Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | 1847 Holdings LLC | ||
Entity Central Index Key | 1599407 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
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 | 77,887,500 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | ||
Accounts receivable | 62,500 | 12,500 |
Prepaid financing costs | 15,000 | |
Prepaid expenses and other assets | 369 | 369 |
TOTAL CURRENT ASSETS | 62,869 | 27,869 |
INVESTMENTS | 6 | 6 |
TOTAL ASSETS | 62,875 | 27,875 |
CURRENT LIABILITIES | ||
Bank overdraft | 446 | |
Accounts payable and accrued expenses | 208,585 | 23,468 |
Advances, related party | 42,558 | 15,075 |
TOTAL LIABILITIES | 251,589 | 38,543 |
SHAREHOLDERS' DEFICIT | ||
Allocation shares, 1,000 shares issued and outstanding | 1,000 | 1,000 |
Common Shares, 500,000,000 shares authorized, 77,887,500 and 76,875,000 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 7 | 7 |
Additional Paid In Capital | 14,999 | 14,999 |
Accumulated Deficit | -204,720 | -26,674 |
TOTAL SHAREHOLDERS' DEFICIT | -188,714 | -10,668 |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $62,875 | $27,875 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheets Parenthetical | ||
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Common shares, authorized | 500,000,000 | 500,000,000 |
Common shares, issued | 77,887,500 | 76,875,000 |
Common shares, outstanding | 77,887,500 | 76,875,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
Consolidated Statements Of Operations | ||
REVENUES | $43,750 | $175,000 |
OPERATING EXPENSES | ||
General and administrative | 44,956 | 178,708 |
Professional fees | 25,468 | 174,338 |
TOTAL OPERATING EXPENSES | 70,424 | 353,046 |
NET LOSS FROM OPERATIONS | -26,674 | -178,046 |
PROVISION FOR INCOME TAXES | ||
NET LOSS | ($26,674) | ($178,046) |
Net Loss Per Share: Basic and diluted | $0 | $0 |
Weighted-average number of common shares outstanding: Basic and diluted | 76,875,000 | 77,384,671 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2013 | Dec. 31, 2014 | |
OPERATING ACTIVITIES | ||
Net loss | ($26,674) | ($178,046) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Financing costs | ||
Changes in operating assets and liabilities: | ||
Increase accounts receivable | -12,500 | -50,000 |
Decrease in prepaid financing costs | 15,000 | |
Increase in prepaid expenses and other assets | -369 | |
Increase (decrease) in accounts payable and accrued expenses | 23,468 | 185,117 |
Net cash used in operating activities | -16,075 | -27,929 |
FINANCING ACTIVITIES | ||
Proceeds from bank overdraft | 446 | |
Proceeds from allocation shares | 1,000 | |
Proceeds from sale of common stock | 13,500 | |
Professional fees related to sale of common stock | -13,500 | |
Loans from related party | 15,075 | 27,483 |
Net cash (used) by financing activities | 16,075 | 27,929 |
NET INCREASE (DECREASE) IN CASH | ||
CASH | ||
Beginning of period | ||
End of period | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | ||
Income taxes paid | ||
NONCASH INVESTING | ||
Acquisition of investments in exchange for common stock | 6 | |
Stock based compensation - prepaid financing costs | $15,000 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (USD $) | Common Stock | Allocation Shares | Additional Paid-In Capital | Deficit Accumulated During the Development Stage | Total |
Beginning Balance, Amount at Jan. 22, 2013 | |||||
Beginning Balance, Shares at Jan. 22, 2013 | |||||
Allocation shares, Shares | 1,000 | 1,000 | |||
Shares issued for services at $0.0000069 per share, Shares | 76,875,000 | ||||
Shares issued for services at $0.0000069 per share, Amount | 7 | 14,999 | 15,006 | ||
Net loss | -26,674 | -26,674 | |||
Ending Balance, Amount at Dec. 31, 2013 | 7 | 1,000 | 14,999 | -26,674 | -10,668 |
Ending Balance, Shares at Dec. 31, 2013 | 76,875,000 | ||||
Shares issued for services at $0.013333 per share, net $13,500 professional fees, Shares | 1,012,500 | ||||
Net loss | -178,046 | -178,046 | |||
Ending Balance, Amount at Dec. 31, 2014 | $7 | $1,000 | $14,999 | ($204,720) | ($188,714) |
Ending Balance, Shares at Dec. 31, 2014 | 77,887,500 |
ORGANIZATION_AND_NATURE_OF_BUS
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
Organization And Nature Of Business | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | 1847 Holdings LLC was formed under the laws of the State of Delaware on January 22, 2013. We are in the business of acquiring small to medium size businesses in a variety of different industries. To date, we have consummated one acquisition. Our wholly-owned subsidiary acquired a 50% interest in each two consulting firms previously controlled by our Chief Executive Officer. |
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, 1847 Management Services, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
Summary Of Significant Accounting Policies | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation |
