Blockchain Solutions (BLCS) 10-K/A 28 Jul 16 2014 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2014	Mar. 15, 2015	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Cabinet Grow, Inc.
Entity Central Index Key	1,610,462
Document Type	10-K/A
Document Period End Date	Dec. 31, 2014
Amendment Flag	true
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		33,954,242
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,014
Amendment Description	Explanatory Note Cabinet Grow, Inc. (the “Company”) is filing this amendment on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed on June 29, 2015 (the “Original Filing”), to restate (1) its consolidated financial statements and footnotes as of and for the fiscal year ended December 31, 2014 and (2) Management’s Discussion and Analysis of Financial Condition and Results of or Plan of Operation for the fiscal year ended December 31, 2014 compared to December 31, 2014, as a result of the Company not previously measuring and re-measuring the fair value of warrants issued to purchase common stock. See Note 11 “Restatement of Previously Issued Financial Statements” to the Company’s restated consolidated financial statements. The certifications of the Company’s Chief Executive Officer and Chief Financial Officer, and the consent of its independent registered public accounting firm are attached to this Amendment as Exhibits 31.1 32.1 and 23.21, respectively.

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents		$ 10,485
Accounts receivable, net
Inventory		17,413
Prepaid assets and other		3,010
Total current assets		30,908
Security deposit
Property, furniture and fixtures and equipment, net of accumulated depreciation of $13,026 (2014) and $2,228 (2013)		1,693
Total assets		32,601
Current Liabilities:
Accounts payable and accrued expenses		5,584
Accounts payable and accrued expenses, stockholder		1,754
Customer deposits		4,316
Note payable, stockholder		57,744
Derivative liability
Total current liabilities		69,398
Convertible notes payable, net of discount of $210,165
Total liabilities		69,398
Stockholders' Deficit:
Common stock, $0.001 par value; 300,000,000 shares authorized, 33,100,000 (2014) and 30,000,000 (2013) shares issued and outstanding		30,000
Preferred stock, $0.001 par value; 10,000,000 shares authorized Series A preferred stock, $0.001 par value; 100 shares issued and authorized (2014)
Additional paid-in capital		(30,000)
Accumulated deficit	$ (3,460,652)	(36,797)
Total stockholders' deficit	(852,163)	(36,797)
Total liabilities and stockholders' deficit		32,601
Restated
Current Assets:
Cash and cash equivalents	61,472	$ 10,485
Accounts receivable, net	9,280
Inventory	48,761
Prepaid assets and other	8,938
Total current assets	128,451
Security deposit	20,120
Property, furniture and fixtures and equipment, net of accumulated depreciation of $13,026 (2014) and $2,228 (2013)	70,640
Total assets	219,211
Current Liabilities:
Accounts payable and accrued expenses	112,203
Accounts payable and accrued expenses, stockholder	14,152
Customer deposits
Note payable, stockholder	6,168
Derivative liability	581,373
Total current liabilities	713,896
Convertible notes payable, net of discount of $210,165	357,478
Total liabilities	1,071,374
Stockholders' Deficit:
Common stock, $0.001 par value; 300,000,000 shares authorized, 33,100,000 (2014) and 30,000,000 (2013) shares issued and outstanding	33,100
Common stock to be issued, $0.001 par value; 352,242	352
Preferred stock, $0.001 par value; 10,000,000 shares authorized Series A preferred stock, $0.001 par value; 100 shares issued and authorized (2014)
Additional paid-in capital	831,890
Accumulated deficit	(1,717,505)
Total stockholders' deficit	(852,163)
Total liabilities and stockholders' deficit	$ 219,211

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Accumulated depreciation of property, furniture and fixtures and equipment		$ (2,228)
Common Stock, par value		$ 0.001
Common Stock, shares authorized		300,000,000
Common Stock, shares issued		30,000,000
Common Stock, shares outstanding		30,000,000
Preferred stock, par value		$ 0.001
Preferred stock, shares authorized		10,000,000
Preferred stock, shares issued
Series A Preferred Stock
Preferred stock, par value	$ 0.001
Preferred stock, shares authorized	100
Preferred stock, shares issued	100
Restated
Accumulated depreciation of property, furniture and fixtures and equipment	$ (13,026)
Discount on convertible notes payable	$ 376,022
Common Stock, par value	$ 0.001
Common Stock, shares authorized	300,000,000
Common Stock, shares issued	33,100,000
Common Stock, shares outstanding	33,100,000
Common Stock, to be issued	352,242
Preferred stock, par value	$ 0.001
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Sales		$ 511,130
Cost of sales		335,474
Gross profit		175,655
Operating expenses:
Salaries and management fees (including stock compensation of $578,000 for 2014)		22,500
Advertising and marketing		80,853
Merchant processing fees		13,039
Professional fees (including 2014 stock compensation of $150,000)
Rent		10,264
Research and development		16,765
Depreciation and amortization		874
Other general and administrative		23,136
Total operating expenses		167,431
Income (loss) from operations		8,225
Other income (expenses):
Interest income
Derivative liability
Interest expense, including related party $898 and $841 for 2014 and 2013		(3,386)
Total other expense, net		(3,386)
Net income (loss)	$ (1,680,708)	$ 4,840
Basic and diluted income (loss) per share		$ 0
Weighted average number of common shares outstanding Basic and diluted		30,000,000
Restated
Sales	603,496
Cost of sales	448,103
Gross profit	155,393
Operating expenses:
Salaries and management fees (including stock compensation of $578,000 for 2014)	835,919
Advertising and marketing	250,177
Merchant processing fees	13,416
Professional fees (including 2014 stock compensation of $150,000)	210,464
Rent	23,310
Research and development	33,977
Depreciation and amortization	10,798
Other general and administrative	111,824
Total operating expenses	1,489,884
Income (loss) from operations	(1,334,492)
Other income (expenses):
Interest income	92
Derivative liability	(81,373)
Interest expense, including related party $898 and $841 for 2014 and 2013	(264,935)
Total other expense, net	(346,216)
Net income (loss)	$ (1,680,708)
Basic and diluted income (loss) per share	$ (.05)
Weighted average number of common shares outstanding Basic and diluted	31,910,058

