Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Mar. 31, 2014 | |
Document and Entity Information: | ||
Entity Registrant Name | NATURAL GAS FUELING & CONVERSION INC. | |
Document Type | 10-K | |
Document Period End Date | 30-Sep-14 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1590715 | |
Current Fiscal Year End Date | -21 | |
Entity Common Stock, Shares Outstanding | 19,600,000 | |
Entity Public Float | $0 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 |
CURRENT ASSETS | |
Cash | $34,358 |
Investment Account-Cash | 48,461 |
Investment Account-Stocks | 27,561 |
Total Current Assets | 110,380 |
TOTAL ASSETS | 110,380 |
CURRENT LIABILITIES | |
Rent Payable | 3,000 |
Total Current Liabilities | 3,000 |
STOCKHOLDERS' EQUITY (DEFICIT) | |
Preferred stock | 0 |
Common stock-Class A | 1,260 |
Common stock-Class B | 700 |
Additional Paid-in Capital | 194,350 |
Retainded Earnings (Deficit) | -88,930 |
Total Stockholders' Equity (Deficit) | 107,380 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $110,380 |
Statement_of_Financial_Positio
Statement of Financial Position - Parenthetical (USD $) | Sep. 30, 2014 |
Preferred Stock, Par Value | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Class A | |
Common Stock, Par Value | $0.00 |
Common Stock, Shares Authorized | 230,000,000 |
Common Stock, Shares Issued | 12,600,000 |
Common Stock, Shares Outstanding | 12,600,000 |
Class B | |
Common Stock, Par Value | $0.00 |
Common Stock, Shares Authorized | 60,000,000 |
Common Stock, Shares Issued | 7,000,000 |
Common Stock, Shares Outstanding | 7,000,000 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
OPERATING EXPENSES | |
Legal Fees | $23,304 |
Accounting Fees | 9,300 |
Officer compensation | 22,800 |
General and administrative | 29,547 |
Total Operating Expenses | 84,951 |
LOSS FROM OPERATIONS | -84,951 |
Other Income | |
Realized gain on marketable securities | 3,281 |
Unrealized loss on marketable securities | -7,379 |
Dividends received | 120 |
Total Other Income | -3,978 |
NET LOSS | ($88,930) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $0 |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 19,018,733 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Total | Common Stock Class A | Common Stock Class B | Additional Paid in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) |
Balance, Value at Oct. 01, 2013 | $0 | $0 | $0 | $0 | $0 | |
Balance, Shares at Oct. 01, 2013 | 0 | 0 | 0 | |||
Common stock issued for cash - founders, Value | 610 | 700 | 1,310 | |||
Common stock issued for cash - founders, Shares | 6,100,000 | 7,000,000 | ||||
Common stock issued for cash, Value | 650 | 194,350 | 195,000 | |||
Common stock issued for cash, Shares | 6,500,000 | 0 | ||||
Net loss | -88,930 | -88,930 | -88,930 | |||
Balance, Value at Sep. 30, 2014 | $1,260 | |||||
Balance, Shares at Sep. 30, 2014 | 12,600,000 | 7,000,000 | 194,350 | -88,930 | 107,380 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | ($88,930) |
Adjustments to reconcile net loss to cash used in operating activities: | |
Realized gain on marketable securities | -3,281 |
Unrealized loss on marketable securities | 7,379 |
Dividends received | -120 |
Changes in operating assets and liabilities: | |
Accrued expenses | 3,000 |
Net cash used in operating activities | -81,952 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Cash paid for available for sale securities | -80,000 |
Net cash used in investing activities | -80,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from sale of common stock | 196,310 |
Net cash provided by financing activities | 196,310 |
NET INCREASE (DECREASE) IN CASH | 34,358 |
CASH AT END OF PERIOD | 34,358 |
SUPPLEMENTAL DISCLOSURES: | |
Interest | 0 |
Income Taxes | $0 |
Note_1_Description_of_Business
Note 1 - Description of Business and Basis of Presentation | 12 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 1 - Description of Business and Basis of Presentation | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
Natural Gas Fueling and Distribution Inc. (the “Company”) was incorporated in State of Florida on October 2, 2013, and plans to construct and operate combined gasoline, diesel and natural gas (NG) fueling and service stations with convenience stores along with factories to retrofit vehicles to run on NG in the United States. We also plan to acquire currently operating gasoline and diesel fueling stations and add NG bays to introduce NG fueling by expanding those stations. Also we plan to build factories to convert NG to liquefied natural gas (LNG) and compressed natural gas (CNG). Since inception on October 2, 2013, the Company has primarily been involved in conducting research and development, business planning and capital raising activities. | |
BASIS OF PRESENTATION | |
