Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 13, 2016 | Jun. 30, 2015 | |
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, 2015 | ||
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 | 2,015 |
Consolidated Statements of Fina
Consolidated Statements of Financial Condition - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 5,286 | $ 1,656 |
Total current assets | 5,286 | 1,656 |
Property and equipment, net | 7,371 | 10,651 |
Total Assets | 12,657 | 12,307 |
Current liabilities: | ||
Loan from officer | 4,100 | $ 8,100 |
Accrued interest - related party | 11,771 | |
Notes payable - related party | 10,000 | |
Total current liabilities | 25,871 | $ 8,100 |
Long-term liabilities | ||
Notes payable - related parties | 120,000 | 30,000 |
Total long-term liabilities | 120,000 | 30,000 |
Total liabilities | $ 145,871 | $ 38,100 |
Stockholders’ deficit: | ||
Preferred stock, $.0001 par value, authorized 25,000,000 shares; none outstanding at December 31, 2015 and 2014, respectively | ||
Common stock, $.0001 par value, authorized 100,000,000 shares; 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 | (386,851) | (279,430) |
Total stockholders' deficit | (133,214) | (25,793) |
Total liabilities and stockholders' deficit | $ 12,657 | $ 12,307 |
Consolidated Statements of Fin3
Consolidated Statements of Financial Condition (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
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 | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 17,855 | $ 12,837 |
Cost of revenue | 2,907 | |
Gross profit | $ 17,855 | $ 9,930 |
Expenses | ||
Compensation - related party | 27,501 | |
General and administrative | 97,775 | $ 42,433 |
Total expenses | 125,276 | 42,433 |
Net income (loss) before income taxes | $ (107,421) | $ (32,503) |
Provision for income taxes | ||
Net income (loss) | $ (107,421) | $ (32,503) |
Net loss per weighted share basic and fully diluted | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding, basic and fully diluted | 16,070,000 | 16,070,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes In Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2013 | $ 1,607 | $ 252,030 | $ (246,927) | $ 6,710 |
Balance, shares at Dec. 31, 2013 | 16,070,000 | |||
Net loss | (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 | |||
Net loss | (107,421) | (107,421) | ||
Balance at Dec. 31, 2015 | $ 1,607 | $ 252,030 | $ (386,851) | $ (133,214) |
Balance, shares at Dec. 31, 2015 | 16,070,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (107,421) | $ (32,503) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | $ 3,280 | 3,275 |
Changes in operating assets and liabilities: | ||
Other assets | $ 2,797 | |
Accrued interest - related party | $ 11,771 | |
Advances from related party | (4,000) | |
Net cash used in operating activities | $ (96,370) | $ (26,431) |
Cash flows from investing activities: | ||
Net cash used in investing activities | ||
Cash flows from financing activities: | ||
Proceeds from officer loan | $ 8,100 | |
Note payable - related party (current) | $ 10,000 | $ 20,000 |
Note payable - related party (long-term) | 90,000 | |
Net cash provided by financing activities | 100,000 | $ 28,100 |
Net increase (decrease) in cash | 3,630 | 1,669 |
Cash and cash equivalents - beginning of year | 1,656 | (13) |
Cash and cash equivalents - end of year | $ 5,286 | $ 1,656 |
Supplemental disclosures of cash flow information: | ||
Interest paid in cash | ||
Taxes paid in cash | ||
Non Cash Investing and Financing Activities |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 - Nature 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 - Going Concern The accompanying 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 consolidated financial statements, the Company had an accumulated deficit at December 31, 2015 of $386,851, a net loss for the year ended December 31, 2015 of $107,421 and net cash used in operating activities of $96,370 for the period. 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 includes an explanatory paragraph addressing the existence of substantial doubt concerning the Companys ability to continue as a going concern. The 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. |
Summary of Significant Accounti
Summary of Significant Accounting Principles | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Principles | Note 3 - Summary of significant accounting principles 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 The Companys consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary BODT, through December 31, 2015. All intercompany balances and transactions have been eliminated in consolidation. 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, The Company has adopted an annual accounting period of January through December. 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 on a per session basis 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, when present, 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 nine month periods ending December 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 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 years ending December 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 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 years ended December 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). 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
