Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | Feb. 09, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | House of BODS Fitness, Inc. | |
Entity Central Index Key | 1,584,489 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,070,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 5,562 | $ 1,656 |
Total current assets | 5,562 | 1,656 |
Property and equipment, net | 9,831 | 10,651 |
Total Assets | 15,393 | $ 12,307 |
Current Liabilities: | ||
Accrued interest - related party | 1,633 | |
Due to related parties | 9,100 | $ 8,100 |
Notes payable - related party | 10,000 | |
Total current liabilities | 20,733 | $ 8,100 |
Notes payable - related parties | 40,000 | 30,000 |
Total long-term liabilities | 40,000 | 30,000 |
Total liabilities | $ 60,733 | $ 38,100 |
Commitments and contingencies | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $.0001 par value; 25,000,000 shares authorized; none issued or outstanding at March 31, 2015 or December 31, 2014, respectively | ||
Common stock, $.0001 par value; 100,000,000 shares authorized; 16,070,000 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | $ 1,607 | $ 1,607 |
Additional paid-in capital | 252,030 | 252,030 |
Accumulated deficit | (298,977) | (279,430) |
Total stockholders' deficit | (45,340) | (25,793) |
Total liabilities and stockholders' deficit | $ 15,393 | $ 12,307 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 5,930 | $ 2,303 |
Operating expenses | ||
Compensation - related party | 5,100 | 2,271 |
Other general and administrative expenses | 20,377 | 2,305 |
Total operating expenses | 25,477 | 4,576 |
Loss from operations | (19,547) | (2,273) |
Loss before provision for income taxes | $ (19,547) | $ (2,273) |
Income tax provision | ||
Net loss | $ (19,547) | $ (2,273) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted-average common shares outstanding - basic and diluted | 16,070,000 | 16,070,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Deficit - 3 months ended Mar. 31, 2015 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2014 | $ 1,607 | $ 252,030 | $ (279,430) | $ (25,793) |
Balance, shares at Dec. 31, 2014 | 16,070,000 | |||
Net loss | (19,547) | (19,547) | ||
Balance at Mar. 31, 2015 | $ 1,607 | $ 252,030 | $ (298,977) | $ (45,340) |
Balance, shares at Mar. 31, 2015 | 16,070,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Deficit (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (19,547) | $ (2,273) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | $ 820 | 1,271 |
Changes in operating assets and liabilities: | ||
Accounts payable / bank overdraft | $ (13) | |
Accrued interest - related party | $ 1,633 | |
Advances from related parties | 1,000 | $ 1,050 |
Net cash provided by (used in) operating activities | $ (16,094) | $ 35 |
Cash flows from investing activities: | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Note payable - related party (current) | $ 10,000 | |
Note payable - related party (long-term) | 10,000 | |
Net cash provided by financing activities | 20,000 | |
Net increase in cash and cash equivalents | 3,906 | $ 35 |
Cash and cash equivalents - beginning of period | 1,656 | |
Cash and cash equivalents - end of period | $ 5,562 | $ 35 |
Supplemental disclosures of cash flow information: | ||
Interest paid in cash | ||
Taxes paid in cash | ||
Non Cash Investing and Financing Activities |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 - Organization and Operations 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, Inc. (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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Companys financial condition and results and require managements most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Companys significant and critical accounting policies and practices are disclosed below. Basis of presentation- Unaudited Interim Financial Information The Companys condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary BODT, through September 26, 2014. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements as of March 31, 2015 and for the three month periods ended March 31, 2015 and 2014 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2015, and the results of operations for the three month periods ended March 31, 2015 and 2014, the statement of shareholders deficit for the three months ended March 31, 2015 and the statements of cash flows for the three month periods ended March 31, 2015 and 2014. The condensed consolidated results of operations for the three month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of December 31, 2014 has been derived from the Companys audited financial statements for the year ended December 31, 2014. Certain prior year balances have been reclassified to conform with the current year presentation. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with our audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission on December 24, 2015. Through the Companys annual report on Form 10-K for the years ended December 31, 2014, the Company had reported under the guidance of FASB Accounting Standards Codification (ASC) Topic 915 , Development Stage Entities , Developments Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses. Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following is the specific revenue recognition policy: Revenues from the sale of our exercise, dance and training programs is recognized when: ● Persuasive evidence of an arrangement exists; ● The dance or exercise session has been completed in accordance with the terms of the arrangement; ● The price, generally per session, to the customer is fixed and determinable; and ● Collectability is reasonably assured. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Companys critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments: Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. 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. Fair Value of Financial Instruments FASB ASC 820 Fair Value Measurements Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Companys financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued interest related party, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arms-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arms-length transactions unless such representations can be substantiated. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted ASC 360 Property, Plant and Equipment The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. There were no impairment charges recognized for the three month periods ending March 31, 2015 and 2014, respectively. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives of five (5) to seven (7) years. Upon sale or retirement of property or equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations. 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 three month periods ending March 31, 2015 and 2014, respectively. Related Parties The Company follows the provisions of ASC 850 Related Party Transactions & Disclosures Our financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Commitment and Contingencies The Company follows the guidance of ASC 450 Contingencies If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Companys consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Companys business, financial position, and results of operations or cash flows. Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of ASC 505-50. Accordingly, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. Deferred Tax Assets and Income Tax Provision The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns pursuant to the provisions of ASC 740 Income Taxes Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements such as stock options, convertible note shares and warrants. For the three month reporting periods ended March 31, 2015 and 2014, the Company had 433,333 and 100,000 potentially dilutive shares underlying convertible notes outstanding, respectively, which were not included in our income (loss) per share calculations as they were anti-dilutive. Subsequent Events The Company will evaluate and disclose if indicated, subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09, the Company, as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. Accounting Standards Update In April 2015, the FASB issued the FASB Accounting Standards Update No. 2015-03 InterestImputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date (ASU 2015-14). Management believes that recently issued standards, both effective and not yet effective, will not have a material impact on the Companys financial statements upon adoption. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had an accumulated deficit at March 31, 2015 of $298,977, a net loss for the three months ended March 31, 2015 of $19,547 and net cash used in operating activities of $16,094 for the three months ended March 31, 2015. These conditions raise substantial doubt about its ability to continue as a going concern. The Company is attempting to produce sufficient revenue; however, the Companys cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to produce sufficient revenue 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 its ability to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds. The audit report of our independent registered public accounting firm, dated December 18, 2015, included an explanatory paragraph about the existence of substantial doubt concerning the Companys ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment March 31, 2015 December 31, 2014 Furniture and fixtures $ 12,939 $ 12,939 Equipment 10,527 10,527 23,466 23,466 Less: accumulated depreciation (13,635 ) (12,815 ) $ 9,831 $ 10,651 Depreciation and amortization expense for the three month periods ended March 31, 2015 and 2014 totaled $820 and $875, respectively. |
Capital Structure
Capital Structure | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Capital Structure | Note 5 - Capital Structure The Company is authorized to issue 25,000,000 shares of $.0001 par value preferred stock and 100,000,000 shares of $.0001 par value, non-assessable, common stock. Each common stock share has one voting right and the right to dividends, if and when declared by the board of directors. Preferred Stock The Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.0001. At March 31, 2015 and December 31, 2014, there were no shares of preferred stock outstanding. Common Stock The Company had 16,070,000 shares of common stock, par value $0.0001, outstanding at March 31, 2015 and December 31, 2014, respectively. 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 | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Notes Payable | Note 6 - Related Party Transactions and Notes Payable On September 13, 2013, the Company issued a $10,000 unsecured convertible promissory note to Edward Beshara, the brother of James Beshara, our CFO, Secretary and Treasurer and a Director. The note matured and was payable in full on or before September 13, 2015. This note was not paid at maturity and is now being carried on a month to month basis. No payments have been made on this note through March 31, 2015, 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. On May 19, 2014, the Company issued a $4,000 note to Ms. Skalko, our President, CEO, and Director. The note is payable on demand and bears interest at 12% per annum. No payments have been made on this note through March 31, 2015. On October 28, 2014, the Company issued a $20,000 unsecured convertible promissory note