Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 18, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | House of BODS Fitness, Inc. | ||
Entity Central Index Key | 1,584,489 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2014 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 117,000 | ||
Entity Common Stock, Shares Outstanding | 16,070,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,014 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $ 1,656 | |
Total current assets | 1,656 | |
Property and equipment, net | $ 10,651 | $ 13,926 |
Other assets, net | 2,797 | |
Total Assets | $ 12,307 | 16,723 |
Current liabilities | ||
Bank overdraft | $ 13 | |
Loan from officer | $ 8,100 | |
Total current liabilities | 8,100 | $ 13 |
Long-term liabilities | ||
Loan from shareholder | 30,000 | 10,000 |
Total long-term liabilities | 30,000 | 10,000 |
Total liabilities | $ 38,100 | $ 10,013 |
Stockholders' equity: | ||
Preferred stock, $.0001 par value, authorized 25,000,000 shares; none outstanding at December 31, 2013 and 2012, respectively | ||
Common stock, $.0001 par value, authorized 100,000,000 shares; 16,070,000 and 16,070,000 issued and outstanding as of December 31, 2014 and 2013, respectively | $ 1,607 | $ 1,607 |
Additional paid-in capital | 252,030 | 252,030 |
Accumulated deficit | (279,430) | (246,927) |
Total stockholders' equity | (25,793) | 6,710 |
Total liabilities and stockholders' equity | $ 12,307 | $ 16,723 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 16,070,000 | 16,070,000 |
Common stock, shares outstanding | 16,070,000 | 16,070,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | 51 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 12,837 | $ 29,549 | $ 176,753 |
Cost of revenue | 2,907 | 20,902 | 127,553 |
Gross profit | 9,930 | 8,647 | 49,200 |
Expenses | |||
General and administrative | 42,433 | 62,228 | 289,062 |
Total expenses | 42,433 | 62,228 | 289,062 |
Net income (loss) before income taxes | $ (32,503) | $ (53,581) | $ (239,862) |
Provision for income taxes | |||
Net income (loss) | $ (32,503) | $ (53,581) | $ (239,862) |
Weighted average number of common shares outstanding, basic and fully diluted | 16,070,000 | 16,070,000 | |
Net loss per weighted share basic and fully diluted |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2010 | |||||
Balance, shares at Sep. 30, 2010 | |||||
Stock issued for services | $ 1,500 | $ 48,789 | $ 50,289 | ||
Stock issued for services, shares | 15,000,000 | ||||
Stock subscription receivable | $ 10,000 | $ (10,000) | |||
Net loss for year | $ (32,594) | $ (32,594) | |||
Balance at Dec. 31, 2010 | $ 1,500 | $ 58,789 | $ (10,000) | $ (32,594) | $ 17,695 |
Balance, shares at Dec. 31, 2010 | 15,000,000 | ||||
Balance at Sep. 30, 2010 | |||||
Balance, shares at Sep. 30, 2010 | |||||
Cash received, stock subscription | $ 10,000 | ||||
Net loss for year | (239,862) | ||||
Balance at Dec. 31, 2014 | $ 1,607 | $ 252,030 | $ (279,430) | (25,793) | |
Balance, shares at Dec. 31, 2014 | 16,070,000 | ||||
Balance at Dec. 31, 2010 | $ 1,500 | 58,789 | $ (10,000) | $ (32,594) | 17,695 |
Balance, shares at Dec. 31, 2010 | 15,000,000 | ||||
Stock issued for cash | $ 57 | $ 56,943 | 57,000 | ||
Stock issued for cash, shares | 570,000 | ||||
Cash received, stock subscription | $ 10,000 | 10,000 | |||
Property and equipment contributed | $ 8,448 | 8,448 | |||
Capital contributed for rent | $ 21,600 | 21,600 | |||
Net loss for year | $ (80,608) | (80,608) | |||
Balance at Dec. 31, 2011 | $ 1,557 | $ 145,780 | $ (113,202) | 34,135 | |
Balance, shares at Dec. 31, 2011 | 15,570,000 | ||||
Stock issued for cash | $ 31 | 59,469 | 59,500 | ||
Stock issued for cash, shares | 310,000 | ||||
Capital contributed for rent | $ 21,600 | 21,600 | |||
Net loss for year | $ (80,144) | (80,144) | |||
Balance at Dec. 31, 2012 | $ 1,588 | $ 226,849 | $ (193,346) | 35,091 | |
Balance, shares at Dec. 31, 2012 | 15,880,000 | ||||
Stock issued for cash | $ 19 | $ 8,981 | $ 9,000 | ||
Stock issued for cash, shares | 190,000 | ||||
Cash received, stock subscription | |||||
Capital contribution | $ 16,200 | $ 16,200 | |||
Net loss for year | $ (53,581) | (53,581) | |||
Balance at Dec. 31, 2013 | $ 1,607 | $ 252,030 | (246,927) | $ 6,710 | |
Balance, shares at Dec. 31, 2013 | 16,070,000 | ||||
Cash received, stock subscription | |||||
Net loss for year | (32,503) | $ (32,503) | |||
Balance at Dec. 31, 2014 | $ 1,607 | $ 252,030 | $ (279,430) | $ (25,793) | |
Balance, shares at Dec. 31, 2014 | 16,070,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | 51 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (32,503) | $ (53,581) | $ (239,862) |
Adjustments to reconcile net loss to net cash used for operating activities: | |||
Depreciation and amortization | 3,275 | 5,149 | 14,743 |
Inventory | $ 2,600 | $ 2,600 | |
Other assets | 2,797 | ||
Net cash used in operating activities | $ (26,431) | $ (45,832) | $ (222,519) |
