Upholstery International 10-Q 19 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	6 Months Ended
	Jun. 30, 2015	Aug. 17, 2015
Document And Entity Information
Entity Registrant Name	Upholstery International, Inc.
Entity Central Index Key	1,592,998
Document Type	10-Q
Document Period End Date	Jun. 30, 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?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding		19,901,200
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 13,623	$ 18,955
Barter credits receivable	17,060	15,652
TOTAL CURRENT ASSETS	30,683	34,607
Property and Equipment	25,348	35,168
Security deposits	3,330	3,330
TOTAL ASSETS	59,361	73,105
CURRENT LIABILITIES
Accounts payable and accrued expenses	82,560	31,897
Credit cards payable	168,481	190,151
Customer deposits	29,480	10,206
Loan payable - related party	122,125	131,602
Note payable - related party	70,000	70,000
Loan payable	53,368	48,812
Financing loans	61,441	63,918
Curent portion of long-term debt	9,205	8,879
TOTAL CURRENT LIABILITIES	596,660	555,465
Long-term debt	17,315	21,752
TOTAL LIABILITIES	613,975	577,217
STOCKHOLDERS' DEFICIT
Preffered stock, $.0001 par value; 10,000,000 shares authorized No shares issued and outstanding at June 30, 2015	0	0
Common stock, $.0001 par value; 100,000,000 shares authorized 19,901,200 and 19,900,200 shares issued and outstanding at June 30, 2015 and December 31, 2014 , respectively	1,990	1,990
Additional paid-in capital	47,460	44,960
Accumulated deficit	(604,064)	(551,062)
TOTAL STOCKHOLDERS' DEFICIT	(554,614)	(504,112)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 59,361	$ 73,105

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred Stock, par value (in dollar per share)	$ .0001	$ .0001
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares outstanding	0	0
Preferred Stock, shares issued	0	0
Common Stock, par value (in dollar per share)	$ .0001	$ .0001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	19,901,200	19,900,200
Common Stock, shares outstanding	19,901,200	19,900,200

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
REVENUE	$ 144,695	$ 142,200	$ 320,323	$ 290,028
COST OF REVENUE	86,882	80,474	188,176	180,554
GROSS PROFIT	57,813	61,726	132,147	109,474
OPERATING EXPENSES
General and administrative expenses	74,811	91,571	123,182	132,240
Income (loss) from Operations	(16,998)	(29,845)	8,965	(22,766)
Other expense :
Interest expense	29,408	16,813	61,968	31,880
Loss before provision for taxes	(46,406)	(46,658)	(53,003)	(54,646)
Income tax provision	0	0	0	0
Net Loss	$ (46,406)	$ (46,658)	$ (53,003)	$ (54,646)
Net loss per share - basic and diluted	$ (0.002331819)	$ (0.002331664)	$ (0.002663322)	$ (0.002730855)
Weighted average common shares outsanting - basic and diluted	19,901,200	20,010,600	19,901,084	20,010,581

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (53,003)	$ (54,646)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expense	9,820	8,761
Amortization of deferred finance charges		5,000
Changes in operating assets and liabilities:
Barter credits receivable	(1,407)	(8,429)
Prepaid expenses	0	15,000
Accounts payable and accrued expenses	50,663	(3,997)
Credit cards payable	(21,670)	(18,342)
Customer deposits	19,274	(26,849)
Net cash provided by (used in) operating activities	3,677	(83,502)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	0	0
Net cash used in financing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt	0	96,500
Proceeds from issuance of common stock	2,500	16,500
Proceeds from (Repayment of) related party loans	(9,477)	23,100
Repayment of debt	(2,032)	(42,021)
Net cash provided by (used in) financing activities	(9,009)	94,079
Increase (Decrease) in cash	(5,332)	10,577
Cash - beginning of period	18,955	10,661
Cash - end of period	$ 13,623	$ 21,238