to Edward Beshara, the brother of James Beshara, our CFO, Secretary and Treasurer and a Director. The note matures in full on or before October 28, 2016. No payments have been made on this note through March 31, 2015 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. On October 31, 2014, the Company issued a $4,000 to Ms. Skalko, our President, CEO, and a Director, which will be due in full on demand. No payments have been made on this note through March 31, 2015. There is no interest accruing on this Note. On January 23, 2015 the Company issued an unsecured convertible promissory note to James Beshara, our CFO, Secretary, Treasurer and Director. The note matures on January 23, 2017. No interim payments are due under this Note. No payments have been made on this note through March 31, 2015, 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. Advances from related parties From time to time, our, CEO and Director of the Company advances funds to the Company for working capital purpose. These advances are unsecured, non-interest bearing and due on demand. Advances from related parties consisted of the following: March 31, 2015 December 31, 2014 Advances from Ms. Skalko, President, CEO and Director $ 4,100 $ 8,100 Advances from Mr. James Beshara, CFO, Secretary, Treasurer and Director 5,000 $ 9,000 $ 8.100 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 - Commitments and Contingencies The Company follows the guidance of ASC 450 Contingencies If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 - Subsequent Events 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 fiscal year ended December 31, 2013, contained an explanatory paragraph concerning uncertainty as to our ability to continue as a going concern. 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 12% 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. This note is convertible into common stock of the Company at $.15 per share. On August 31, 2015, the Company executed a 12% convertible promissory note evidencing a loan from James Beshara, our CFO, Secretary, Treasurer and Director, in the original principal amount of $20,000, which will be due in full on or before August 31, 2017. No interim payments are due under this Note. This note is convertible into common stock of the Company at $.10 per share. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Unaudited Interim Financial Information | Basis of presentation- Unaudited Interim Financial Information The Companys condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary BODT, through September 26, 2014. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements as of March 31, 2015 and for the three month periods ended March 31, 2015 and 2014 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2015, and the results of operations for the three month periods ended March 31, 2015 and 2014, the statement of shareholders deficit for the three months ended March 31, 2015 and the statements of cash flows for the three month periods ended March 31, 2015 and 2014. The condensed consolidated results of operations for the three month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of December 31, 2014 has been derived from the Companys audited financial statements for the year ended December 31, 2014. Certain prior year balances have been reclassified to conform with the current year presentation. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with our audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2014 as filed with the Securities and Exchange Commission on December 24, 2015. Through the Companys annual report on Form 10-K for the years ended December 31, 2014, the Company had reported under the guidance of FASB Accounting Standards Codification (ASC) Topic 915 , Development Stage Entities , Developments Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following is the specific revenue recognition policy: Revenues from the sale of our exercise, dance and training programs is recognized when: ● Persuasive evidence of an arrangement exists; ● The dance or exercise session has been completed in accordance with the terms of the arrangement; ● The price, generally per session, to the customer is fixed and determinable; and ● Collectability is reasonably assured. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Companys critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a going concern (ii) Fair value of long-lived assets (iii) Valuation allowance for deferred tax assets (iv) Estimates and assumptions used in valuation of equity instruments: Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820 Fair Value Measurements Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Companys financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued interest related party, approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arms-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arms-length transactions unless such representations can be substantiated. |
Carrying Value, Recoverability and Impairment of Long-lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted ASC 360 Property, Plant and Equipment The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. There were no impairment charges recognized for the three month periods ending March 31, 2015 and 2014, respectively. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives of five (5) to seven (7) years. Upon sale or retirement of property or equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations. |
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 three month periods ending March 31, 2015 and 2014, respectively. |
