Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
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The preparation of the financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant estimates and assumptions made by management include allowance for doubtful accounts, inventory valuation, provision for excess or expired inventory, depreciation of property and equipment, realizability of long lived assets, refundable keg deposits, fair market value of equity instruments issued for goods or services and valuation for deferred tax assets. The current economic environment has increased the degree and uncertainty inherent in these estimates and assumptions. |
Cash and Cash Equivalent | Cash and Cash Equivalents |
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Cash and cash equivalents at December 31, 2014 and 2013, included cash on-hand. Cash equivalents are considered all accounts with a maturity date within 90 days. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
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The Company's accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management's estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of December 31, 2014 and 2013 are adequate, but actual write-offs could exceed the recorded allowance. During the years ended December 31, 2014 and 2013, there were no accounts written-off. |
Concentrations of Credit Risk | Concentrations of Credit Risk |
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Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions. |
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The Company sells primarily to independent beer distributors across Western Washington State as well as self distributing to local businesses. Sales outside of Washington State are insignificant. Receivables arising from these sales are not collateralized. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. As of December 31, 2014 there were four customers that represented 94% of Accounts Receivable. As of December 31, 2013 there were two customers that represented 70% of Accounts Receivable. For the year ended December 31, 2014 and 2013 three customers represented approximately 49% and 55% of revenue, respectively. For the years ended December 31, 2014 and 2013, two suppliers of grain and bottling services represented approximately 75% and 98% of the cost of goods sold, respectively. |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments |
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The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments, that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2014 and 2013, the fair value of cash, accounts payable, accrued expenses, notes payable, and capital leases obligations approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. |
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The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). |
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| • | Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |
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| • | Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. | |
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| • | Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. | |
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The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. |
Accounting for Derivatives Liabilities | Accounting for Derivatives Liabilities |
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The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity's Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. The Company determined that none of the company's financial instruments meet the criteria for derivative accounting as of December 31, 2014 and 2013. |
Share-Based Compensation | Share-Based Compensation |
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The Company accounts for share-based compensation under the fair value recognition provisions of ASC Topic 718, Stock Compensation. |
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The company granted 4,000 and 28,500 shares of common stock as a bonus to various employees on December 31, 2014 and 2013, respectively. The Company estimated the fair market value to be $0.50 per share (based on the estimated fair market value of the Company's stock on the date of grant) and as a result, recorded stock based compensation in the amount of $2,000 and $14,250 under general and administrative expenses in the accompanying Statement of Operations as of December 31, 2014 and 2013, respectably. |
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services | Equity Instruments Issued to Non-Employees for Acquiring Goods or Services |
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Issuances of the Company's common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. However, situations may arise in which counter performance may be required over a period of time but the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. |
Inventories and Provision for Excess or Expired Inventory | Inventories and Provision for Excess or Expired Inventory |
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Inventories consist of raw materials, work in process, and finished goods. Raw materials, which principally consist of hops, other brewing materials and packaging, are stated at the lower of cost (first-in, first-out basis) or market value. The cost elements of work in process and finished goods inventory consist of raw materials and direct labor. |
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The provisions for excess or expired inventory are based on management's estimates of forecasted usage of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecasted amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses on its raw materials. |
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The computation of the excess hops inventory requires management to make certain assumptions regarding future sales growth, product mix, new products, cancellation costs, and supply, among others. The Company manages inventory levels and potential purchase commitments in an effort to maximize utilization of hops on hand and hops under commitment. The Company's accounting policy for hops inventory and potential purchase commitments is to recognize a loss by establishing a reserve to the extent inventory levels and commitments exceed management's expected future usage. To date, the amount has been immaterial. |
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The Company used the 'just in time' method to process orders. As a result, the Company had minimal inventory on hand and did not recognize any provision for excess or expired inventory. |
Property and Equipment | Property and Equipment |
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Property and equipment are stated at cost. Expenditures for repairs and maintenance are expensed as incurred. Major renewals and betterments that extend the life of the property are capitalized. Depreciation is computed using the straight-line method based upon the estimated useful lives of the underlying assets as follows: |