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 - Property and Equipment 2015 2014 Furniture and fixtures $ 12,939 $ 12,939 Equipment 10,527 10,527 23,466 23,466 Less: accumulated depreciation (16,095 ) (12,815 ) $ 7,371 $ 10,651 Depreciation and expense was $3,280 and $3,275 for the years ended December 31, 2015 and 2014, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 - Income 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, 2015 and 2014. At December 31, 2015, the Company had approximately $320,000 of net operating losses (NOL) carry-forwards for federal and state income purposes. These losses are available for future years and expire through 2034. 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 $ 320,000 $ 279,000 Deferred tax asset 320,000 279,000 Less: Valuation allowance (320,000 ) (279,000 ) Net deferred tax asset $ - $ - The Companys reconciliation of the top Federal tax rate applied to the net income per book to the overall effective tax rate per the income tax provision is as follows: December 31, 2015 2014 Statutory federal income tax expense (34 )% (34 )% State and local income tax (4 ) (4 ) (net of federal benefits) Valuation allowance 38 38 - % - % The Company has taken a full valuation allowance against the deferred asset attributable to the NOL carry-forwards of approximately $320,000 and $279,000 at December 31, 2015 and 2014, respectively, due to the uncertainty of realizing the future tax benefits. The valuation allowance increased by $41,000 attributable to the NOL reported for the year ended December 31, 2015. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Capital Structure | Note 6-Capital Structure 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, 2015 and 2014, there were no shares of preferred stock outstanding, respectively. Common Stock The Company is authorized to issue 100,000,000 shares of $0.0001 par value, non-assessable, common stock. At December 31, 2015 and 2014, there were 16,070,000 common shares outstanding, respectively. Each common stock share has one voting right and the right to dividends, if and when declared by the board of directors. 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, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Notes Payable | Note 7 - 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 December 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 was payable on demand and bears interest at 12% per annum, which Note was paid in February 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 December 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 is due in full on demand. No payments have been made on this note through December 31, 2015. There is no interest accruing on this Note. On January 23, 2015 the Company issued a $20,000 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, 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 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. On October 26, 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 October 26, 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 $.10 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. In February 2015, the Company repaid $4,000 of these loans. Advances from related parties consisted of the following: December 31, 2015 December 31, 2014 Advances from Ms. Skalko, President, CEO and Director $ 4,100 $ 8,100 $ 4,100 $ 8,100 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 8 - 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, 2015 and 2014: 2015 2014 Net (Loss) $ (107,421 ) $ (32,503 ) 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 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events On January 16, 2016, the Company executed an unsecured convertible promissory note evidencing a loan from James Beshara, our CFO, Secretary, Treasurer and Director, in the original principal balance of $25,000, which will be due in full on or before January 16, 2018. The note carries an interest rate of 12% per annum with no interim payments of interest or principal due on the note until maturity. This note is convertible into common stock of the Company at $.10 per share. On March 29, 2016, the Company executed an unsecured convertible promissory note evidencing a loan from James Beshara, our CFO, Secretary, Treasurer and Director, in the original principal balance of $25,000, which will be due in full on or before March 29, 2018. The note carries an interest rate of 20% per annum with no interim payments of interest or principal due on the note until maturity. This note is convertible into common stock of the Company at $.10 per share. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Companys consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary BODT, through December 31, 2015. All intercompany balances and transactions have been eliminated in consolidation. 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, The Company has adopted an annual accounting period of January through December. |