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Included in salaries and management fees
Stock-based compensation	$ 578,000
Included in professional fees
Stock-based compensation	150,000
Included in interest expense
Related party interest expense	$ 898	$ 841

STATEMENT OF STOCKHOLDERS' DEFI

STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Common stock to be issued	Preferred stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2012	30,000,000
Beginning balance, amount at Dec. 31, 2012	$ 30,000			$ (30,000)	$ (41,637)	$ (41,637)
Sale of common stock, amount
Net loss					4,840	4,840
Ending balance, shares at Dec. 31, 2013	30,000,000
Ending balance, amount at Dec. 31, 2013	$ 30,000			(30,000)	(36,797)	(36,797)
Common stock issued for services, shares	3,000,000
Common stock issued for services, amount	$ 3,000			297,000		300,000
Preferred stock issued, shares			100
Preferred stock issued, amount				428,100		428,100
Beneficial conversion feature on convertible debt				26,565		26,565
Common stock to be issued for settlement of convertible note and accrued interest, shares		352,242
Common stock to be issued for settlement of convertible note and accrued interest, amount		$ 352		69,825		$ 70,177
Sale of common stock, shares	100,000					100,000
Sale of common stock, amount	$ 100			40,400
Net loss					(1,680,708)	$ (1,680,708)
Ending balance, shares at Dec. 31, 2014	33,100,000	352,242	100
Ending balance, amount at Dec. 31, 2014	$ 33,100	$ 352	$ 0	$ 831,890	$ (1,717,505)	$ (852,163)

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (1,680,708)	$ 4,840
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation		874
Amortization of discounts on convertible notes
Non cash interest expense
Derivative liability
Amortization of deferred financing fees
Stock compensation expense
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable		429
Decrease (increase) in inventory		(7,949)
Decrease (increase) in prepaid assets and other		(3,010)
Increase (decrease) in accounts payable and accrued expenses		(884)
Increase (decrease) in accounts payable and accrued expenses, stockholder		841
Increase (decrease) in customer deposits		2,636
Net cash used in operating activities		(2,223)
Cash flows from investing activities:
Purchase of computers and software and furniture and fixtures
Payment of security deposit
Leasehold improvements
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of convertible debt
Proceeds from sale of Series A preferred stock
Amount from advances and credit card charges from stockholder		71,462
Repayments of advances and credit card charges to stockholder		(70,118)
Proceeds from sale of common stock (including $500 from founder)
Payment of deferred financing costs
Net cash provided by financing activities		1,344
Net increase (decrease) in cash and cash equivalents		(880)
Cash and cash equivalents, beginning	10,485	11,364
Cash and cash equivalents, ending		10,485
Supplemental disclosure of cash flow information:
Cash paid for interest		2,545
Cash paid for income taxes
Schedule of non-cash nancing activities
Issuances of convertible promissory notes for fees
Common stock to be issued for settlement of convertible promissory notes and accrued interest
Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	(1,680,708)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation	10,798
Amortization of discounts on convertible notes	123,978
Non cash interest expense	92,565
Derivative liability	81,373
Amortization of deferred financing fees	9,929
Stock compensation expense	728,000
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable	(9,280)
Decrease (increase) in inventory	(31,348)
Decrease (increase) in prepaid assets and other	143
Increase (decrease) in accounts payable and accrued expenses	110,794
Increase (decrease) in accounts payable and accrued expenses, stockholder	12,399
Increase (decrease) in customer deposits	(4,316)
Net cash used in operating activities	(555,673)
Cash flows from investing activities:
Purchase of computers and software and furniture and fixtures	(46,241)
Payment of security deposit	(20,120)
Leasehold improvements	(33,504)
Net cash used in investing activities	(99,865)
Cash flows from financing activities:
Proceeds from issuance of convertible debt	720,000
Proceeds from sale of Series A preferred stock	100
Amount from advances and credit card charges from stockholder	52,749
Repayments of advances and credit card charges to stockholder	(104,324)
Proceeds from sale of common stock (including $500 from founder)	40,500
Payment of deferred financing costs	(2,500)
Net cash provided by financing activities	706,525
Net increase (decrease) in cash and cash equivalents	50,988
Cash and cash equivalents, beginning	10,485
Cash and cash equivalents, ending	61,472	$ 10,485
Supplemental disclosure of cash flow information:
Cash paid for interest	2,837
Cash paid for income taxes
Schedule of non-cash nancing activities
Issuances of convertible promissory notes for fees	79,500
Common stock to be issued for settlement of convertible promissory notes and accrued interest	$ 70,177