BASIS OF PRESENTATION AND BUSIN

BASIS OF PRESENTATION AND BUSINESS	6 Months Ended
	Jun. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION AND BUSINESS	NOTE 1 – BASIS OF PRESENTATION and Business The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s most recent audited consolidated financial statements and notes hereto as of December 31, 2014. Operating results for the six and three months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015, or any other period. Upholstery International, Inc. (the “Company”) through its wholly owned subsidiary, Ken’s Custom Upholstery, Inc. (“Ken’s”), operates a retail upholstery store which specializes in the reupholstering of furniture. The Company was incorporated under the laws of the state of Delaware on November 21, 2013 and Ken’s was formed under the laws of the state of Illinois on January 16, 1986. On December 16, 2013 the Company completed a Share Exchange agreement with Ken’s, whereby the Company issued 13,450,000 shares of its common stock to the shareholders of Ken’s. The merger was accounted for as a reverse merger, whereby Ken’s being the accounting survivor and the Company being the legal acquirer. Accordingly, the historical financial statements presented herein are those of Ken’s Custom Upholstery, Inc. The stockholders’ equity section of Ken’s has been retroactively restated for all periods presented to reflect the accounting effect of the reverse merger transaction.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Revenue Recognition The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) 104 for revenue recognition and Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” Accordingly, revenue is recorded when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company’s source of revenue is derived from the reupholstering of furniture and revenue is recorded upon completion of the services upon pick up or delivery to the customer. The Company receives a deposit when the order is received and records the deposit as a customer deposit until the revenue is recognized. Barter Transactions The Company periodically enters into barter transactions for goods and services. The Company uses a third party to facilitate the exchange. The barter transactions are accounted for in accordance with ASC 845-10 in which the fair value of the nonmonetary assets exchanged is more clearly evident than the fair value of the barter credits received and that the barter credits shall be reported at the fair value of the nonmonetary asset exchanged. A loss on barter credits will be recognized if it subsequently becomes apparent that the fair value of any remaining credits is less that the carrying value of the credits or it is probable that all remaining credits will not be used. The Company did not recognize any losses on barter credits during the three months ended March 31, 2015 and 2014. The Company evaluates the recoverability of the credits on a quarterly basis. Deferred Financing Costs Deferred financing costs represent commitment fees, legal and other third party costs associated with obtaining commitments for financing which result in a closing of such financings. These costs are amortized, using the effective interest method, into earnings through interest expense over the terms of the respective agreements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the three year useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. Advertising Advertising and marketing expenses are charged to operations as incurred. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
GOING CONCERN	NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a stockholders’ deficit of $554,614, an accumulated deficit of $604,064, and a working capital deficit of $565,977 at June 30, 2015. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving capital from third parties. The company is currently in the process of implementing a strategic growth plan through acquiring a number of industry related businesses. By acquiring additional revenue sources and launching our internal growth plans, we feel as a company, we will be able to reach our profitability marks efficiently. No assurance can be given that the Company will be successful in these efforts.

NOTE PAYABLE - RELATED PARTY

NOTE PAYABLE - RELATED PARTY	6 Months Ended
	Jun. 30, 2015
Related Party Transactions [Abstract]
NOTE PAYABLE - RELATED PARTY	NOTE 4 – NOTE PAYABLE – RELATED PARTY On November 15, 2013 the Company issued a promissory note in the amount of $70,000 to related party. The note bears interest at 11% per annum and matures on November 15, 2014, or within seven days after the Company is listed on a national stock exchange, whichever is earlier. The note is payable in monthly installments of interest only until the maturity date, and is personally guaranteed by the president of the Company. The note has been extended for an additional six months and is due May 15, 2015. The note has subsequently been extended for an additional six months and is now due November 15, 2015 with the same terms as the original note. The Company has been making the current monthly interest payments of $641 per month.

LOAN PAYABLE

LOAN PAYABLE	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
LOAN PAYABLE	NOTE 5 – LOAN PAYABLE In May, 2014 the Company entered into a business loan and security agreement, whereby it borrowed $75,000 from an unrelated third party. The amount outstanding at March 31, 2015 was $44,258. The loan is repayable in 378 payments of $288 due each business day beginning May 1, 2014. The loan is collateralized by substantially all assets of the Company and is personally guaranteed by the president of the Company. Through January 27, 2015, the Company had made all required payments of $288 due each business day. From January 28, 2015 to February 8, 2015 the Company did not make any payments toward this loan. From February 9, 2015 to March 2, 2015 the Company made 16 payments of $145 toward the loan and did not make any payments from March 3, 2015 to March 31, 2015. From April 1, 2015 to the date of this filing the Company did not make any payments to the lender referred to in Note 5. On May 31, 2015, the lender offered a settlement of a one-time payment of $8,006 to settle the debt in full. The offer expires on June 30, 2015 and the Company is currently seeking funding to make the settlement payment, but as of this date has not yet agreed to the settlement. The lender has not taken any action toward its recourse regarding the collateral and guarantees on the loan.