Cash flows from investing activities: | |||
Payment for property and equipment | 31,466 | ||
Net cash used in investing activities | 31,466 | ||
Cash flows from financing activities: | |||
Issuance of common stock | $ 9,000 | 114,000 | |
Proceeds from officer loan | $ 8,100 | ||
Proceeds from shareholder loan | $ 20,000 | $ 10,000 | 10,000 |
Proceeds from stock subscription | 10,000 | ||
Capital contribution | $ 16,200 | 57,040 | |
Net cash provided by financing activities | $ 28,100 | 35,200 | 191,040 |
Net increase (decrease) in cash | 1,669 | (10,632) | $ (13) |
Cash, beginning of period | (13) | 10,619 | |
Cash, end of period | $ 1,656 | $ (13) | $ 1,656 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1Nature of Operations Organization House of BODS Fitness, Inc. (the Company, HOB, we, our, or us) was incorporated in Delaware on October 13, 2010. We acquired BODS Transcending Company (BODT) on October 21, 2010. BODT was incorporated in the state of Florida on September 11, 2007 and was terminated on September 26, 2014. In 2014, the Company determined that it no longer needed to continue to operate through a subsidiary and all of its operations were transferred to Company. The dance studio opened for business in 2007, and, in the years since 2007, we have provided a fitness program for over 5,000 clients. Our fitness program, created for women works out body and mind elevating the sprit, while burning calories. Our new approach to exercise is to make exercise fun through dance, TRX training, and kickboxing, which takes the bore and lack of motivation out of traditional exercising. Our program creates a style of exercising that captivates our clients in such a way that it keeps them moving, while benefiting from the exercise. The dance studio closed in November of 2013. The Company is currently looking for a new location. Accounting period The Company has adopted an annual accounting period of January through December. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | Note 2Summary of significant accounting principles Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, BODT. All intercompany balances and transactions have been eliminated in consolidation. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts. Furniture and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in operations. The Company provides for depreciation and amortization over the following estimated useful lives: Furniture and fixtures 5-7 years Office equipment 7 years Long-Lived Assets In accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 360 Property, Plant, and Equipment, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. There was no impairment charges during the years ended December 31, 2014 and 2013. Intangible Assets The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) 805, Business Combinations, which requires that the purchase method of accounting be used for all business combinations. ASC 805 requires intangible assets acquired in a business combination to be recognized and reported separately from goodwill. Revenue Recognition The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10), which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exits, (2) delivery has occurred, (3) the selling price is fixed and determinable, and (4) collectability is reasonably assured. Valuation of Investments in Securities at Fair Value Definition and Hierarchy In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Level 2 Level 3 - The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Companys own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 4. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular instruments. Changes in assumptions or in market conditions could significantly affect the estimates. The carrying amount of all other financial assets and liabilities approximates fair value. Valuation Techniques The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year. Concentration and Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (ASC 815), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not engaged in any derivative transactions or hedging activities during the years ended December 31, 2014 and 2013. Income Taxes The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, Income Taxes The Company has adopted the provisions of FASB ASC 740-10-05, Accounting for Uncertainty in Income Taxes Comprehensive Income (Loss) The Company complies with FASB ASC Topic 220, Comprehensive Income Fair Value of Financial Instruments The fair values of the Companys assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, Financial Instruments, approximate their carrying amounts presented in the accompanying consolidated statements of financial condition at December 31, 2014 and 2013. Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, the Company defines probability as circumstances under which events are likely to occur. In regards to legal cost, we record such costs as incurred. Stock Based Compensation The Company complies with FASB ASC Topic 718, Compensation Stock Compensation Stock Based Compensation As of December 31, 2014, the Company has not formally approved a stock option plan for employees and non-employees; therefore, no stock options have been issued and none are outstanding. The fair value of equity instruments issued to a nonemployee is measured by using the stock price and other measurement assumptions as of the date of either: (i) a commitment for performance by the nonemployee has been reached; or (ii) the counterpartys performance is complete. Expenses related to nonemployee awards are generally recognized in the same period and in the same period as the Company incurs the related liability for goods and services received. Concentration and Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Issuance of Common Stock The issuance of common stock for other than cash is recorded by the Company at managements estimate of the fair value of the assets acquired or services rendered. Recently Adopted Accounting Pronouncements The Company has adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 105-10, Generally Accepted Accounting Principles Overall The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3Property and Equipment 2014 2013 Furniture and fixtures $ 12,939 $ 12,939 Equipment 10,527 10,527 23,466 23,466 Less: accumulated depreciation 12,815 9,540 $ 10,651 $ 13,926 Depreciation and expense was $3,275 and $3,549 for the years ended December 31, 2014 and 2013, respectively. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 3Other Assets Other assets consists startup cost, as follows: December 31, 2014 2013 Startup costs $ - $ 8,000 Less: accumulated amortization - 5,203 $ - $ 2,797 Amortization was $0 and $1,500 for the years ended December 31, 2014 and 2013, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4Income Taxes The Company files a consolidated income tax return with its subsidiary. Income taxes are charged by the Company based on the amount of income taxes the subsidy would have paid had they filed their own income tax returns. In accordance with FASB ASC Topic 740, Accounting for Income Taxes The Company had no income tax expense (benefit) for the years ended December 31, 2014 and 2013. At December 31, 2014, the Company had approximately $279,000 of net operating losses (NOL) carry-forwards for federal and state income purposes. These losses are available for future years and expire through 2033. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382. The deferred tax asset is approximately summarized as follows: December 31, 2014 2013 Deferred tax asset: Net operating loss carry forwards 279,430 246,927 Deferred tax asset 279,430 246,927 Less: Valuation allowance (279,430 ) (246,927 ) Net deferred tax asset - - December 31, 2013 2012 Statutory federal income tax expense (34 )% (34 )% State and local income tax (4 ) (4 ) (net of federal benefits) Valuation allowance 30 30 -% -% The Company has taken a full valuation allowance against the deferred asset attributable to the NOL carry-forwards of approximately $279,000 and $247,000 at December 31, 2014 and 2013, respectively, due to the uncertainty of realizing the future tax benefits. The increase in the valuation allowance of $18,000 is attributable to the $18,000 NOL reported for the year ended December 31, 2014. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Capital Structure | Note 5Capital Structure The Company is authorized to issue 100,000,000 shares of $.0001 par value, non-assessable, common stock and 25,000,000 shares of $.0001 par value preferred stock. Each common stock share has one voting right and the right to dividends, if and when declared by board of directors. Common stock In January, 2013, the Company issued 160, 000 shares of its $0.0001 par value common stock to third party investors for cash payments totaling $16,000. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration transactions by an issuer not involving any public offering. In September, 2013, the Company issued 30, 000 shares of its $0.0001 par value common stock to third party investors for cash payments totaling $3,000. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration transactions by an issuer not involving any public offering. Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001. At December 31, 2014, no shares were issued or outstanding. Dividend Policy We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. |
Related Party Transactions and