The accompanying audited financial statements include all accounts of the Company and in the opinion of management, reflect all adjustments, which include all normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and cash flows for the period from inception (October 2, 2013) to September 30, 2014. This financial statement period is not an indicative of the results to be expected for the year ending September 30, 2015, or for any other interim period in future. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 2 - Significant Accounting Policies | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES |
Use of Estimates | |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses recorded during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2014. | |
Marketable Securities | |
In accordance with Accounting Standards Codification 825 an entity is permitted to irrevocably elect fair value on a contract-by-contract basis for new assets or liabilities within the scope of ASC 825 as the initial and subsequent measurement attribute for those financial assets and liabilities and certain other items including property and casualty insurance contracts. Entities electing the fair value option are required to (i) recognize changes in fair value in earnings and (ii) expense any upfront costs and fees associated with the item for which the fair value option is elected. Entities electing the fair value option are required to distinguish, on the face of the statement of financial position, the fair value of assets and liabilities for which it has elected the fair value option, and similar assets and liabilities measured using another measurement attribute. An entity can accomplish this either by reporting the fair value and non-fair-value carrying amounts as separate line items or by aggregating those amounts and disclosing parenthetically the amount of fair value included in the aggregate amount. | |
The Company elected the fair value option for all their marketable securities. Management has elected the fair value option as management believes it best reflects the true market value of the securities at the date of valuation. | |
The Company reports the change in value of the securities as realized or unrealized gains or losses on a quarterly basis against earnings. The gain or loss is calculated as the difference between the acquiring value and the closing market value at the end of the reporting period. For securities purchased, the acquiring value is the fair value of the securities on the date they are acquired. | |
Income Taxes | |
The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. | |
Basic and Diluted Net Loss Per Share | |
The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of September 30, 2014, the Company had no potential dilutive shares outstanding. | |
Research and Development | |
Costs incurred in connection with the development of new products and manufacturing methods are charged to selling, general and administrative expenses as incurred. | |
Recent Pronouncements | |
In the year ending September 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. |
Note_3_Going_Concern
Note 3 - Going Concern | 12 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 3 - Going Concern | NOTE 3 – GOING CONCERN |
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain a portion of such resources for the Company by selling the 10 million shares it has registered to sell the public. However management cannot provide any assurances that the Company will be successful in raising funds from the public to meet its minimum financial obligations. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note_4_Related_Party_Transacti
Note 4 - Related Party Transactions | 12 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 4 - Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS |
On October 2, 2013, the Company issued 5,600,000 shares of Class A common stock as founders’ shares for total proceeds of $560. On October 10, 2013, the Company issued 500,000 shares of Class A common stock as founders’ shares for total proceeds of $50. | |
On October 2, 2013, the Company issued 7,000,000 Class B common shares as founders’ shares to the Chief Executive Officer of the Company for total proceeds of $700. |
Note_5_Investments_in_Marketab
Note 5 - Investments in Marketable Securities | 12 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 5 - Investments in Marketable Securities | NOTE 5 – INVESTMENTS IN MARKETABLE SECURITIES |
Marketable securities are classified as available-for-sale and are presented in the balance sheet at fair value. | |
Per Accounting Standards Codification 820 “Fair Value Measurement”, fair values defined establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements. | |
ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: | |
Level 1: Quoted market prices in active markets for identical assets or liabilities | |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data | |
Level 3: Unobservable inputs that are not corroborated by market data | |
The Company has classified these marketable securities at level 1 with a fair value of $27,561 as of September 30, 2014. | |
