a sales made in the quarter ended March 31, 2015. | |
INVENTORIES [Policy Text Block] | INVENTORIES |
Inventories are stated at the lower of cost, determined on a first-in, first-out basis (“FIFO”), or market, including direct material costs and direct and indirect manufacturing costs. As of March 31, 2015, all work in process inventory assembled had been sold and only cost of materials and freight-in are included in raw material inventory. | |
PROPERTY [Policy Text Block] | PROPERTY |
Property, plant and equipment is recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixtures, and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. | |
RESEARCH AND DEVELOPMENT COSTS [Policy Text Block] | RESEARCH AND DEVELOPMENT COSTS |
Research and development costs, predominately internal labor costs and costs of materials, are charged to expense when incurred. | |
ADVERTISING [Policy Text Block] | ADVERITISING EXPENSES |
Advertising expenses are expensed as incurred. The Company expensed advertising costs of $6,306 and $nil for the three month periods ended March 31, 2015 and 2014, respectively. | |
SHIPPING AND HANDLING CHARGES [Policy Text Block] | SHIPPING AND HANDLING CHARGES |
The Company incurs costs related to shipping and handling of its manufactured products. These costs are expensed as incurred as a component of cost of sales. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory. | |
NET INCOME (LOSS) PER COMMON SHARE [Policy Text Block] | NET INCOME (LOSS) PER COMMON SHARE |
Net income (loss) per share is calculated in accordance with FASB ASC topic, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. | |
Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at March 31, 2015. As of March 31, 2015, the Company had no dilutive potential common shares. | |
FAIR VALUE ACCOUNTING [Policy Text Block] | FAIR VALUE ACCOUNTING |
As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |
The three levels of the fair value hierarchy are described below: | |
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS [Policy Text Block] | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
In June 2014, the Financial Accounting Standards Board ("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” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from accounting principles generally accepted in the United States of America (“U.S. GAAP”). In addition, the amendments eliminate the requirements for development stage entities to: (i) present inception-to-date information in the statements of income, cash flows, and shareholder equity; (ii) label the financial statements as those of a development stage entity; (iii) disclose a description of the development stage activities in which the entity is engaged; and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The presentation and disclosure requirements in ASC Topic 915, "Development Stage Entities" are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for this unaudited condensed consolidated financial statements. | |
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements. |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Schedule of Property, Plant and Equipment [Table Text Block] | 2014 | 2014 | |||||
Manufacturing assets | $ | 120,835 | $ | 120,835 | |||
Vehicles | 56,828 | 56,828 | |||||
Furniture and equipment | 10,045 | 8,614 | |||||
Improvements | 6,280 | 6,280 | |||||
193,988 | 192,557 | ||||||
Less accumulated depreciation | (12,299 | ) | (7,452 | ) | |||
Property and equipment, net | $ | 181,689 | $ | 185,105 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Schedule of Debt [Table Text Block] | 2015 | $ | 124,741 | |
2016 | 4,986 | |||
2017 | 5,191 | |||
2018 | 3,126 | |||
138,044 | ||||
Less current maturities | (124,741 | ) | ||
$ | 13,303 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year | |||
Ended | Amount | |||
2015 | $ | 34,200 | ||
2016 | 27,400 | |||
2017 | 24,000 | |||
2018 | 11,750 | |||
$ | 97,350 |
BUSINESS_COMBINATION_Tables
BUSINESS COMBINATION (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combination, Segment Allocation [Table Text Block] | 21-Mar-15 | |||
Inventory assets | $ | 10,000 | ||
10,000 | ||||
Cash for consideration | 58,300 | |||
Stock for consideration | 191,750 | |||
Total Consideration | 250,050 | |||
Goodwill | $ | 240,050 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Summary Of Significant Accounting Policies 1 | 100.00% |
Summary Of Significant Accounting Policies 2 | $593,440 |
Summary Of Significant Accounting Policies 3 | 94,668 |