FINANCING LOANS

FINANCING LOANS	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
FINANCING LOANS	NOTE 6 – FINANCING LOANS In July, September, and December 2014, the Company entered into three separate Purchase agreements with Continental Capital Advance, Inc. (“Continental”), an unrelated finance company, in the aggregate amount of $142,800 less an original discount of $42,800 for net proceeds to the company of $100,000 (less repayments under the previous agreement still outstanding upon consummation of new agreement). Under the terms of the agreement the Company sells, assigns, and transfers to Continental all of its interests in each of its future credit card receivables due to the Company from its credit card processor, until the collection of the amount of future receivables have been collected by Continental. As stated in the agreement, Continental is to be paid an undefined percentage of the Company’s future credit card receipts. In lieu of the collection of the percentage of credit card receipts, the Company and Continental have agreed that the payment of the purchase amount will be repaid by the Company in 110 payments of $516 due each business day beginning on the first day after the loan was disbursed, until the full amount due under the agreement is paid. The Company has granted to Continental a lien on and security interest in all of the future receivables, as defined in the agreement. The Company and the president of the Company have granted a lien and security interest in all personal and real property owned by them. The agreement is personally guaranteed by the president of the Company. The Company’s involvement with the receivable during the term of the agreement is the undefined percentage of credit card receipts not applicable to Continental, although due to the daily payments being made toward the agreement, the Company has been collecting the full amount of credit card receipts. On December 29, 2014 the Company entered into the third agreement with Continental whereby it received $40,000 less amounts owed under the previous existing agreements (in which the Company did not make all the required daily payments) of $21,867 for proceeds of $18,133. The total repayment of the third agreement is $56,800, which is currently being repaid in the same 110 payments of $516 due each business day until the full amount due under the agreement is paid. The Company has recorded the amount of the total repayment as a financing debt, with the difference between the proceeds received and the total repayment amount as a discount, which is being amortized as imputed interest (at an effective rate of 246%) over the life of the agreement which is the date that the total repayments will be made assuming the Company is timely in all of its payments. Through January 27, 2015, the Company had made all required payments of $516 due each business. From January 28, 2015 to February 10, 2015 the Company did not make any payments toward this loan. From February 11, 2015 to March 3, 2015 the Company made 14 payments of $285 toward the loan and did not make any payments from March 4, 2015 to the date of these financial statements. On August 7, 2015 Continental verbally agreed to receive bi-weekly payments of $250 until the loan has been paid off. On October 27, 2014 the Company entered into a Payment Rights Purchase and Sale Agreement with EBF Partners, LLC (“EBF”) an unrelated finance company in the amount of $28,000 less an original discount of $8,000 for net proceeds to the company of $20,000. Under the terms of the agreement the Company sells, assigns, and transfers to EBF, without recourse, the specified percentage (defined as 15% under the agreement) of the proceeds of each future sale (as defined by the agreement) made by the Company until the purchased amount has been paid to EBF. The agreement also defines a daily payment amount of $280, which is being paid to EBF each business day as payment of the specified percentage, which amount has been intended to represent the specified percentage of the Company’s future receipts. The Company has granted to EBF a lien on and security interest in all of the future receipts, as defined in the agreement. The Company and the president of the Company have granted a lien and security interest in all personal and real property, owned by them. The agreement is personally guaranteed by the president of the Company. The Company’s involvement with the receivable during the term of the agreement is the percentage future receipts not applicable to EBF. The Company has recorded the amount of the total repayment as a financing debt, with the difference between the proceeds received and the total repayment amount as a discount, which is being amortized as imputed interest (at an effective rate of 259%) over the life of the agreement which is the date that the total repayments will be made assuming the Company is timely in all of its payments. Through January 27, 2015, the Company had made all required payments of $280 due each business. From January 28, 2015 to February 8, 2015 the Company did not make any payments toward this loan. From February 9, 2015 to March 2, 2015 the Company made 16 payments of $145 toward the loan and did not make any payments from March 3, 2015 to March 31, 2015. On April 10, 2015 the Company and EBF verbally agreed that payments in the amount of $250 would be made weekly begin on that date until the balance of the required payments was made. The company has made all the weekly payments of $250 from April 10, 2015 to the date of these financial statements. On November 11, 2014 the Company entered into a Purchase and Sale of Future Receivables with PIRS Capital, LLC (“PIRS”) an unrelated finance company in the amount of $22,350 less an original discount of $7,350 for net proceeds to the company of $15,000. Under the terms of the agreement the Company sells, assigns, and transfers to PIRS all of the Company’s future accounts, contract rights and other obligations arising from or relating to the payment of monies from the Company’s customers and/or other third party payers for the payment of the Company’s sale of goods and services until the purchased amount has been paid to PIRS. Under the terms of the agreement, the purchased amount shall be paid to PIRS as a percentage (defined as 20% under the agreement) of the Company’s settlement amounts due from each transaction. The agreement also defines a daily payment amount of $248, which is being paid to EBF each business day as payment of the specified percentage, which amount has been intended to represent the specified percentage of the Company’s future receipts. The Company has granted to PIRS a lien on and security interest in all of the future receipts, as defined in the agreement. The Company and the president of the Company have granted a lien and security interest in all personal and real property, owned by them. The agreement is personally guaranteed by the president of the Company. The Company’s involvement with the receivable during the term of the agreement is the percentage future receipts not applicable to PIRS. The Company has recorded the amount of the total repayment as a financing debt, with the difference between the proceeds received and the total repayment amount as a discount, which is being amortized as imputed interest (at an effective rate of 344%) over the life of the agreement which is the date that the total repayments will be made assuming the Company is timely in all of its payments. Through January 27, 2015, the Company had made all required payments of $248 due each business. From January 28, 2015 to March 24, 2015 the Company did not make any payments toward this loan. On March 25, 2015, the Company and PIRS entered into a settlement agreement whereby the Company will pay PIRS $12,000 payable in weekly payments of $230.76 due each Friday until the balance has been paid. The Company has imputed interest (at an effective rate of 466%) which is being amortized of the life of the agreement which is the date that the total repayments will be made assuming the Company is timely in all of its payments. The Company has made all the required payments relating to the settlement agreement as of the date of these financial statements. As of the date of these financial statements the Company has made all the required payments for the financing loans above in accordance with the modifications to the original agreements as described above. The finance companies disclosed above have not taken any action toward its recourse regarding the collateral and guarantees on the agreements.