Related Party Transactions and Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Notes Payable | Note 6Related Party Transactions and Notes Payable The Company does not pay any rent for the use of the facility that houses its fitness operations. The facility is 100% owned by an entity owned by the Companys majority shareholder. There is no agreement for the Company to pay rent in the future, nor is there a binding agreement for use of the facility to be provided indefinitely on a rent-free basis. The fair value of this arrangement is reflected in the financial statements as rent expense and a capital contribution by a shareholder. The Company recorded rent expense of $16,200 for the period ended December 31, 2013. The Company leased storage and video filming space in 2014 and recorded rent expense of $2,806 for the period ending December 31, 2014. The Company has one convertible promissory note dated September 13, 2013, from Edward Beshara, the brother of James Beshara, our CFO, Secretary and Treasurer and a Director, with an original principal balance of $10,000, which was due in full on or before September 13, 2015. This Note is now month to month. No payments have been made on this note for the fiscal year ended December 31, 2014, leaving a balance of $10,000, accruing interest at a rate of 12% per annum. The Note is convertible by the holder at $.10 per share. The Company has one note dated May 19, 2014, from Ms. Skalko, our President, CEO, and a Director, with an original principal balance of $4,000, which is payable on demand. No payments have been made on this note for the fiscal year ended December 31, 2014, leaving a balance of $4,000, accruing interest at a rate of 12% per annum. The Company has one convertible promissory note dated October 28, 2014, from Edward Beshara, the brother of James Beshara, our CFO, Secretary and Treasurer and a Director, with an original principal balance of $20,000, which will be due in full on or before October 28, 2016. No payments have been made on this note for the fiscal year ending December 31, 2014, leaving a balance of $20,000, accruing interest at a rate of 12% per annum. The Note is convertible by the holder at $.10 per share. The Company has one note dated October 31, 2014, from Ms. Skalko, our President, CEO, and a Director, with an original principal balance of $4,000, which will be due in full on demand. No payments have been made on this note for the fiscal year ended December 31, 2014, leaving a balance of $4,000. There is no interest accruing on this Note. The Company has one convertible promissory note dated January 23, 2015 from James Beshara, our CFO, Secretary, Treasurer and Director, with an original principal balance of $20,000, which will be due in full on or before January 23, 2017. No interim payments are due under this Note. No payments have been made on this note, leaving a balance of $20,000, accruing interest at a rate of 20% per annum. This note is convertible into common stock of the Company at $.15 per share. The Company has one Convertible Promissory Note dated May 21, 2015 from James Beshara, our CFO, Secretary, Treasurer and Director, with an original principal balance of $20,000, which will be due in full on or before May 21, 2017. No interim payments are due under this Note. No payments have been made on this note, leaving a balance of $20,000, accruing interest at a rate of 12% per annum. This note is convertible into common stock of the Company at $.15 per share. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 7- Net Income (Loss) Per Share The Company reports basic and diluted earnings per share (EPS) according to the provisions of ASC Topic 260, which requires the presentation of basic EPS and, for companies with complex capital structures, diluted EPS. Basic EPS excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) available to common stockholders, adjusted by other changes in income or loss that would result from the assumed conversion of those potential common shares, by the weighted number of common shares and common share equivalents (unless their effect is anti-dilutive) outstanding. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive. Thus, these equivalents are not included in the calculation of diluted loss per share, resulting in basic and diluted loss per share being equal. The following is a reconciliation of the computation for basic and diluted EPS for the years ended December 31, 2014 and 2013: 2014 2013 Net (Loss) $ (32,503 ) $ (53,581 ) Weighted-average common shares outstanding basic Weighted-average common stock 16,070,000 16,070,000 Equivalents Stock options - - Warrants - - Convertible Notes - - Weighted-average common shares outstanding- basic and diluted 16,070,000 16,070,000 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 8Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statement, the Company has an accumulated deficit of $279,430 as of December 31, 2014. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern for the next twelve months. To meet these objectives, the Company continues to raise additional working capital through the private placement of our common stock in order to support existing operations and expand the range and scope of its business. However, there are no assurances that we will be successful through the private placement of our securities on acceptable terms and timely manner, if at all. The failure to obtain the necessary working capital would have a material adverse effect on the business prospects and, depending upon the shortfall, the Company may have to curtail or cease its operations. The accompanying consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9Subsequent Events On January 23, 2015, the Company executed a convertible promissory note evidencing a loan from James Beshara, our CFO, Secretary, Treasurer and Director, in the original principal balance of $20,000, which will be due in full on or before January 23, 2017. No interim payments are due under this Note. No payments have been made on this note, leaving a balance of $20,000, accruing interest at a rate of 20% per annum. This note is convertible into common stock of the Company at $.15 per share. On April 10, 2015, the Board of Directors of the Company accepted the resignation of Terry L. Johnson, CPA (Johnson) as the Companys independent registered public accounting firm, effective as of that date. Johnsons reports on the financial statements of the Company for its last fiscal year ended December 31, 2013 did not contain an adverse or a disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows: The Companys Audited Financial statements for the FYE December 31, 2013, contained explanatory paragraphs in respect to uncertainty as to our ability to continue as a going concern due to our working capital deficit and recurring net losses. On May 8, 2015, the Board of Directors approved and ratified the appointment of John Scrudato, CPA (Scrudato) to serve as the Companys new independent registered public accounting firm, effective as of May 8, 2015. On May 21, 2015, the Company executed a convertible promissory note evidencing a loan from James Beshara, our CFO, Secretary, Treasurer and Director, in the original principal balance of $20,000, which will be due in full on or before May 21, 2017. No interim payments are due under this Note. No payments have been made on this note, leaving a balance of $20,000, accruing interest at a rate of 12% per annum. This note is convertible into common stock of the Company at $.15 per share. |
Summary of Significant Accoun17
Summary of Significant Accounting Principles (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers short-term interest bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in banks, free credit on investment accounts and money market accounts. |
Furniture and Equipment | Furniture and equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in operations. The Company provides for depreciation and amortization over the following estimated useful lives: Furniture and fixtures 5-7 years Office equipment 7 years |
Long-Lived Assets | Long-Lived Assets In accordance with Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 360 Property, Plant, and Equipment, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. There was no impairment charges during the years ended December 31, 2014 and 2013. |
Intangible Assets | Intangible Assets The Company accounts for business combinations in accordance with Accounting Standards Codification (ASC) 805, Business Combinations, which requires that the purchase method of accounting be used for all business combinations. ASC 805 requires intangible assets acquired in a business combination to be recognized and reported separately from goodwill. |
Revenue Recognition | Revenue Recognition The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10), which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exits, (2) delivery has occurred, (3) the selling price is fixed and determinable, and (4) collectability is reasonably assured. |
Valuation of Investments in Securities at Fair Value - Definition and Hierarchy | Valuation of Investments in Securities at Fair Value Definition and Hierarchy In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Companys assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Level 2 Level 3 - The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Companys own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 4. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular instruments. Changes in assumptions or in market conditions could significantly affect the estimates. The carrying amount of all other financial assets and liabilities approximates fair value. |
Valuation Techniques | Valuation Techniques The Company values investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year. |
Concentration and Credit Risk | Concentration and Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. |