Summary Of Significant Accounting Policies 4 | 0 |
Summary Of Significant Accounting Policies 5 | 0 |
Summary Of Significant Accounting Policies 6 | 100.00% |
Summary Of Significant Accounting Policies 7 | 6,306 |
Summary Of Significant Accounting Policies 8 | $0 |
PROPERTY_AND_EQUIPMENT_Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Property And Equipment 1 | $4,847 |
Property And Equipment 2 | $273 |
NOTES_PAYABLE_Narrative_Detail
NOTES PAYABLE (Narrative) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
M | |
Notes Payable 1 | $49,315 |
Notes Payable 2 | 30,822 |
Notes Payable 3 | 0 |
Notes Payable 4 | 20,000 |
Notes Payable 5 | 4.04% |
Notes Payable 6 | 452.65 |
Notes Payable 7 | 48 |
Notes Payable 8 | 3,812 |
Notes Payable 9 | $191 |
SHAREHOLDERS_EQUITY_Narrative_
SHAREHOLDERS EQUITY (Narrative) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Shareholders Equity 1 | 500,000,000 |
Shareholders Equity 2 | $0.00 |
Shareholders Equity 3 | 500,000 |
Shareholders Equity 4 | 0.02 |
Shareholders Equity 5 | 10,000 |
Shareholders Equity 6 | 32,312,000 |
Shareholders Equity 7 | $0.03 |
Shareholders Equity 8 | 807,800 |
Shareholders Equity 9 | 1,350,000 |
Shareholders Equity 10 | $0.10 |
Shareholders Equity 11 | 135,000 |
Shareholders Equity 12 | 10,272,000 |
Shareholders Equity 13 | 117 |
Shareholders Equity 14 | $0.10 |
Shareholders Equity 15 | $1,027,200 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
M | |
Commitments And Contingencies 1 | 24,000 |
Commitments And Contingencies 2 | 10,200 |
Commitments And Contingencies 3 | 24 |
BUSINESS_COMBINATION_Narrative
BUSINESS COMBINATION (Narrative) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Business Combination 1 | $10,000 |
Business Combination 2 | $58,300 |
Business Combination 3 | 76,700 |
SUBSEQUENT_EVENTS_Narrative_De
SUBSEQUENT EVENTS (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events 1 | 250,000 |
Subsequent Events 2 | 33,125 |
Subsequent Events 4 | 47,000 |
Subsequent Events 5 | 146,875 |
Schedule_of_Property_Plant_and
Schedule of Property, Plant and Equipment (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Property And Equipment Schedule Of Property, Plant And Equipment 1 | $120,835 |
Property And Equipment Schedule Of Property, Plant And Equipment 2 | 120,835 |
Property And Equipment Schedule Of Property, Plant And Equipment 3 | 56,828 |
Property And Equipment Schedule Of Property, Plant And Equipment 4 | 56,828 |
Property And Equipment Schedule Of Property, Plant And Equipment 5 | 10,045 |
Property And Equipment Schedule Of Property, Plant And Equipment 6 | 8,614 |
Property And Equipment Schedule Of Property, Plant And Equipment 7 | 6,280 |
Property And Equipment Schedule Of Property, Plant And Equipment 8 | 6,280 |
Property And Equipment Schedule Of Property, Plant And Equipment 9 | 193,988 |
Property And Equipment Schedule Of Property, Plant And Equipment 10 | 192,557 |
Property And Equipment Schedule Of Property, Plant And Equipment 11 | -12,299 |
Property And Equipment Schedule Of Property, Plant And Equipment 12 | -7,452 |
Property And Equipment Schedule Of Property, Plant And Equipment 13 | 181,689 |
Property And Equipment Schedule Of Property, Plant And Equipment 14 | $185,105 |
Schedule_of_Debt_Details
Schedule of Debt (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Notes Payable Schedule Of Debt 1 | $124,741 |
Notes Payable Schedule Of Debt 2 | 4,986 |
Notes Payable Schedule Of Debt 3 | 5,191 |
Notes Payable Schedule Of Debt 4 | 3,126 |
Notes Payable Schedule Of Debt 5 | 138,044 |
Notes Payable Schedule Of Debt 6 | -124,741 |
Notes Payable Schedule Of Debt 7 | $13,303 |
Schedule_of_Future_Minimum_Ren
Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 1 | $34,200 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 2 | 27,400 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 3 | 24,000 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 4 | 11,750 |
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 5 | $97,350 |
Business_Combination_Segment_A
Business Combination, Segment Allocation (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Business Combination Business Combination, Segment Allocation 1 | $10,000 |
Business Combination Business Combination, Segment Allocation 2 | 10,000 |
Business Combination Business Combination, Segment Allocation 3 | 58,300 |
Business Combination Business Combination, Segment Allocation 4 | 191,750 |
Business Combination Business Combination, Segment Allocation 5 | 250,050 |
Business Combination Business Combination, Segment Allocation 6 | $240,050 |