STATEMENTS OF CASH FLOWS (Paren

STATEMENTS OF CASH FLOWS (Parenthetical)	12 Months Ended
	Dec. 31, 2014USD ($)
Statement of Cash Flows [Abstract]
Proceeds from sale of common stock from founder	$ 500

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	NOTE 1 - ORGANIZATION BUSINESS Cabinet Grow, Inc. (the “Company” or “CG-NV”) began operations in California in 2008, doing business as Universal Hydro (“Hydro”). Prior to April 2014, the Company was a sole proprietorship owned by its’ current chief operating officer and stockholder. On April 28, 2014, the Company registered with the Secretary of State of California as Cabinet Grow, Inc. (CG-CA), and all of the business, assets and liabilities of Hydro were assigned to CG-CA. On May 14, 2014, the Company filed Articles of Incorporation with the Nevada Secretary of State. On May 15, 2014, CG-CA merged with CG-NV, with CG-NV being the surviving entity. All references herein to CG or the Company refer to CG-NV, CG-CA and Hydro. The Company is a manufacturer and distributor of cabinet-based horticultural systems. The Company’s design and production of hydroponic and soil grow cabinets makes the process of growing in a self-contained cabinet automated and simplified. The Company’s mission is to make hydroponic and soil growing simpler, more efficient and a better value than other products found on the market. Substantially all of the Company’s sales are to individuals in the United States via the Company’s website. The Company became a public company by filing a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) for the sale of 5,000,000 shares of common stock at $0.40 per share. Upon clearance from the SEC, the Company filed with the SEC on December 24, 2014, its’ final, effective Prospectus on Form 424(b)(3).

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America. EMERGING GROWTH COMPANY We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. ACCOUNTS RECEIVABLE Substantially all individuals pay in advance of their product being shipped. Recently the Company began shipping product with payment terms of 30 to 60 days to retailers. For these shipments, the Company records accounts receivable from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. INVENTORY Inventory is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow moving inventory is made based on management analysis or inventory levels and future sales forecasts. Inventory of $48,761 and $17,413 as of December 31, 2014 and 2013, respectively, was comprised of raw materials. PROPERTY AND EQUIPMENT Property and equipment are stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows: Manufacturing equipment 10 years Office equipment and furniture 7 years Computer hardware and software 3 years The Co 2014 2013 Furniture and Equipment $ 26,937 $ 1,264 Manufacturing equipment 7,396 826 Software 15,830 1,831 Leasehold improvements 33,503 — Accumulated depreciation (13,026 ) (2,228 ) Balance $ 70,640 $ 1,693 Depreciation expense of $10,798 and $874 was recorded during each of the years ended December 31, 2014 and 2013. REVENUE RECOGNITION The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the period in which the product is shipped. SHIPPING AND HANDLING Shipping and handling costs billed to customers are recorded in sales. For the years ended December 31, 2014 and 2013, shipping and handling costs billed to customers was $65,207 and $63,114, respectively. Shipping costs incurred by the Company of $73,775 and $60,929 for the years ended December 31, 2014 and 2013, respectively, are recorded in cost of sales. RESEARCH AND DEVELOPMENT Expenditures for research and development are charged to expense as incurred. Such expenditures amount to $33,977 and $16,765 for the years ended December 31, 2014 and 2013, respectively. ADVERTISING The Company records advertising costs as incurred. For the years ended December 31, 2014 and 2013, advertising expense was $250,177 and $80,853, respectively. FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. The Company's financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses, note payable and convertible debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. INCOME TAXES Prior to May 2014, the Company was organized as a sole proprietorship and was not subject to income taxes. Rather, the Company’s sole stockholder was subject to income taxes on the Company’s taxable activity. In May 2014, the Company became subject to income taxes and will be subject to Federal and State income taxes as a corporation. The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. EARNINGS PER SHARE The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. During the year ended December 31 2014, 9,117,500 shares of common stock underlying convertible debt and warrants have been excluded from the computation diluted earnings per share. As of December 31, 2013, the Company did not have any outstanding common stock equivalents or any other potentially dilutive securities. RECENT ACCOUNTING PRONOUNCEMENTS Recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future financial statements.

PURCHASE CONCENTRATION AND CONC

PURCHASE CONCENTRATION AND CONCENTRATION OF CREDIT RISK	12 Months Ended
	Dec. 31, 2014
Fair Value Disclosures [Abstract]
PURCHASE CONCENTRATION AND CONCENTRATION OF CREDIT RISK	NOTE 3 – PURCHASE CONCENTRATION AND CONCENTRATION OF CREDIT RISK CASH Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts. PURCHASES During the year ended December 31, 2014 and 2013, the Company made significant purchases from three suppliers as follows: Supplier Percent of Purchases 2014 Percent of Purchases 2013 Accounts Payable Balance as of December 31, 2014 A 18 % 40 % $ 3,247 B 25 % 13 % $ 10,410 C 4 % 10 % $ — D 13 % — $ —