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. | |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a calendar year end. | |
Stock Split | |
On July 2, 2014, the Company amended the Operating Agreement of 1847 Holdings LLC to effect a stock split of its outstanding and authorized shares of common shares at a ratio of 75 for 1 (the “Stock Split”). | |
As a result of the Stock Split, the Company’s authorized shares of common stock were increased from 50,000,000 to 500,000,000 shares. On July 2, 2014, the Company’s issued and outstanding shares of common stock were increased from 1,038,050 to 77,853,750 shares, all with a par value of $0.001. Accordingly, all share and per share information has been restated to retroactively show the effect of the Stock Split. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. | |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Revenue Recognition | |
Revenue will be recognized when it is realized or realizable and earned. Specifically, revenue will be recognized when all of the following criteria are met: (1) Persuasive evidence of an arrangement exists; (2) Service has occurred, customer acceptance has been achieved; (3) Our selling price to the buyer is fixed and determinable; and (4) Collection is reasonably assured. The Company recognizes revenue when services have been provided and collection is reasonably assured. | |
Stock-Based Compensation | |
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. | |
Basic Income (Loss) Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income 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. There are no such common share equivalents outstanding as of December 31, 2014. | |
Comprehensive Income | |
The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Shareholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income. | |
Recent Accounting Pronouncements | |
ASU 2014-10, Development Stage Entities | |
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern | |
NOTE 3 - GOING CONCERN | The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. |
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2014 | |
Investments | |
NOTE 4 - INVESTMENTS | On September 15, 2013, 1847 Management Services, Inc., the Company's wholly owned subsidiary, acquired a 50% interest in each of PPI Management Group, LLC and Christals Management LLC from our Chief Executive Officer and controlling shareholder, Ellery W. Roberts. In connection with the acquisition of such equity interests from Mr. Roberts, we issued to Mr. Roberts 65,625,000 of our common shares pursuant to a securities purchase agreement. |
RELATED_PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2014 | |
Related Parties | |
NOTE 5 - RELATED PARTIES | Management Services Agreement |
The company and our manager have entered into a management services agreement on April 15, 2013, pursuant to which we are required to pay our manager a quarterly management fee equal to 0.5% (2.0% annualized) of our company’s adjusted net assets for services performed. On September 15, 2013, we entered into an amendment to our management services agreement that provides that in lieu of paying a quarterly management fee under the management services agreement based upon the adjusted net assets of our management consulting business, we will pay our manager a flat quarterly fee equal to $43,750. This amendment only applies to our management consulting business and will not apply to any businesses that we acquire in the future. | |
Advances | |
From time to time, the Company has received advances from certain of its officers and related parties to meet short-term working capital needs. For the years ended December 31, 2014 and 2013, a total of $42,558 and $15,075 advances from related parties is outstanding, respectively. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. |
EQUITY
EQUITY | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity | ||
NOTE 6 - EQUITY | Allocation shares | |
As of December 31, 2014 and 2013, the Company had authorized and outstanding 1,000 allocation shares. These Allocation Shares do not entitle the holder thereof to vote on any matter relating to the Company other than in connection with amendments to the Company’s operating agreement and in connection with certain other corporate transactions as specified in the Company’s operating agreement. | ||