LONG-TERM DEBT

LONG-TERM DEBT	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
LONG-TERM DEBT	NOTE 8 – LONG-TERM DEBT Long-term debt consists of two automobile loans which are payable in monthly installments of $897, including interest at rates of 5.6% and 8.0%. These loans are collateralized by the specific automobile owned by the company and mature as follows: Year ended December 31, 2015 4,768 2016 9,467 2017 5,349 2018 4,790 2019 2,146

LOAN PAYABLE - RELATED PARTY

LOAN PAYABLE - RELATED PARTY	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
LOAN PAYABLE - RELATED PARTY	NOTE 9 – LOAN PAYABLE – RELATED PARTY As of June 30, 2015 and December 31, 2014, the Company was obligated to a director, who is also an officer and a stockholder, for a non-interest bearing demand loan in the amounts of $122,125 and $131,602, respectively. The Company plans to pay the loan back as cash flows become available.

CREDIT CARDS PAYABLE

CREDIT CARDS PAYABLE	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
CREDIT CARDS PAYABLE	NOTE 10 – CREDIT CARDS PAYABLE The Company utilized several major credit cards during the normal course of its operations. Interest rates on the credit cards range from 11% to 30%. The Company also utilizes the services of a third party to negotiate settlements with the credit card companies. The Company currently has total available credit card financing of approximately $50,000 to finance its ongoing operations. The total of credit card payable on the accompanying balance sheet exceeds this amount due to existing credit cards in which no additional credit has been extended to the Company, which the Company is currently making payments towards the outstanding balances. The Company is not currently in default under payment arrangements on any of the credit cards. The credit cards are all personally guaranteed by the president of the Company.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 11 - INCOME TAXES The Company has approximately $604,000 of net operating losses (“NOL”) carried forward to offset taxable income in future years which expire commencing in fiscal 2028. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized

STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS' DEFICIENCY	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
STOCKHOLDERS' DEFICIENCY	NOTE 12 – STOCKHOLDERS’ DEFICIENCY Authorized Stock The Company has authorized 100,000,000 common shares and 10,000,000 preferred shares, both with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. On January 21, 2015, the company issued 1,000 shares of common stock to a private investor for proceeds of $2,500

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date which the financial statements were available to be issued. See notes 4, 5, and 6 regarding status of the notes, loans, and financing as of the date these financial statements were available to be issued.