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	12 Months Ended
	Dec. 31, 2014
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 4 – CONVERTIBLE NOTES PAYABLE In May and June 2014 (the “May and June 2014 Notes”), the Company issued 3 convertible promissory notes, each in the amount of $22,000. The Company received proceeds of $60,000 in the aggregate. The notes mature on their six month anniversary, bear interest at ten percent (10%) and contain a 9.1% original issue discount (“OID”). The OID is being amortized over the earlier of the conversion of the note or the maturity date, accordingly, the Company has included $6,000 of amortization in interest expense for the year ended December 31, 2014. The holders of the note can convert the notes into shares of common stock at any time from the date of issuance to maturity at $0.20 per share. In December 2014, the Company received conversion notices from the holders of the May and June 2014 Notes and accordingly, recorded the conversion of $66,000 of principal and $4,177 of accrued and unpaid interest of the three convertible promissory notes and 352,242 shares of common stock to be issued at a conversion price of $0.20 per share. The shares were certificated in January 2015. On June 3, 2014, the Board authorized the Company to enter into a Securities Purchase Agreement (“SPA”) with Chicago Venture Partners, L.P. (“CVP”). Pursuant to the SPA, the Company agreed to issue to CVP a Secured Convertible Promissory Note in the principal amount of $1,657,500 (the “Company Note”). On June 6, 2014, the Company executed the SPA with CVP, for the sale of the Company Note in the principal amount of up to $1,657,500 (which includes CVP’s legal expenses in the amount of $7,500 and a $150,000 original issue discount) for $1,500,000, consisting of $500,000 paid in cash on June 11, 2014 (the “Closing Date”), two $250,000 secured promissory notes and two $250,000 promissory notes (the “Investor Notes”), aggregating $1,000,000, bearing interest at the rate of 10% per annum. The Investor Notes are due 30 months from the Closing Date and may be prepaid, without penalty. The Company has no obligation to pay CVP any amounts on any unfunded Investor Notes, which totals $875,000 as of December 31, 2014. Accordingly, the Company initially recorded $557,500 of the convertible promissory note as a liability, comprised of the $500,000 funded, $50,000 original issue discount and $7,500 for CVP’s legal expenses. On October 15, 2014, November 17, 2014 and December 19, 2014 CVP funded $62,500, $62,500 and $35,000, respectively, and the Company increased the convertible promissory note by $176,000 in the aggregate including $16,000 of OID. The Company has also not recorded the $875,000 remaining balance of Investor Notes issued by CVP to the Company. The above OID’s of $66,000 were recorded as interest expense for the year ended December 31, 2014. The Company Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on the date that is 30 months after the Closing Date. The CVP Note may be converted at the option of the holder, on the date that is six (6) months from the Trading Date (defined in the Purchase Agreement as the date on which the Common Stock is first trading on an Eligible Market, but in any event the Company shall cause its Common Stock to be trading on an Eligible Market within nine (9) months of the Closing Date of June 11, 2014) or at any time thereafter at a conversion price of $0.1976. The conversion price is equal to $6,500,000 divided by 33,000,000 (the amount of fully diluted shares of Common Stock of the Company on the date the Company filed its’ Registration Statement). If the holder funds $1,500,000 and elects to convert the CVP Note into Common Stock, the number of shares issuable upon conversion will be 8,287,500. In the event the Company elects to prepay all or any portion of the Company Note, the Company is required to pay to CVP an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Company determined that the conversion feature of the convertible note did not meet the criteria of an embedded derivative and therefore the conversion feature was not bi-furcated and accounted for as a derivative because the Company was a private company, there was no quoted price and no active market for the Company’s common stock. Since the convertible note included an embedded conversion feature that did not qualify to be bi-furcated as a derivative, management evaluated this feature to determine whether it meets the definition of a beneficial conversion feature (“BCF”) within the scope of ASC 470-20, “Debt with Conversion and Other Options”, and determined that a BCF existed. The Company recorded interest expense of $25,874 related to the BCF. The Company also issued a five year warrant to CVP to purchase the number of shares equal to $420,000 divided by 70% of the average of the three (3) lowest closing bid prices in the twenty (20) trading days immediately preceding the applicable conversion. As of December 31, 2014, based on the most recent sales price of the Company’s common stock of $0.40 per share, with a discount of 30%, the Company estimated that CVP can purchase 1,500,000 shares of common stock, with an exercise price of $0.20 per share. Accounting Standard Codification “ASC” 815 – Derivatives and Hedging The portion of derivative liabilities related to outstanding warrants was valued using the Black-Scholes option using the following assumptions: Commitment Date Re-Measurement Date Expected dividends -0- -0- Expected volatility 197 % 189 % Expected term 5 years 4.5 years Risk free interest 1.70 % 1.29 % Derivative liability $577,100 $581,373 The Company amortized $123,978 of the Note discount to interest expense for the year ending December 31, 2014 and the carrying amount of the Company Note as of December 31, 2014, was $357,478, net of the unamortized discount of $376,022. As security for the Company Note, the Company’s CEO and COO each pledged to CVP their 50 shares of Class A Preferred Stock (see Note 9). The pledge immediately expires upon the shares of common stock of the Company being publicly traded and listed or designated for quotation on any of The New York Stock Exchange, NYSE Amex, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin Board, the OTCQX, or the OTCQB.