Derivative Instruments | Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (ASC 815), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not engaged in any derivative transactions or hedging activities during the years ended December 31, 2014 and 2013. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, Income Taxes The Company has adopted the provisions of FASB ASC 740-10-05, Accounting for Uncertainty in Income Taxes |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company complies with FASB ASC Topic 220, Comprehensive Income |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair values of the Companys assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, Financial Instruments, approximate their carrying amounts presented in the accompanying consolidated statements of financial condition at December 31, 2014 and 2013. |
Loss Per Common Share | Loss Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share |
Loss Contingencies | Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, the Company defines probability as circumstances under which events are likely to occur. In regards to legal cost, we record such costs as incurred. |
Stock Based Compensation | Stock Based Compensation The Company complies with FASB ASC Topic 718, Compensation Stock Compensation Stock Based Compensation As of December 31, 2014, the Company has not formally approved a stock option plan for employees and non-employees; therefore, no stock options have been issued and none are outstanding. The fair value of equity instruments issued to a nonemployee is measured by using the stock price and other measurement assumptions as of the date of either: (i) a commitment for performance by the nonemployee has been reached; or (ii) the counterpartys performance is complete. Expenses related to nonemployee awards are generally recognized in the same period and in the same period as the Company incurs the related liability for goods and services received. |
Issuance of Common Stock | Issuance of Common Stock The issuance of common stock for other than cash is recorded by the Company at managements estimate of the fair value of the assets acquired or services rendered. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 105-10, Generally Accepted Accounting Principles Overall The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Principles (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Schedule of Furniture and Equipment Estimated Useful Lives | The Company provides for depreciation and amortization over the following estimated useful lives: Furniture and fixtures 5-7 years Office equipment 7 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | 2014 2013 Furniture and fixtures $ 12,939 $ 12,939 Equipment 10,527 10,527 23,466 23,466 Less: accumulated depreciation 12,815 9,540 $ 10,651 $ 13,926 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets consists startup cost, as follows: December 31, 2014 2013 Startup costs $ - $ 8,000 Less: accumulated amortization - 5,203 $ - $ 2,797 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The deferred tax asset is approximately summarized as follows: December 31, 2014 2013 Deferred tax asset: Net operating loss carry forwards 279,430 246,927 Deferred tax asset 279,430 246,927 Less: Valuation allowance (279,430 ) (246,927 ) Net deferred tax asset - - |
Schedule of Income Tax Rate | December 31, 2013 2012 Statutory federal income tax expense (34 )% (34 )% State and local income tax (4 ) (4 ) (net of federal benefits) Valuation allowance 30 30 -% -% |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Per Share | The following is a reconciliation of the computation for basic and diluted EPS for the years ended December 31, 2014 and 2013: 2014 2013 Net (Loss) $ (32,503 ) $ (53,581 ) Weighted-average common shares outstanding basic Weighted-average common stock 16,070,000 16,070,000 Equivalents Stock options - - Warrants - - Convertible Notes - - Weighted-average common shares outstanding- basic and diluted 16,070,000 16,070,000 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2007Integer | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of clients participated in fitness program | 5,000 |
Summary of Significant Accoun24
Summary of Significant Accounting Principles (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Impairment charges |
Summary of Significant Accoun25
Summary of Significant Accounting Principles - Schedule of Furniture and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Office Equipment [Member] | |
Furniture and Equipment Estimated Useful Lives | P7Y |
Furniture And Fixtures [Member] | Minimum [Member] | |
Furniture and Equipment Estimated Useful Lives | P5Y |
Furniture And Fixtures [Member] | Maximum [Member] | |
Furniture and Equipment Estimated Useful Lives | P7Y |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,275 | $ 3,549 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Property and equipment, gross | $ 23,466 | $ 23,466 |
Less: accumulated depreciation | 12,815 | 9,540 |
Property and equipment, net | 10,651 | 13,926 |
Furniture And Fixtures [Member] | ||
Property and equipment, gross | 12,939 | 12,939 |
Equipment [Member] | ||
Property and equipment, gross | $ 10,527 | $ 12,939 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Amortization of other assets | $ 0 | $ 1,500 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Startup costs | $ 8,000 | |