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 on a per session basis 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, when present, 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 nine month periods ending December 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 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 years ending December 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 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 years ended December 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). 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) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | 2015 2014 Furniture and fixtures $ 12,939 $ 12,939 Equipment 10,527 10,527 23,466 23,466 Less: accumulated depreciation (16,095 ) (12,815 ) $ 7,371 $ 10,651 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 $ 320,000 $ 279,000 Deferred tax asset 320,000 279,000 Less: Valuation allowance (320,000 ) (279,000 ) Net deferred tax asset $ - $ - |
Schedule of Income Tax Rate | The Companys reconciliation of the top Federal tax rate applied to the net income per book to the overall effective tax rate per the income tax provision is as follows: December 31, 2015 2014 Statutory federal income tax expense (34 )% (34 )% State and local income tax (4 ) (4 ) (net of federal benefits) Valuation allowance 38 38 - % - % |
Related Party Transactions an19
Related Party Transactions and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Advances from Related Parties | Advances from related parties consisted of the following: December 31, 2015 December 31, 2014 Advances from Ms. Skalko, President, CEO and Director $ 4,100 $ 8,100 $ 4,100 $ 8,100 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014: 2015 2014 Net (Loss) $ (107,421 ) $ (32,503 ) 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 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 386,851 | $ 279,430 |
Net loss | 107,421 | 32,503 |
Net cash used in operating activities | $ 96,370 | $ 26,431 |
Summary of Significant Accoun23
Summary of Significant Accounting Principles (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Impairment charges | ||
Potentially dilutive shares underlying convertible notes outstanding | 433,333 | 100,000 |
Minimum [Member] | ||
Property and equipment estimated useful lives | P5Y | |
Maximum [Member] | ||
Property and equipment estimated useful lives | P7Y |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 3,280 | $ 3,275 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property and equipment, gross | $ 23,466 | $ 23,466 |
Less: accumulated depreciation | (16,095) | (12,815) |
Property and equipment, net | 7,371 | 10,651 |
Furniture And Fixtures [Member] | ||
Property and equipment, gross | 12,939 | 12,939 |
Equipment [Member] | ||
Property and equipment, gross | $ 10,527 | $ 10,527 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | ||
Net operating losses carry-forwards | $ 320,000 | |
Net operating losses expiration date | expire through 2034 | expire through 2033 |
Deferred tax assets net operating loss | $ 320,000 | $ 279,430 |
Valuation allowance recorded in non operating loss | $ 41,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 320,000 | $ 279,430 |
Deferred tax asset | 320,000 | 279,430 |
Less: Valuation allowance | $ 320,000 | $ (279,430) |
Net deferred tax asset |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax expense | (34.00%) | (34.00%) |
State and local income tax | (4.00%) | (4.00%) |
Valuation allowance | 38.00% | 38.00% |
Effective income tax rate continuing operations | 0.00% | 0.00% |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Equity [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
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 an30
Related Party Transactions and Notes Payable (Details Narrative) - USD ($) | Oct. 26, 2015 | May. 21, 2015 | Jan. 23, 2015 | Oct. 28, 2014 | Sep. 13, 2013 | Feb. 28, 2015 | Dec. 31, 2015 | Oct. 31, 2014 | May. 19, 2014 |
Repayment of loan | $ 4,000 | ||||||||
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% | ||||||||
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 | $ 20,000 | $ 20,000 | ||||||
Debt instruments maturity date | Oct. 26, 2017 | May 21, 2017 | Jan. 23, 2017 | ||||||
Convertible debt, balance | $ 20,000 | $ 20,000 | |||||||
Accrued insturments interes rate | 12.00% | 12.00% | 20.00% | ||||||
Debt instruments conversion price per share | $ 0.10 | $ 0.15 | $ 0.15 |
Related Party Transactions an31
Related Party Transactions and Notes Payable - Schedule of Advances from Related Parties (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Advances from related parties | $ 4,100 | $ 8,100 |
Ms. Skalko, President, CEO and Director [Member] | ||
Advances from related parties | $ 4,100 | $ 8,100 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Net Income (Loss) Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net (Loss) | $ (107,421) | $ (32,503) | |
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Convertible Promissory Note [Member] - James Beshara, Our CFO, Secretary, Treasurer and Director [Member] - Subsequent Event [Member] - USD ($) | Mar. 29, 2016 | Jan. 16, 2016 |
Debt principal balance | $ 25,000 | $ 25,000 |
Debt instruments maturity date | Mar. 29, 2018 | Jan. 16, 2018 |
Accrued insturments interes rate | 20.00% | 12.00% |
Debt instruments conversion price per share | $ 0.10 | $ 0.10 |