NOTE PAYABLE, STOCKHOLDER

NOTE PAYABLE, STOCKHOLDER	12 Months Ended
	Dec. 31, 2014
Long-term Debt, Unclassified [Abstract]
NOTE PAYABLE, STOCKHOLDER	NOTE 5 – NOTE PAYABLE, STOCKHOLDER For the years ended December 31, 2014 and 2013, a stockholder loaned the Company various amounts for Company expenses. Included in the advances and repayments that follow is the activity from several credit cards that are in the name of the stockholder but were used for Company purposes. The terms of the note include an interest rate of 15% per annum and monthly payments beginning May 15, 2014 of $1,500 through March 15, 2015 and the balance due in a balloon payment on or before April 15, 2015. Interest expense of $898 and $841 was recorded for the years ended December 31, 2014 and 2013, respectively. The activity for the years ended December 31, 2014 and 2013 is as follows: 2014 2013 Beginning balance $ 57,744 $ 56,400 Advances 52,748 71,462 Payments (104,324 ) (70,118 ) Ending balance $ 6,168 $ 57,744

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2014
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS For the years ended December 31, 2014 and 2013, the Company paid its’ officers the following amounts: 2014 2013 Chief Executive Officer (“CEO”) $ 53,828 $ 11,250 Chief Operating Officer (“COO”) 54,151 11,250 Chief Financial Officer (“CFO”) 39,000 — Total $ 146,979 $ 22,500 As of December 31, 2014 the Company owed $4,500 to each the CEO and COO and $2,500 to the CFO, for accrued and unpaid fees, and accordingly $11,500 is included in accounts payable and accrued liabilities, stockholders, on the December 31, 2014, balance sheet. The Company’s COO loaned the Company various amounts for Company expenses. Included in the advances and repayments is the activity from several credit cards that are in the name of the stockholder but were used for Company purposes (see note 5). The Company recorded interest expense of $898 and $841 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014 the COO was owed accrued interest of $2,653 and is included in accounts payable and accrued liabilities, stockholders, on the December 31, 2014, balance sheet. On May 14, 2014, effective as of May 1, 2014, the Board authorized the Company to engage the services of Venture Equity, LLC (“Venture Equity”). Mr. Barry Hollander, the sole member of Venture Equity, was also named the Company’s Chief Financial Officer. Mr. Hollander will be responsible for the preparation of the financial statements, a registration statement, overseeing the “going public” process, the continuing reporting responsibilities upon becoming a public company and other corporate matters. The Company has agreed to compensate Venture Equity $5,000 per month and issued 1,500,000 shares of the Company’s common stock, 750,000 shares of common stock immediately vested and 750,000 shares of common stock vested on November 15, 2014. The Company recorded an expense of $75,000 for the vested shares ($0.10 per share), based upon the Company’s internal valuation on a discounted cash flow basis. The 750,000 shares that vested on November 15, 2014, were initially recorded as deferred equity compensation on the balance sheet, at a value of $75,000 ($0.10 per share) and has been amortized from the date of issuance to their vesting date. Accordingly, the Company has expensed $75,000 included in salaries and management fees for the year ended December 31, 2014.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES LEASE AGREEMENTS Beginning January 1, 2011, the Company (through its COO) leased approximately 1,850 square feet of office and manufacturing space in an industrial complex in Irvine California. The initial lease term expired July 31, 2012. Since that date through July 2014 the Company was on a month to month basis of $2,138. Effective August 1, 2014, the Company moved into a 4,427 square foot facility under a new lease agreement, in the same industrial complex. The Company entered into a 26 month lease, pursuant to which, there is no base rent for the first two months, beginning October 1, 2014, the monthly lease is $4,870 plus CAM charges of $354 and rent increases to $5,091 on October 1, 2015 for the final twelve months. The Company is straight lining the 24 months costs over the 26 month term of the lease. Rent expense was $38,850 and $25,660 for the years ended December 31, 2014 and 2013, respectively. For the years ended December 31, 2014 and 2013, the company allocated $15,540 and $15,396, respectively, of rent expense to cost of goods sold for the space utilized in manufacturing and $23,310 and $10,264 is included in general and administrative expenses for the years ended December 31, 2014 and 2013, respectively.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2014
Equity [Abstract]
Stockholders' Equity	NOTE 8 – STOCKHOLDERS’ EQUITY COMMON STOCK On May 14, 2014, the Board of Directors (the “Board”) authorized the Company to enter into a consulting agreement with Makena Investment Advisors, LLC (“Makena”). Pursuant to the agreement, Makena will assist the Company in advisory services and registration statement preparation related to being a public company. Pursuant to the filing of the S-1, the Company has issued Makena 1,500,000 shares of the Company’s common stock for the services. The share are fully vested and non-assessable. The Company recorded an expense of $150,000 ($0.10 per share) for the issuance, based upon the Company’s internal valuation on a discounted cash flow basis. Also on May 14, 2014, effective as of May 1, 2014, the Board authorized the Company to engage the services of Venture Equity. The Company has agreed to compensate Venture Equity $5,000 per month and issued 1,500,000 shares of the Company’s common stock, 750,000 shares of common stock immediately vested and 750,000 shares of common stock vested on November 15, 2014. See note 6. On December 26, 2014, the Company received Conversion notices from the holders of the May and June 2014 Notes and recorded 352,242 shares of common stock to be issued in satisfaction of $66,000 of principal and $4,177 of accrued and unpaid interest at a conversion price of $0.20 per share. The shares were certificated in January 2015. The Company’s Registration