In June 2014, the Company opened an investment and trading account with Interactive Brokers with a capital of $80,000 to invest in various stocks to receive dividends while hedging them by trading options to receive trading profits managed by its Chief Executive Office I. Andrew Weeraratne. Of the $80,000 initial capital, $48,461 remains in cash and has not been actively invested in stock. The total realized capital gains for the period ending September 30, 2014 from trading activities was $3,281. The total unrealized loss as of September 30, 2014 is $7,379. The investment and trading account is recorded at fair market value adjusting the account both by realized and unrealized gain and losses, as required by generally accepted accounting principles, at a balance of $27,561 as of September 30, 2014. |
Note_6_Equity
Note 6 - Equity | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Notes | |||||||||||
Note 6 - Equity | NOTE 6 – EQUITY | ||||||||||
We have 300,000,000 authorized shares of capital stock, which consists of (i) 230,000,000 shares of Class A common stock, par value $0.0001 per share; (ii) 60,000,000 shares of Class B common stock, par value $0.0001 per share; and (iii) 10,000,000 shares of blank-check preferred stock, par value of $0.0001 per share. | |||||||||||
The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared by our Board of Directors from time to time. | |||||||||||
Each share of Class B common stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A common stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together as a single class with holders of Class A common stock with respect to any question or matter upon which holders of Class A common stock have the right to vote. Class B common stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law. Holders of Class B common stock shall be entitled to dividends as shall be declared by our Board of Directors from time to time at the same rate per share as the Class A common stock. The holders of the Class B common stock shall have the right to convert each one of their shares to one share of Class A common stock automatically by surrendering the shares of Class B common stock to us. | |||||||||||
As shown on the table below, on October 2, 2013, the Company issued the following shares of Class A common stock as founders’ shares at $0.0001 par value to the following officers and directors Andrew Weeraratne, Eugene Nichols and James New and for total proceeds of $475 and issued 50,000 Class A common stock at par value of $0.0001 to Robert Sanford our former Chief Financial Officer and Bo Engberg, one of our directors, each for a total proceeds of $5 each, as an incentive to work for us. | |||||||||||
Schedule of founders’ shares issued to officers and directors | |||||||||||
Name | Title | # of Shares | Consideration ($) | ||||||||
I. Andrew Weeraratne | Chief Executive Officer, Director | 4,000,000 | $ | 400 | |||||||
Eugene Nichols | President, Director | 500,000 | $ | 50 | |||||||
James New | Chairman of the Board | 250,000 | $ | 25 | |||||||
Robert Sanford | Former Chief Financial Officer | 50,000 | $ | 5 | |||||||
Bo Engberg | Director | 50,000 | $ | 5 | |||||||
On October 2, 2013, the Company issued 7,000,000 shares of Class B common stock as founders’ shares to the Company’s Chief Executive Officer and Director, I. Andrew Weeraratne, for total proceeds of $700. | |||||||||||
On October 2, 2013, the Company issued 250,000 Class A common stock at par value of .0001 as founder’s shares to Mr. Gerry Ambrose for total proceeds of $25. | |||||||||||
On October 2, 2013 the Company issued the following Class A common stock at par value of .0001 to the following individuals and entities for providing us consulting services: | |||||||||||
ITMM Consulting LLC | 200,000 shares for $20 | ||||||||||
Passerelle Corp. | 200,000 shares for $20 | ||||||||||
Mengying Qin | 50,000 shares for $5 | ||||||||||
Antonio Gallini | 50,000 shares for $5 | ||||||||||
On October 10, 2013, the Company issued 500,000 shares of Class A common stock to JSBarkats, PLLC, for an aggregate value of $50 in cash for providing us past and future legal work with regard to this offering. | |||||||||||
On October 22, 2013, we circulated a private offering memorandum for sale to persons who qualify as accredited investors and to a limited number of sophisticated investors, on a “best-efforts” basis, up to a maximum of 7,500,000 shares of the Company’s Class A common stock (the “Shares”) at a purchase price of $0.03 per share (the “Purchase Price”). The minimum individual investment was $15,000, with the stipulation, in our sole discretion, to accept subscriptions for lesser amounts and also with the stipulation that the, funds received from all subscribers to be released to us upon acceptance of the subscriptions by us. This offering was made pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended, seeking exemption from the registration requirements of federal securities laws. As of September 30, 2014, the Company sold 6,500,000 shares of Class A common stock each to thirteen subscribers at the Purchase Price for an aggregate offering amount of $195,000. |
