Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Feb. 12, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | SmooFi, Inc. | |
Entity Central Index Key | 1,592,603 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | Yes | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 30,385,800 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
CURRENT ASSETS: | ||
Cash | $ 1,803 | $ 2,160 |
Prepaid expenses | 2,340 | 3,165 |
Total Current Assets | $ 4,143 | $ 5,325 |
OTHER ASSETS: | ||
Intangible asset | ||
TOTAL ASSETS | $ 4,143 | $ 5,325 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 207,793 | 182,144 |
Due to related parties | 25,700 | 9,500 |
Note payable and accrued interest payable | 86,958 | 85,193 |
TOTAL LIABILITIES | $ 320,451 | $ 276,837 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued or outstanding | ||
Common stock, $0.001 par value; 200,000,000 shares authorized; 30,385,800 shares issued and outstanding | $ 30,386 | $ 30,386 |
Additional paid in capital | 132,439 | 132,439 |
Accumulated deficit | (727,535) | (652,239) |
Common stock to be issued | 248,402 | 217,902 |
TOTAL STOCKHOLDERS' DEFICIT | (316,308) | (271,512) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4,143 | $ 5,325 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Sep. 30, 2015 |
Balance Sheets Parenthetical | ||
Preferred stock; Par Value | $ 0.001 | $ 0.001 |
Preferred stock; Shares Authorized | 5,000,000 | 5,000,000 |
Preferred stock; Shares Issued | 0 | 0 |
Preferred stock; Shares Outstanding | 0 | 0 |
Common Stock; Par Value | $ 0.001 | $ 0.001 |
Common Stock; Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock; Shares Issued | 30,385,800 | 30,385,800 |
Common Stock; Shares Outstanding | 30,385,800 | 30,385,800 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statements Of Operations | ||
Revenue | ||
Cost of sales | ||
Gross Profit | ||
Operating expense: | ||
General and administrative expenses | $ (73,531) | $ (30,373) |
Total operating expenses | (73,531) | (30,373) |
Other expense: | ||
Interest expense | (1,765) | (1,510) |
Total other expense | (1,765) | (1,510) |
Loss before provision for income tax | $ (75,296) | $ (31,883) |
Provision for income taxes | ||
Net loss | $ (75,296) | $ (31,883) |
Basic and diluted loss per share | $ 0 | $ 0 |
Weighted average common shares outstanding - basic and diluted | 30,385,800 | 30,385,800 |
STATEMENT OF CASH FLOWS (Unaudi
STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (75,296) | $ (31,883) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 30,500 | |
Change in operating assets and liabilities: | ||
Prepaid expenses | 825 | |
Accounts payable and accrued expenses | 25,649 | $ 13,500 |
Due to related parties | 16,200 | |
Accrued interest payable | 1,765 | $ 1,512 |
Net Cash Used in Operating Activities | (357) | (16,871) |
CHANGE IN CASH | (357) | (16,871) |
CASH AT BEGINNING OF PERIOD | 2,160 | 74,787 |
CASH AT END OF PERIOD | $ 1,803 | $ 57,916 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for: Interest | ||
Cash paid for: Income taxes |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
1. ORGANIZATION | Smoofi, Inc. (the "Company") was incorporated under the laws of the State of Nevada on October 15, 2013. The Company issued 21,750,000 shares of its common stock to its founder as consideration for the purchase of an intangible asset consisting of a business plan along with a website. In the fiscal year ended September 30, 2015, the Company recorded an impairment loss of $74,495, the carrying value of this intangible asset. Online marketplace and community The Company's initially-defined business strategy is to acquire and/or develop and market software and services that will significantly enhance the performance and functionality of the Internet services used by individuals and by small to medium sized businesses. The Company's products and services, essentially an online marketplace and community, will use proprietary technology that will enable users, both service requestors and service providers, to work collaboratively to obtain substantial improvements in performance, reliability and usability. Service requestors (people or companies requesting a service) name their own price, date and time for any service. A service requestor can also select qualifying criteria such as number of reviews or review rankings of a service provider. The first service provider who can provide that service, on that date, at that time and meets the service ranking requirements will get the project The Company's online marketplace and online community will match up daily job or service requests and fill market demand for service requests throughout a particular local community, county or city and will connect local resources with local needs. A goal is to create jobs and provide market value for basic services by aggregating these low cost services within each local market. This will maximize value for either the person or company requesting the service and for the person or company providing the service. In other words, service providers will get the best possible price for their service and the party requesting the service will pay the lowest possible price. Operations, Consulting and Advisory Services in the Cannabis Industry As an expansion of our overall business strategy, we have appointed a new Director to expand our platform and services to enter the cannabis industry. We intend to enter into this area by purchasing and leasing farm land. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a September 30 fiscal year-end. The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2015 included in our Annual Report on Form 10-K. The results of the three month periods ended December 31, 2015 are not necessarily indicative of the results to be expected for the full year ending September 30, 2016. Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Stock-based Compensation The Company follows ASC 718-10, Stock Compensation Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260. Loss per Share The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. Fair Value Measurements and Disclosures ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying amounts of accounts receivable, notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates. Income Taxes Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or State income taxes. Advertising Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting period presented. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment. Recently Issued Accounting Pronouncement The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
3. GOING CONCERN | The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $324,594 and, having incurred net losses since inception, an accumulated deficit of $727,535 at December 31, 2015. While the Company believes that, with adequate financial resources, it will be able to generate revenues from services, including cannabis industry consulting services, and further developing and launching its marketplace platform, the Company's cash position is not sufficient to support theses growth plans and daily operations. Management believes that the actions presently being taken to further broaden and implement its business plan and generate additional services, products and revenue provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to realize revenues and in its ability to raise additional funds, there can be no assurances that will ever occur. The Company's ability to continue as a going concern is dependent upon its ability to obtain adequate financing and achieve profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
4. NOTES PAYABLE | As of December 31, 2015, the Company had two notes payable issued and outstanding with a total principle of $75,025 and accrued interest of $11,933. The first note, with a remaining balance of $25,000, was due on June 30, 2015, has an interest rate of 12%. This note remains unpaid. The second note, which was issued on June 29, 2015 and was due on July 3, 2015, has an interest rate of 8%, and remains unpaid. Both notes are in default as of December 31, 2015. |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
5. SHARE CAPITAL | The Company is authorized to issue 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company issued 1,500,000 shares of its common stock to its president and chief executive officer as founder shares. The Company issued 21,750,000 shares of our common stock to Derek Cahill as consideration for the purchase of a business plan along with a website. The acquisition of the business plan and website was valued at $72,500. On October 29, 2013, the Company completed a private placement where it issued 5,400,000 shares of its common stock to accredited investors for $18,000. On April 16, 2014, we completed a public offering whereby we sold 1,735,800 shares of our common stock at $0.042 per share for total gross proceeds of $72,325. On April 1, 2015, the Company entered into a twelve-month consulting agreement with an investor relations firm. Per the agreement, the Company granted 200,000 shares of restricted common stock to the investor relations firm which fully vested on October 1, 2015. On the date of the consulting agreement was entered into, April 1, 2015, the shares were valued at $1.00 per share which was the unadjusted share price prior to three-for-one forward stock split. The subject shares of common stock will be issued in a subsequent period. During the year ended September 30, 2015, the Company recorded share based compensation expense in the amount of $200,000 associated with the vesting of the common stock granted. The vested common stock was recorded under equity - shares to be issued. On April 21, 2015, the Board of Directors of the Company approved a three-for-one forward stock split of the Company's common stock. Accordingly, shareholders owning shares of the Company's common stock will receive two additional shares of the Company for each share they own. The Company had 10,128,600 shares issued and outstanding. As a result of the forward stock split, at December 31, 2015 and September 30, 2015 the Company has 30,385,800 shares of common stock issued and outstanding. The Company received notification from the Financial Industry Regulatory Authority (FINRA) on May 7, 2015, that it could proceed with the three-for-one forward stock split. Additional funds were reallocated from Additional Paid in Capital to the Common Stock account in an amount equal to the additional par value represented by the additional shares issued under the stock split. All share information presented in these financial statements and accompanying footnotes has been retroactively adjusted to reflect the increased number of shares resulting from this transaction. On August 7, 2015, the Company granted 100,000 shares of restricted common stock to its chief operating officer. On the date of grant, the shares were valued at $.61 per share which was the unadjusted closing share price on that date for a fair value of $61,000. The shares vest over a six-month period; accordingly, during the three months ended December 31, 2015, the Company recorded stock based compensation expense in the amount of $30,500 associated with vesting of the common stock granted. During the year ended September 30, 2015, the Company recorded stock based compensation expense in the amount of $17,902 associated with vesting of the common stock granted. The vested common stock was recorded under equity - shares to be issued. The subject shares of common stock will be issued in a subsequent period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