Statement on Form S-1 with the SEC became effective on December 22, 2014. On December 27, 2014, the Company sold 100,000 shares of common stock and received $40,000. CLASS A PREFERRED STOCK On June 3, 2014, the Company’s Board of Directors adopted and approved the Class A Preferred Stock Certificate of Designation, establishing the terms, conditions and relative rights of the Class A Preferred Stock, including that the holders of the Class A Preferred Stock (the “Class A Holders”) shall have limited voting rights and powers compared to the voting rights and powers of holders of Common Stock and other series of Preferred Stock. The Class A Holders shall be entitled to notice of any shareholders meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, but only with respect to the following matters (collectively, the “Class A Voting Matters”): (i) the appointment and/or removal of any member of the Company’s board of directors, (ii) any matter related to or transaction (or series of transactions) pursuant to which the Company would sell or license all or substantially all of its assets or the stockholders of the Company would sell all or substantially all of their shares of the Company’s stock or where the Company would merge with or into any other entity, (iii) causing the Company to register its Common Stock for trading pursuant to the Securities Exchange Act of 1934, as amended, including by filing a Registration Statement on Form S-1 with the Securities Exchange Commission and filing and obtaining FINRA approval of a Form 15c2-11, and (iv) with respect to any matter involving a transaction whereby the Company will become part of or merge into an existing public company. For so WARRANTS The Company issued a five year warrant (expire on June 30, 2019) to CVP to purchase the number of shares equal to $420,000 divided by 70% of the average of the three (3) lowest closing bid prices in the twenty (20) trading days immediately preceding the applicable conversion. As of December 31, 2014, based on the most recent sales price of the Company’s common stock at $0.40 per share, with a discount of 30%, the Company estimated that CVP can purchase 1,500,000 shares of common stock, with an exercise price of $0.20 per share. See note 4.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 9 – GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2014 and 2013 the Company had an accumulated deficit of $3,460,652 and $36,797 and as of December 31, 2014 a working capital deficit of $2,686,071. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s Plans The Company maintains daily operations and capital needs through the receipts of sales of product and from the proceeds received from the issuance of convertible promissory notes. The Company has $875,000 of Investor Notes that may be available to be advances to the Company in 2015. The Company’s S-1 Registration Statement became effective with the SEC on December 22, 2014, pursuant to which the Company is authorized to sell up to 5,000,000 shares of common stock at $0.40 per share. From January 1, 2015 to March 1, 2015, the Company sold 502,000 shares of common and received $200,800. The Company plans on using the proceeds received for the procurement of additional inventory, advertising and marketing campaigns and general working capital. The Company used part of the proceeds from CVP to relocate to a larger space in the same industrial complex it previously operated from (see Note 7). One of the advantages of the new space was to build a showroom to accommodate walk-in sales, as well as to increase our capacity and our ability to purchase increased quantities of parts at a lower cost per unit. We are presently working on introducing an array of product extensions, new products, and subscription based service offerings. We plan to introduce a higher level of automation options as well as expand the offering of scalable packages and accessories. We have developed several innovative product enhancements that we are considering incorporating to our line of products and we may seek to apply for intellectual property protection. An increasing emphasis will be placed on supplies such as nutrients and grow medium which are consumed by system users with each grow cycle and represent a captive recurring revenue opportunity. We are introducing an automated contact and reorder system for our customer base to help grow this revenue stream. We are planning to expand our current line of LED grow lights for uses in cabinets and also as a standalone offering for larger scale growers. We also plan to offer and expand our premium support services and education. Support and education can be packaged as a monthly subscription service offering live support, advanced training, and even an auto resupply of nutrients and grow media. In March 2015, the Company introduced its wholesale program, whereby retailers would be able to purchase our products for resale. While the Company’s entire product line is available for purchase, the program and product was designed to allow for the retailer to carry a basic cabinet and work with the The Company is currently evaluating consumer financing programs designed to increase sales through a lower cash entry point for our customers.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2014
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS From January 1, 2015 through March 1, 2015, the Company, pursuant to its’ current prospectus, sold 502,000 shares of common stock at $0.40 per share and received $200,800. The Board of Directors of the Company closed the oferring on March 17, 2015. On March 11, 2015 Glendale Securities, Inc. agreed to file an application on the Company’s behalf, Form 15c2-11 with FINRA to receive a trading symbol for the Company’s common stock. The application was filed on March 24, 2015. On March 19, 2015, CVP funded $65,000 and the Company increased their convertible promissory note by $71,500 including $6,500 of OID. The Company’s Management performed an evaluation of the Company’s activity through the date these financials were issued to determine if they must be reported. The Management of the Company determined that there were no other reportable subsequent events to be disclosed.