Our manager owns 100% of the allocation shares of our company, which are a separate class of limited liability company interests that, together with the common shares, will comprise all of the classes of equity interests of our company. Our manager received the allocation shares with its initial capitalization of our company. The allocation shares generally will entitle our manager to receive a 20% profit allocation as a form of incentive designed to align the interests of our manager with those of our shareholders. Profit allocation has two components: an equity-based component and a distribution-based component. The equity-based component will be paid when the market for our shares appreciates, subject to certain conditions and adjustments. The distribution-based component will be paid when the distributions we pay to our shareholders exceed an annual hurdle rate of 8.0%, subject to certain conditions and adjustments. While the equity-based component and distribution-based component are interrelated in certain respects, each component may independently result in a payment of profit allocation if the relevant conditions to payment are satisfied. | ||
The 1,000 allocation shares are issued and outstanding and held by our manager, which is controlled by Mr. Roberts, our chief executive officer and controlling shareholder.. | ||
Common shares | ||
The Company has authorized 500,000,000 common shares as of December 31, 2014 and 2013 and the Company had 77,887,500 and 76,875,000 common shares issued and outstanding, respectively. The common shares entitle the holder thereof to one vote per share on all matters coming before the shareholders of our company for a vote. | ||
During the year ended December 31, 2014, the Company issued the following equity instruments: | ||
· | In June and July, 2014, the Company sold a total of 1,012,500 shares of common stock for gross proceeds from our initial public offering in the amount of $13,500, not including accounting, legal, transfer agent, and other offering expenses. Including such expenses, estimated net expenses of the IPO were $47,568. | |
During the ended December 31, 2013, the Company issued the following equity instruments: | ||
· | In September 2013, the Company entered into securities purchase agreements, pursuant to which the Company issued 65,625,000 common shares, in exchange for a 50% interest in each of PPI Management Group, LLC and Christals Management LLC from our Chief Executive Officer and controlling shareholder, Ellery W. Roberts. | |
· | In September 2013, the Company issued 11,250,000 common shares for professional services. The Company recognized the fair market value of $15,000 as a deferred financing cost. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
Commitments And Contingencies | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | The Company neither owns nor leases any real or personal property. An office space has been leased on a month by month basis. |
The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes | |||||||||
NOTE 8 - INCOME TAXES | As of December 31, 2014 and 2013, the Company had net operating loss carry forwards of approximately $204,721 and $26,674, respectively, that may be available to reduce future years’ taxable income in varying amounts through 2034. 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. | ||||||||
The provision for Federal income tax consists of the following: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Federal income tax benefit attributable to: | |||||||||
Current Operations | $ | 60,536 | $ | 10,523 | |||||
Less: valuation allowance | (60,536 | ) | (10,523 | ) | |||||
Net provision for Federal income taxes | $ | - | $ | - | |||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax asset attributable to: | |||||||||
Net operating loss carryover | $ | 71,059 | $ | 10,523 | |||||
Less: valuation allowance | (71,059 | ) | (10,523 | ) | |||||
Net deferred tax asset | $ | - | $ | - | |||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | |
NOTE 9 - SUBSEQUENT EVENTS | In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those specified below. |
On March 6, 2015, Monrovia Money Train, Inc. (“Monrovia Money Train”), a subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Jarrod Clarke and Jarrod Clarke Holdings, Inc. (collectively, the “Sellers”), as well as Money Train Title Loans and on Track LLC (collectively, the “Seller Companies”). Under the Purchase Agreement, Monrovia Money Train agreed to acquire all of the membership interests of the Seller Companies from the Sellers in consideration for $55,000 for each 1% membership interest of both Companies, for an aggregate purchase price for all of the interests of the Seller Companies of (a) $4,500,000 in cash, plus (b) $1,000,000 worth of common shares of the Company. The purchase price is subject to a post-closing working capital adjustment provision. Under this provision, the cash portion of the purchase price will be adjusted upward or downward if the final certified audited consolidated balance sheet of the Seller Companies as of the closing date is higher or lower than the preliminary certified unaudited consolidated balance sheet as of the closing date, respectively. The cash portion of the purchase price will also be decreased by the amount of any outstanding indebtedness of the Seller Companies as of the closing date. The parties to the Purchase Agreement also made customary representations and warranties and agreed upon customary covenants, agreements