Less: accumulated amortization | 5,203 | |
Other assets | $ 2,797 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | 51 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | |||
Net operating losses carry-forwards | $ 279,000 | $ 279,000 | |
Net operating losses expiration date | expire through 2033 | ||
Deferred tax assets net operating loss | $ 279,430 | $ 246,927 | 279,430 |
Increase in the valuation allowance | 18,000 | ||
Valuation allowance recorded in non operating loss | $ 18,000 | $ 18,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 279,430 | $ 246,927 |
Deferred tax asset | 279,430 | 246,927 |
Less: Valuation allowance | $ (279,430) | $ (246,927) |
Net deferred tax asset |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax expense | (34.00%) | (34.00%) |
State and local income tax | (4.00%) | (4.00%) |
Valuation allowance | 30.00% | 30.00% |
Effective income tax rate continuing operations | 0.00% | 0.00% |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Preferred stock, par value | $ .0001 | $ .0001 | ||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||||
Stock issued for cash | $ 9,000 | $ 59,500 | $ 57,000 | |||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Third Party Investors [Member] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Stock issued for cash | $ 3,000 | $ 16,000 | ||||
Stock issued for cash, shares | 30,000 | 160,000 |
Related Party Transactions an34
Related Party Transactions and Notes Payable (Details Narrative) - USD ($) | Oct. 28, 2014 | Sep. 13, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | May. 19, 2014 |
Equity ownership percentage | 100.00% | |||||
Rent expense | $ 2,806 | $ 16,200 | ||||
Edward Beshara, Brother of James Beshara, Our CFO, Secretary and Treasurer and Director [Member] | Convertible Promissory Note One [Member] | ||||||
Debt principal balance | $ 10,000 | |||||
Debt instruments maturity date | Sep. 13, 2015 | |||||
Convertible debt, balance | $ 10,000 | |||||
Accrued insturments interes rate | 12.00% | |||||
Debt instruments conversion price per share | $ 0.10 | |||||
Edward Beshara, Brother of James Beshara, Our CFO, Secretary and Treasurer and Director [Member] | Convertible Promissory Note Two [Member] | ||||||
Debt principal balance | $ 20,000 | |||||
Debt instruments maturity date | Oct. 28, 2016 | |||||
Convertible debt, balance | $ 20,000 | |||||
Accrued insturments interes rate | 12.00% | |||||
Debt instruments conversion price per share | $ 0.10 | |||||
Ms. Skalko, Our President, CEO, and Director [Member] | Notes Payable One [Member] | ||||||
Debt principal balance | $ 4,000 | |||||
Accrued insturments interes rate | 12.00% | |||||
Notes payable | $ 4,000 | |||||
Ms. Skalko, Our President, CEO, and Director [Member] | Notes Payable Two [Member] | ||||||
Debt principal balance | $ 4,000 | |||||
Notes payable | 4,000 | |||||
James Beshara, Our CFO, Secretary, Treasurer and Director [Member] | Convertible Promissory Note Two [Member] | January 23, 2015 [Member] | ||||||
Debt principal balance | $ 20,000 | |||||
Debt instruments maturity date | Jan. 23, 2017 | |||||
Convertible debt, balance | $ 20,000 | |||||
Accrued insturments interes rate | 20.00% | |||||
Debt instruments conversion price per share | $ 0.15 | |||||
James Beshara, Our CFO, Secretary, Treasurer and Director [Member] | Convertible Promissory Note Two [Member] | May 21, 2015 [Member] | ||||||
Debt principal balance | $ 20,000 | |||||
Debt instruments maturity date | May 21, 2017 | |||||
Convertible debt, balance | $ 20,000 | |||||
Accrued insturments interes rate | 12.00% | |||||
Debt instruments conversion price per share | $ 0.15 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 51 Months Ended | |||
Dec. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | |
Net (Loss) | $ (32,594) | $ (32,503) | $ (53,581) | $ (80,144) | $ (80,608) | $ (239,862) |
Weighted-average common stock Equivalents | 16,070,000 | 16,070,000 | ||||
Weighted-average common shares outstanding- basic and diluted | 16,070,000 | 16,070,000 | ||||
Stock Options [Member] | ||||||
Weighted-average common stock Equivalents | ||||||
Warrants [Member] | ||||||
Weighted-average common stock Equivalents | ||||||
Convertible Notes [Member] | ||||||
Weighted-average common stock Equivalents |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 279,430 | $ 246,927 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Convertible Promissory Note Two [Member] - James Beshara, Our CFO, Secretary, Treasurer and Director [Member] - Subsequent Event [Member] - USD ($) | May. 21, 2015 | Jan. 23, 2015 |
Debt principal balance | $ 20,000 | $ 20,000 |
Debt instruments maturity date | May 21, 2017 | Jan. 23, 2017 |
Convertible debt, balance | $ 20,000 | $ 20,000 |
Accrued insturments interes rate | 12.00% | 20.00% |
Debt instruments conversion price per share | $ 0.15 | $ 0.15 |