RESTATED FINANCIAL STATEMENTS

RESTATED FINANCIAL STATEMENTS	12 Months Ended
	Dec. 31, 2014
Accounting Changes and Error Corrections [Abstract]
RESTATED FINANCIAL STATEMENTS	NOTE 11 – RESTATED FINANCIAL STATEMENTS The Company’s previously issued financial statements have been restated to reflect the correction as a result of the Company not previously measuring and re-measuring the fair value of warrants issued in connection with a convertible promissory note (see Note 4) to CVP to purchase common stock. The following tables present the effects of the restatement adjustments on the affected line items in the previously reported statement of operations for the year ended December 31, 2014 and the balance sheet as of December 31, 2014. There was no effect to the net increase in cash and cash equivalents for the year ended December 31, 2014, as the decrease in the net loss was offset by the increases in non-cash expenses related to the initial derivative liability expense on the warrants issued and the amortization of the discount. The Company determined that the conversion feature of the convertible note did not meet the criteria of an embedded derivative and therefore the conversion feature was not bi-furcated and accounted for as a derivative because the Company was a private company, there was no quoted price and no active market for the Company’s common stock. However, the exercise price of the warrant is subject to adjustment if we issue or sell shares of our common stock for a consideration per share less than the exercise price, or issue options, warrants or other securities convertible or exchange for shares of our common stock at a conversion price less than the exercise price in the warrants. If either of these events should occur, the exercise price is reduced to the lowest price at which these securities were issued or are exercisable. Therefore, the settlement of the warrants fails the fixed for fixed criteria of ASC 815 and they are required to be recorded as a liability at their fair value on inception. The warrant liability is required to be re-measured at its fair value on each reporting date with the changes in fair value recorded in the Company’s Statement of Operations. All related amounts have been restated as appropriate within these financial statements. Year Ended December 31, 2014 As reported Adjustments Restated Other income (expenses) Interest expense (184,420 ) (80,515) (264,935 ) Derivative liability — (81,373) (81,373 ) Total other expense, net $ (184,328) $ (161,888) $ (346,216 ) Net Loss $ (1,518,820 ) $ (161,888) $ (1,680,708 ) Basic and diluted loss per share $ (0.05 ) $ (0.00) $ (0.05 ) Weighted average number of shares outstanding Basic and diluted 31,910,058 — 31,910,058 Balance Sheet as of December 31, 2014 As reported Adjustments Restated Liabilities and Stockholders' Equity (Deficit) Derivative liabilities — 581,373 581,373 Total current liabilities 132,523 581,373 713,896 Convertible notes payable, net of current portion, net of discount 523,355 (165,877) 357,478 Total liabilities 655,858 415,516 1,071,374 Stockholders' Deficit Additional paid-in capital 1,085,518 (253,628) 831,890 Accumulated deficit (1,555,617 ) (161,888) (1,717,505 ) Total stockholders' deficit $ (436,647 ) $ (415,516) $ (852,163 )

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION The accompanying financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America.
EMERGING GROWTH COMPANY	EMERGING GROWTH COMPANY We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.
USE OF ESTIMATES	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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents.
ACCOUNTS RECEIVABLE	ACCOUNTS RECEIVABLE Substantially all individuals pay in advance of their product being shipped. Recently the Company began shipping product with payment terms of 30 to 60 days to retailers. For these shipments, the Company records accounts receivable from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term.
INVENTORY	INVENTORY Inventory is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow moving inventory is made based on management analysis or inventory levels and future sales forecasts. Inventory of $48,761 and $17,413 as of December 31, 2014 and 2013, respectively, was comprised of raw materials.
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT Property and equipment are stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows: Manufacturing equipment 10 years Office equipment and furniture 7 years Computer hardware and software 3 years The Co 2014 2013 Furniture and Equipment $ 26,937 $ 1,264 Manufacturing equipment 7,396 826 Software 15,830 1,831 Leasehold improvements 33,503 — Accumulated depreciation (13,026 ) (2,228 ) Balance $ 70,640 $ 1,693 Depreciation expense of $10,798 and $874 was recorded during each of the years ended December 31, 2014 and 2013.
REVENUE RECOGNITION	REVENUE RECOGNITION The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue during the period in which the product is shipped.
SHIPPING AND HANDLING	SHIPPING AND HANDLING Shipping and handling costs billed to customers are recorded in sales. For the years ended December 31, 2014 and 2013, shipping and handling costs billed to customers was $65,207 and $63,114, respectively. Shipping costs incurred by the Company of $73,775 and $60,929 for the years ended December 31, 2014 and 2013, respectively, are recorded in cost of sales.
RESEARCH AND DEVELOPMENT	RESEARCH AND DEVELOPMENT Expenditures for research and development are charged to expense as incurred. Such expenditures amount to $33,977 and $16,765 for the years ended December 31, 2014 and 2013, respectively.
ADVERTISING	ADVERTISING The Company records advertising costs as incurred. For the years ended December 31, 2014 and 2013, advertising expense was $250,177 and $80,853, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS	FAIR VALUE OF FINANCIAL INSTRUMENTS Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly. The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The three hierarchy levels are defined as follows: Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market. The Company's financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses, note payable and convertible debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.
INCOME TAXES	INCOME TAXES Prior to May 2014, the Company was organized as a sole proprietorship and was not subject to income taxes. Rather, the Company’s sole stockholder was subject to income taxes on the Company’s taxable activity. In May 2014, the Company became subject to income taxes and will be subject to Federal and State income taxes as a corporation. The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. Deferred tax assets and liabilities are recognized to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Interest and penalties are classified as a component of interest and other expenses. To date, the Company has not been assessed, nor paid, any interest or penalties. Uncertain tax positions are measured and recorded by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.
EARNINGS PER SHARE	EARNINGS PER SHARE The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. During the year ended December 31 2014, 9,117,500 shares of common stock underlying convertible debt and warrants have been excluded from the computation diluted earnings per share. As of December 31, 2013, the Company did not have any outstanding common stock equivalents or any other potentially dilutive securities.
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS Recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future financial statements.