and conditions to closing. Among the conditions to closing are the conditions that the Seller Companies obtain any landlord consents for each lease to real property held by the Seller Companies and any other necessary third-party consents to the transaction, and that Monrovia Money Train obtain all necessary financing to consummate the transaction and fund the Seller Companies’ working capital requirements. The parties anticipate that the closing will occur by May 1, 2015. If the Purchase Agreement is not closed within 90 days of its effective date, either party may generally terminate the Purchase Agreement. The Purchase Agreement may also generally be terminated by either party if the other party breaches a material representation or closing condition. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. |
Accounting Basis | The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a calendar year end. |
Stock Split | On July 2, 2014, the Company amended the Operating Agreement of 1847 Holdings LLC to effect a stock split of its outstanding and authorized shares of common shares at a ratio of 75 for 1 (the “Stock Split”). |
As a result of the Stock Split, the Company’s authorized shares of common stock were increased from 50,000,000 to 500,000,000 shares. On July 2, 2014, the Company’s issued and outstanding shares of common stock were increased from 1,038,050 to 77,853,750 shares, all with a par value of $0.001. Accordingly, all share and per share information has been restated to retroactively show the effect of the Stock Split. | |
Cash and cash equivalents | The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | The Company’s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. |
Income Taxes | Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue will be recognized when it is realized or realizable and earned. Specifically, revenue will be recognized when all of the following criteria are met: (1) Persuasive evidence of an arrangement exists; (2) Service has occurred, customer acceptance has been achieved; (3) Our selling price to the buyer is fixed and determinable; and (4) Collection is reasonably assured. The Company recognizes revenue when services have been provided and collection is reasonably assured. |
Stock-Based Compensation | Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income 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. There are no such common share equivalents outstanding as of December 31, 2014. |
Comprehensive Income | The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Shareholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income. |
Recent Accounting Pronouncements | ASU 2014-10, Development Stage Entities |
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes Tables | |||||||||
Summary of income tax provision (benefit) | The provision for Federal income tax consists of the following: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Federal income tax benefit attributable to: | |||||||||
Current Operations | $ | 60,536 | $ | 10,523 | |||||
Less: valuation allowance | (60,536 | ) | (10,523 | ) | |||||
Net provision for Federal income taxes | $ | - | $ | - | |||||
Deferred tax asset and liabilities | The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred tax asset attributable to: | |||||||||
Net operating loss carryover | $ | 71,059 | $ | 10,523 | |||||
Less: valuation allowance | (71,059 | ) | (10,523 | ) | |||||
Net deferred tax asset | $ | - | $ | - |
RELATED_PARTIES_Details_Narrat
RELATED PARTIES (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Related Parties Details Narrative | ||
Advances, related party | $42,558 | $15,075 |
EQUITY_Details_Narrative
EQUITY (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Details Narrative | ||
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Common shares,authorized | 500,000,000 | 500,000,000 |
Common shares, issued | 77,887,500 | 76,875,000 |
Common shares, outstanding | 77,887,500 | 76,875,000 |
Common stock sold | 1,012,500 | |
Initial public offering amount | $13,500 | |
Estimated net expenses | 47,568 | |
Common shares, issued in securities purchase agreements | 65,625,000 | |
Percentage interest in securities purchase agreements | 50.00% | |
Common shares for professional services | 11,250,000 | |
Deferred financing cost | $15,000 |
INCOME_TAXES_Details
INCOME TAXES (Details ) (USD $) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Federal income tax benefit attributable to: | |||
Current Operations | $60,536 | $10,523 | |
Less: valuation allowance | -60,536 | -10,523 | |
Net provision for Federal income taxes |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $71,059 | $10,523 |
Less: valuation allowance | -71,059 | -10,523 |
Net deferred tax asset |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details Narrative | ||
Net operating loss carry forwards | $204,721 | $26,674 |
Net operating loss carry forwards, expiration date | 2034 |