SIGNIFICANT ACCOUNTING POLICI18

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.
Revenue Recognition	Revenue Recognition The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) 104 for revenue recognition and Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.” Accordingly, revenue is recorded when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company’s source of revenue is derived from the reupholstering of furniture and revenue is recorded upon completion of the services upon pick up or delivery to the customer. The Company receives a deposit when the order is received and records the deposit as a customer deposit until the revenue is recognized.
Barter Transactions	Barter Transactions The Company periodically enters into barter transactions for goods and services. The Company uses a third party to facilitate the exchange. The barter transactions are accounted for in accordance with ASC 845-10 in which the fair value of the nonmonetary assets exchanged is more clearly evident than the fair value of the barter credits received and that the barter credits shall be reported at the fair value of the nonmonetary asset exchanged. A loss on barter credits will be recognized if it subsequently becomes apparent that the fair value of any remaining credits is less that the carrying value of the credits or it is probable that all remaining credits will not be used. The Company did not recognize any losses on barter credits during the three months ended March 31, 2015 and 2014. The Company evaluates the recoverability of the credits on a quarterly basis.
Deferred Financing Costs	Deferred Financing Costs Deferred financing costs represent commitment fees, legal and other third party costs associated with obtaining commitments for financing which result in a closing of such financings. These costs are amortized, using the effective interest method, into earnings through interest expense over the terms of the respective agreements. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the three year useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.
Advertising	Advertising Advertising and marketing expenses are charged to operations as incurred.
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Schedule of Automobile Loan Collateralized	Year ended December 31, 2015 4,768 2016 9,467 2017 5,349 2018 4,790 2019 2,146

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Stockholders Deficit	$ (554,614)	$ (504,112)
Accumulated deficit	(604,064)	$ (551,062)
Working Capital	$ 565,977

NOTE PAYABLE - RELATED PARTY (D

NOTE PAYABLE - RELATED PARTY (Details Narrative) - Jun. 30, 2015 - Promissory Note Payable [Member] - Related Party [Member]	USD ($)
Monthly Interest	$ 641
Promissory Note	$ 70,000
Interest rates	0.11

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details)	Jun. 30, 2015USD ($)
Debt Disclosure [Abstract]
2,015	$ 4,768
2,016	9,467
2,017	5,349
2,018	4,790
2,019	$ 2,146

LONG-TERM DEBT (Details Narrati

LONG-TERM DEBT (Details Narrative) - Jun. 30, 2015 - Long-term Debt [Member] - USD ($)	Total
Monthly Installments	$ 897
Minimum [Member]
Interest Rates	5.60%
Maximum [Member]
Interest Rates	8.00%

LOAN PAYABLE - RELATED PARTY (D

LOAN PAYABLE - RELATED PARTY (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Director [Member]
Loans Payable	$ 122,125	$ 131,602

LOAN PAYABLE (Details Narrative

LOAN PAYABLE (Details Narrative) - USD ($)	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	May. 31, 2014
Loan Payable Details Narrative
Loan payable	$ 53,368	$ 44,258	$ 48,812	$ 75,000

CREDIT CARDS PAYABLE (Details N

CREDIT CARDS PAYABLE (Details Narrative) - Jun. 30, 2015 - Credit Card Receivable [Member]	USD ($)
Credit Card Financing	$ 50,000
Minimum [Member]
Interest Rates for Credit Cards	0.11
Maximum [Member]
Interest Rates for Credit Cards	0.30

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	Jun. 30, 2015USD ($)
Income Tax Disclosure [Abstract]
Net Operating Loss Carry Forward	$ 604,000

STOCKHOLDERS' DEFICIENCY (Detai

STOCKHOLDERS' DEFICIENCY (Details Narrative) - USD ($)	Jun. 30, 2015	Jan. 21, 2015	Dec. 31, 2014
Equity [Abstract]
Common Shares Issued	19,901,200	1,000	19,900,200
Common Stock Value	$ 1,990	$ 2,500	$ 1,990

Uncategorized Items - upho-2015

Label	Element	Value
Net loss	us-gaap_NetIncomeLoss	$ (46,406)
Net loss	us-gaap_NetIncomeLoss	$ (46,658)