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| Kegs | | 5 years |
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| Machinery and equipment | | 7 years |
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| Office equipment and furniture, and vehicles | | 5 years |
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| Leasehold improvements | | Lesser of the remaining term of the lease or estimated useful life of the asset |
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Long-lived Assets | Long-lived Assets |
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The Company's long-lived assets consisted of property and equipment and are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360, Property, Plant, and Equipment, and FASB ASC Topic 205, Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through December 31, 2014, the Company had not experienced impairment losses on its long-lived assets as management determined that there were no indicators that a carrying amount of the asset may not be recoverable. However, there can be no assurances that demand for the Company's products or services will continue, which could result in an impairment of long-lived assets in the future. |
Refundable Deposits on Kegs | Refundable Deposits on Kegs |
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The Company distributes its draft beer in kegs to wholesalers. All kegs are leased or owned by the Company. Purchased kegs are reflected in the Company's balance sheets in property and equipment at cost of approximately $130,000 and $134,000 as of December 31, 2014 and 2013, respectively. Upon shipment of beer to wholesalers, the Company collects a refundable deposit on the kegs which are included in the accrued expenses in current liabilities in the Company's balance sheets. Refundable keg deposits were approximately $51,000 and $53,000 as of December 31, 2014 and 2013, respectively. Upon return of the kegs to the Company, the deposit is refunded to the wholesaler. |
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The Company has experienced some loss of kegs and anticipates that some loss will occur in future periods due to the significant volume of kegs handled by each wholesaler and retailer, the homogeneous nature of kegs owned by most brewers and the relatively small deposit collected for each keg when compared with its market value. The Company believes that this is an industry-wide issue and that the Company's loss experience is not atypical. The Company believes that the loss of kegs, after considering the forfeiture of related deposits, has not been material to the financial statements. The Company uses internal records, records maintained by wholesalers, records maintained by other third party vendors and historical information to estimate the physical count of kegs held by wholesalers. These estimates affect the amount recorded as property, plant and equipment and current liabilities as of the date of the financial statements. The actual liability for refundable deposits could differ from these estimates. |
Due to Related Parties | Due to Related Parties |
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The Company received advances or had expenditures made on the Company's behalf from shareholders for operating expenses and property and equipment purchases. The amounts received or expenditures do not bear interest or have a maturity date. During the fiscal year ending December 31, 2014 fees paid on behalf of the Company totaling $4,000 were recorded under additional paid in capital in the accompanying Balance Sheet with a balance due of nil. During the fiscal year ending December 31, 2013, the Company did not receive any advances nor have any expenditures made on the Company's behalf. |
Noncash Equity Transactions | Noncash Equity Transactions |
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Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration received based on the estimated market value of services to be rendered, or at the estimated value of the goods received. |
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During the period ended December 31, 2013, the Company issued fully vested 990,000 post reorganization shares of common stock and fully vested warrants to purchase 1,000,000 post reorganization shares of common stock to a consultant for services to be performed. The Company estimated the fair market value of the common shares and warrants to be $188,500, which the Company originally recorded under prepaid expenses in the accompanying balance sheet. The Company has amortized the prepaid expense to general and administrative expense in the accompanying statement of operations beginning October 1, 2013. For the year ended December 31, 2014 and 2013 the company amortized to expense $94,250 and $94,250, respectively. At December 31, 2014 and 2013, the unamortized balance was $0 and $94,250, respectively, and is recorded under prepaid expense in the accompanying balance sheet. |
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During the period ended December 31, 2014, the Company issued 1,302,500 fully vested post reorganization shares of common stock to third party consultants for services to be performed. The Company estimated the fair market value of the common shares to be $726,800 (based on the stock price on the date of grant), which the Company has recorded under prepaid expenses in the accompanying balance sheet at December 31, 2014. The Company is amortizing the prepaid expense to general and administrative expense in the accompanying statement of operations over the service period from January 1, 2014 to September 30, 2015. For the year ended December 31, 2014 the company amortized as expense general and administrative expense $654,699 in the accompanying statement of operations. At December 31, 2014, the unamortized balance was $75,989 (including $3,888 related to consultants), and is recorded under prepaid expense in the accompanying balance sheet. |
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During the period ended December 31, 2014, the company issued 75,000 shares of common stock to a Board Member for services rendered. The Company estimated the fair market value to be $150,000 (based on the stock price on the date of grant) which was recognized as expense under general and administrative expense in the accompanying statement of operations as of December 31, 2014. |
Revenue Recognition | Revenue Recognition |
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The Company recognizes revenue on product sales at the time when the product is shipped and the following conditions are met: persuasive evidence of an arrangement exists, title has passed to the customer according to the shipping terms, the price is fixed and determinable, and collection of the sales proceeds is reasonably assured. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. Sales taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from revenues in the statements of operations. Revenue recognized was approximately $1,070,000 and $985,000 for years ended December 31, 2014 and 2013, respectively. |
Excise Taxes | Excise Taxes |