6. RELATED PARTY TRANSACTIONS | Mr. Brian Loiselle, a director of and consultant to the Company, has, through an affiliated company, approximately $800,000 invested in the "Tamarack Project" which is the subject of a certain Letter of Intent to which the Company is a party, as well as $830,000 invested in a certain farm and property in Colorado that the Company unsuccessfully attempted to acquire. This farm was eventually acquired by and is now owned by a competitor; the aforementioned $830,000 is evidenced by a promissory note between the present owner and the affiliated company controlled by Mr. Loiselle. On April 22, 2015, the Company and Newport Board Group entered into an Advisory Services Agreement whereby Mr. John Donahue would serve as the Company's Chief Operating Officer. The term of the initial agreement was for 60 days. A second agreement was executed on June 9, 2015, with no set termination date; however, either party may terminate the agreement at any time with 30 days' written notice. The monthly fee under both agreements is $4,000. There were no payments of such fee in the three months ended December 31, 2015. Unpaid monthly fees in the amount of $21,500 are included in Due to Related Parties at December 31, 2015. The Company has continued to defer and accrue all additional fees through the date of filing of this Report. As described in Note 5, on August 7, 2015, the Company granted 100,000 shares of restricted common stock to Mr. Donahue. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
7. SUBSEQUENT EVENTS | On January 14, 2016 and February 10, 2016, the Company issued promissory notes in the amount of $47,000 and $15,000, respectively, to EastWest Secured Developments, LLC; an Arizona Limited Liability Company of which Mr. Brian Loiselle, a director of and consultant to the Company, is a managing member. The principal and unpaid and accrued interest thereon are due on the earlier of one week after the closing of a certain contemplated acquisition or July 31, 2016. These notes have an interest rate of 10% per annum, with penalty provisions in the event of a default. On January 15, 2016, the Company entered into a secured promissory note in the amount of $46,400 to advance funds to the sellers of certain farm property in Colorado the Company is seeking to purchase. Closing will be subject to financing and other contingencies per a non-binding Letter of Intent. This note has an interest rate of 8% per annum, with principal and unpaid and accrued interest due on March 31, 2016, unless the contemplated transaction closes prior thereto, in which case the note will be cancelled. On February 11, 2016, the Company made an installment payment in the amount $10,000 for the purchase of three greenhouses owned by the aforementioned sellers of the farm property for a total cost of $40,000. There are no specified terms for further payments and dates. |
SUMMARY OF SIGNIFICANT ACCOUN13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2015 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a September 30 fiscal year-end. The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes for the year ended September 30, 2015 included in our Annual Report on Form 10-K. The results of the three month periods ended December 31, 2015 are not necessarily indicative of the results to be expected for the full year ending September 30, 2016. |
Cash Equivalents | For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Stock-based compensation | The Company follows ASC 718-10, Stock Compensation |
Use of Estimates and Assumptions | Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260. |
Loss Per Share | The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. |
Fair Value Measurements and Disclosures | ASC Topic 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying amounts of accounts receivable, notes payable, accounts payable, accrued liabilities approximate fair value given their short term nature or effective interest rates. |
Income Taxes | Income taxes are provided in accordance with ASC 740, Income Taxes Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. No provision was made for Federal or State income taxes. |
Advertising | Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting period presented. |
Intangible Assets | Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment. |
Recently Issued Accounting Pronouncements | The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | Sep. 30, 2015USD ($) |
Organization Details Narrative | |
Impairment loss | $ 74,495 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2015 | Sep. 30, 2015 |
Going Concern Details Narrative | ||
Working capital | $ (324,594) | |
Accumulated deficit | $ 727,535 | $ 652,239 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2015 | Jul. 03, 2015 | Jun. 30, 2015 |
Notes Payable Details Narrative | |||
Note Payable | $ 75,025 | ||
Accrued interest | $ 11,933 | ||
Remaining balance of note payable | $ 25,000 | ||
Interest rate | 8.00% | 12.00% |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Sep. 30, 2015 | |
Share Capital Details Narrative | ||
Share base expense | $ 200,000 | |
Common Stock, Issued | 30,385,800 | 30,385,800 |
Common Stock, Outstanding | 30,385,800 | 30,385,800 |
Stock based compensation associated with vesting | $ 30,500 | $ 17,902 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Related Party Transactions Details Narrative | |
Unpaid monthly fees included in Due to Related Parties | $ 21,500 |