Related Parties | Related Parties The Company follows the provisions of ASC 850 Related Party Transactions & Disclosures Our financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Commitment and Contingencies | Commitment and Contingencies The Company follows the guidance of ASC 450 Contingencies If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Companys condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Companys consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Companys business, financial position, and results of operations or cash flows. |
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of ASC 505-50. Accordingly, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. |
Deferred Tax Assets and Income Tax Provision | Deferred Tax Assets and Income Tax Provision The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns pursuant to the provisions of ASC 740 Income Taxes |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements such as stock options, convertible note shares and warrants. For the three month reporting periods ended March 31, 2015 and 2014, the Company had 433,333 and 100,000 potentially dilutive shares underlying convertible notes outstanding, respectively, which were not included in our income (loss) per share calculations as they were anti-dilutive. |
Subsequent Events | Subsequent Events The Company will evaluate and disclose if indicated, subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09, the Company, as an SEC filer, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Accounting Standards Update | Accounting Standards Update In April 2015, the FASB issued the FASB Accounting Standards Update No. 2015-03 InterestImputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date (ASU 2015-14). Management believes that recently issued standards, both effective and not yet effective, will not have a material impact on the Companys financial statements upon adoption. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | March 31, 2015 December 31, 2014 Furniture and fixtures $ 12,939 $ 12,939 Equipment 10,527 10,527 23,466 23,466 Less: accumulated depreciation (13,635 ) (12,815 ) $ 9,831 $ 10,651 |
Related Party Transactions an18
Related Party Transactions and Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Advances from Related Parties | Advances from related parties consisted of the following: March 31, 2015 December 31, 2014 Advances from Ms. Skalko, President, CEO and Director $ 4,100 $ 8,100 Advances from Mr. James Beshara, CFO, Secretary, Treasurer and Director 5,000 $ 9,000 $ 8.100 |
Organization and Operations (De
Organization and 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 Accoun20
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Impairment charges | ||
Potentially dilutive shares underlying convertible notes outstanding | 433,333 | 100,000 |
Minimum [Member] | ||
Property and equipment estimated useful lives | P5Y | |
Maximum [Member] | ||
Property and equipment estimated useful lives | P7Y |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 298,977 | $ 279,430 | |
Net loss | 19,547 | $ 2,273 | |
Net cash used in operating activities | $ 16,094 | $ (35) |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 820 | $ 875 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Property and equipment, gross | $ 23,466 | $ 23,466 |
Less: accumulated depreciation | (13,635) | (12,815) |
Property and equipment, net | 9,831 | 10,651 |
Furniture And Fixtures [Member] | ||
Property and equipment, gross | 12,939 | 12,939 |
Equipment [Member] | ||
Property and equipment, gross | $ 10,527 | $ 10,527 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 |
Equity [Abstract] | ||
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares issued | 16,070,000 | 16,070,000 |
Common stock, shares outstanding | 16,070,000 | 16,070,000 |
Related Party Transactions an25
Related Party Transactions and Notes Payable (Details Narrative) - USD ($) | Jan. 23, 2015 | Oct. 28, 2014 | Sep. 13, 2013 | Mar. 31, 2015 | Oct. 31, 2014 | May. 19, 2014 |
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 instruments interest 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 instruments interest 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 instruments interest rate | 12.00% | |||||
Ms. Skalko, Our President, CEO, and Director [Member] | Notes Payable Two [Member] | ||||||
Debt principal balance | $ 4,000 | |||||
James Beshara, Our CFO, Secretary, Treasurer and Director [Member] | Convertible Promissory Note Two [Member] | ||||||
Debt principal balance | $ 20,000 | |||||
Debt instruments maturity date | Jan. 23, 2017 | |||||
Convertible debt, balance | $ 20,000 | |||||
Accrued instruments interest rate | 20.00% | |||||
Debt instruments conversion price per share | $ 0.15 |
Related Party Transactions an26
Related Party Transactions and Notes Payable - Schedule of Advances from Related Parties (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Advances from related parties | $ 9,000 | $ 8,100 |
Ms. Skalko, President, CEO and Director [Member] | ||
Advances from related parties | 4,100 | $ 8,100 |
Mr. James Beshara, CFO, Secretary, Treasurer and Director [Member] | ||
Advances from related parties | $ 5,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Convertible Promissory Note Two [Member] - James Beshara, Our CFO, Secretary, Treasurer and Director [Member] - USD ($) | Aug. 31, 2015 | May. 21, 2015 | Jan. 23, 2015 |
Accrued instruments interest rate | 20.00% | ||
Debt principal balance | $ 20,000 | ||
Debt instruments maturity date | Jan. 23, 2017 | ||
Debt instruments conversion price per share | $ 0.15 | ||
Subsequent Event [Member] | |||
Accrued instruments interest rate | 12.00% | 12.00% | |
Debt principal balance | $ 20,000 | $ 20,000 | |
Debt instruments maturity date | Aug. 31, 2017 | May 21, 2017 | |
Debt instruments conversion price per share | $ 0.10 | $ 0.15 |