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The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Treasury Department (the "TTB") regulations which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcohol beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes were approximately $15,000 and $16,000 for the years ended December 31, 2014 and 2013, respectively. |
Shipping and Handling Costs | Shipping and Handling Costs |
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Shipping and handling costs for all wholesale sales transactions are billed to the customer and are included in cost of goods sold for all periods presented. |
Cost of Goods Sold | Cost of Goods Sold |
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Cost of goods sold mainly consisted of raw material costs, packaging costs, direct labor and certain overhead allocated costs. Costs are recognized when the related revenue is recorded. |
Advertising, Promotions and Sales | Advertising, Promotions and Sales |
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Advertising, promotional and selling expenses consisted of sales salaries, tap handles, media advertising costs, sales and marketing expenses, and promotional activity expenses and are recognized when incurred in the accompanying statement of operations. Advertising, promotional and sales expenses were $155,982 and $174,014 for the years ending December 31, 2014 and 2013, respectively. |
General and Administrative Expenses | General and Administrative Expenses |
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General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. |
Customer Programs and Incentives | Customer Programs and Incentives |
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Customer programs and incentives, which include customer promotional discount programs and customer incentives, are a common practice in the alcohol beverage industry. The Company incurs customer program costs to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to net revenue or as advertising, promotional and selling expenses in accordance with ASC Topic 605-50, Revenue Recognition—Customer Payments and Incentives, based on the nature of the expenditure. |
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The Company did not incur any significant customer programs and incentive costs for the years ended December 31, 2014 and 2013. |
Income Taxes | Income Taxes |
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The Company had elected to be taxed under the provisions of subchapter S of the Internal Revenue Code for federal and state purposes. Under these provisions, the Company did not pay US corporate income taxes on its taxable income. However, the Company was subject to various state and franchise taxes. In addition, the stockholders are liable for individual federal and state income taxes on the Company's taxable income. |
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The Company's S-Corporation election terminated in June 2013 in connection with the expectation of the initial public offering of the Company's common stock and the issuance of preferred stock which automatically terminated the Company's subchapter S status. From the Company's inception in 2010, it was not subject to federal and state income taxes since it was operating under an S-Corporation election. As of June 1, 2013, the Company became subject to corporate federal and state income taxes. The financial statements presented herein, are presented as the Company being subject to S-corporation taxes for the periods being presented. See Note L for unaudited pro-forma effect on historical financial information to show the impact if the Company had been subject to C-corporation taxes for the periods being presented. |
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Effective June 1, 2013, under the asset and liability method prescribed under ASC 740, Income Taxes, the Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. |
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The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2014, the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal tax examinations nor has it had any federal income tax penalties since its inception. |
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For federal tax purposes, the Company's 2011 through 2014 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share |
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Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the years ended December 31, 2014 and 2013 no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net income (loss) per share were the same. |
Segment Information | Segment Information |
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The Company operates in two segments in accordance with accounting guidance Financial Accounting Standards Board ("FASB") ASC Topic 280, Segment Reporting. Our Chief Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280. See additional discussion at Note K. |
Going Concern | Going Concern |
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The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $2,125,000 and $875,000 December 31, 2014 and 2013, respectively, had a net loss of approximately, $1,250,000 and $330,000 years ended December 31, 2014 and 2013, respectively, and negative working capital of approximately $457,000 at December 31, 2014. These matters, among others, raise substantial doubt about our ability to continue as a going concern. |
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While the Company is attempting to increase sales and generate additional revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate additional revenues. |
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The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Reclassification | Reclassification |
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For the year ending December 31, 2013 the Company reclassified $200,295 from advertising, promotional and selling and $133,989 from general and administrative to cost of goods sold for consistency with the current year financial statement presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
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In August 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance regarding management's responsibility to assess whether substantial doubt exists regarding the ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). This ASU is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company does not expect that the adoption of this ASU to have a material effect on the Company's financial position, operations, or cash flows. |
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In May 2014, the FASB issued ASU 2014-09, which will update Codification topic: Revenue from Contracts with Customers. The principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which entity expects to be entitled in exchange for those goods or services. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after Dec. 15, 2016, including interim periods therein. Management is currently evaluating the impact ASU 2014-09 will have on our financial position, results of operations and cash flows. |