Note_7_Income_Taxes
Note 7 - Income Taxes | 12 Months Ended |
Sep. 30, 2014 | |
Notes | |
Note 7 - Income Taxes | NOTE 7 – INCOME TAXES |
As of September 30, 2014, the Company had net operating loss carry forwards of $81,551 that may be available to reduce future years’ taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. Components of net deferred tax assets, including a valuation allowance, are as follows at September 30, 2014. | |
Net Operating loss carry-forward $ 81,551 | |
Total deferred tax assets 28,543 | |
Less valuation allowances $ (28,543) | |
Net deferred tax asset $ 0 | |
In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2014. |
Note_2_Significant_Accounting_1
Note 2 - Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Policies | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses recorded during the reporting period. Actual results could differ from those estimates. |
Note_2_Significant_Accounting_2
Note 2 - Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. The Company had no cash equivalents at September 30, 2014. |
Note_2_Significant_Accounting_3
Note 2 - Significant Accounting Policies: Marketable Securities (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Policies | |
Marketable Securities | Marketable Securities |
In accordance with Accounting Standards Codification 825 an entity is permitted to irrevocably elect fair value on a contract-by-contract basis for new assets or liabilities within the scope of ASC 825 as the initial and subsequent measurement attribute for those financial assets and liabilities and certain other items including property and casualty insurance contracts. Entities electing the fair value option are required to (i) recognize changes in fair value in earnings and (ii) expense any upfront costs and fees associated with the item for which the fair value option is elected. Entities electing the fair value option are required to distinguish, on the face of the statement of financial position, the fair value of assets and liabilities for which it has elected the fair value option, and similar assets and liabilities measured using another measurement attribute. An entity can accomplish this either by reporting the fair value and non-fair-value carrying amounts as separate line items or by aggregating those amounts and disclosing parenthetically the amount of fair value included in the aggregate amount. | |
The Company elected the fair value option for all their marketable securities. Management has elected the fair value option as management believes it best reflects the true market value of the securities at the date of valuation. | |
The Company reports the change in value of the securities as realized or unrealized gains or losses on a quarterly basis against earnings. The gain or loss is calculated as the difference between the acquiring value and the closing market value at the end of the reporting period. For securities purchased, the acquiring value is the fair value of the securities on the date they are acquired. |
Note_2_Significant_Accounting_4
Note 2 - Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Policies | |
Income Taxes | Income Taxes |
The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. |
Note_2_Significant_Accounting_5
Note 2 - Significant Accounting Policies: Basic and Diluted Net Loss Per Share (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Policies | |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share |
The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of September 30, 2014, the Company had no potential dilutive shares outstanding. |
Note_2_Significant_Accounting_6
Note 2 - Significant Accounting Policies: Research and Development (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Policies | |
Research and Development | Research and Development |
Costs incurred in connection with the development of new products and manufacturing methods are charged to selling, general and administrative expenses as incurred. |
Note_7_Income_Taxes_Deferred_T
Note 7 - Income Taxes: Deferred Tax Policy (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Policies | |
Deferred Tax Policy | In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2014. |
Note_6_Equity_Schedule_of_foun
Note 6 - Equity: Schedule of founders' shares issued to officers and directors (Tables) | 12 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Tables/Schedules | |||||||||||
Schedule of founders' shares issued to officers and directors | |||||||||||
Name | Title | # of Shares | Consideration ($) | ||||||||
I. Andrew Weeraratne | Chief Executive Officer, Director | 4,000,000 | $ | 400 | |||||||
Eugene Nichols | President, Director | 500,000 | $ | 50 | |||||||
James New | Chairman of the Board | 250,000 | $ | 25 | |||||||
Robert Sanford | Former Chief Financial Officer | 50,000 | $ | 5 | |||||||
Bo Engberg | Director | 50,000 | $ | 5 |