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2014
Accounting Policies [Abstract]
Leasehold improvements and property and equipment	2014 2013 Furniture and Equipment $ 26,937 $ 1,264 Manufacturing equipment 7,396 826 Software 15,830 1,831 Leasehold improvements 33,503 — Accumulated depreciation (13,026 ) (2,228 ) Balance $ 70,640 $ 1,693

PURCHASE CONCENTRATION AND CO22

PURCHASE CONCENTRATION AND CONCENTRATION OF CREDIT RISK (Tables)	12 Months Ended
	Dec. 31, 2014
Purchase Concentration And Concentration Of Credit Risk Tables
Significant purchases from suppliers	Supplier Percent of Purchases 2014 Percent of Purchases 2013 Accounts Payable Balance as of December 31, 2014 A 18 % 40 % $ 3,247 B 25 % 13 % $ 10,410 C 4 % 10 % $ — D 13 % — $ —

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2014
Convertible Notes Payable Tables
Fair value assumptions used for portion of derivative liabilities related to outstanding warrants	Commitment Date Re-Measurement Date Expected dividends -0- -0- Expected volatility 197 % 189 % Expected term 5 years 4.5 years Risk free interest 1.70 % 1.29 % Derivative liability $577,100 $581,373

NOTE PAYABLE, STOCKHOLDER (Tabl

NOTE PAYABLE, STOCKHOLDER (Tables)	12 Months Ended
	Dec. 31, 2014
Long-term Debt, Unclassified [Abstract]
Activity on note payable, stockholder	2014 2013 Beginning balance $ 57,744 $ 56,400 Advances 52,748 71,462 Payments (104,324 ) (70,118 ) Ending balance $ 6,168 $ 57,744

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2014
Related Party Transactions Tables
Officers' compensation	2014 2013 Chief Executive Officer (“CEO”) $ 53,828 $ 11,250 Chief Operating Officer (“COO”) 54,151 11,250 Chief Financial Officer (“CFO”) 39,000 — Total $ 146,979 $ 22,500

RESTATED FINANCIAL STATEMENTS (

RESTATED FINANCIAL STATEMENTS (Tables)	12 Months Ended
	Dec. 31, 2014
Accounting Changes and Error Corrections [Abstract]
Restated Financial Statements	Year Ended December 31, 2014 As reported Adjustments Restated Other income (expenses) Interest expense (184,420 ) (80,515) (264,935 ) Derivative liability — (81,373) (81,373 ) Total other expense, net $ (184,328) $ (161,888) $ (346,216 ) Net Loss $ (1,518,820 ) $ (161,888) $ (1,680,708 ) Basic and diluted loss per share $ (0.05 ) $ (0.00) $ (0.05 ) Weighted average number of shares outstanding Basic and diluted 31,910,058 — 31,910,058 Balance Sheet as of December 31, 2014 As reported Adjustments Restated Liabilities and Stockholders' Equity (Deficit) Derivative liabilities — 581,373 581,373 Total current liabilities 132,523 581,373 713,896 Convertible notes payable, net of current portion, net of discount 523,355 (165,877) 357,478 Total liabilities 655,858 415,516 1,071,374 Stockholders' Deficit Additional paid-in capital 1,085,518 (253,628) 831,890 Accumulated deficit (1,555,617 ) (161,888) (1,717,505 ) Total stockholders' deficit $ (436,647 ) $ (415,516) $ (852,163 )

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)	Dec. 31, 2014$ / sharesshares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock available for sale upon becoming public company, shares | shares	5,000,000
Common stock available for sale upon becoming public company, per share | $ / shares	$ 0.40

SUMMARY OF SIGNIFICANT ACCOUN28

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leasehold improvements and property and equipment (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Summary Of Significant Accounting Policies - Leasehold Improvements And Property And Equipment Details
Furniture and Equipment	$ 26,937	$ 1,264
Manufacturing equipment	7,396	826
Software	15,830	1,831
Leasehold improvements	$ 33,503
Accumulated depreciation		(2,228)
Balance		$ 1,693

SUMMARY OF SIGNIFICANT ACCOUN29

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Inventory comprised of raw materials		$ 17,413
Depreciation expense		(874)
Research and development expenditures		16,765
Advertising expenses		$ 80,853
Potentially dilutive securities not included in calculation of diluted loss per share, options to purchase shares of common stock	9,117,500	9,117,500
Manufacturing equipment
Useful life of property and equipment	10 years
Office equipment and furniture
Useful life of property and equipment	7 years
Computer hardware and software
Useful life of property and equipment	3 years
Billed to customers
Shipping and handling costs billed to customers	$ 65,207	$ 63,114
Incurred by Company
Shipping and handling costs billed to customers	$ 73,775	$ 60,929

PURCHASE CONCENTRATION AND CO30

PURCHASE CONCENTRATION AND CONCENTRATION OF CREDIT RISK - Significant purchases from suppliers (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Supplier A
Percent of purchases	18.00%	40.00%
Accounts payable balance	$ 3,247
Supplier B
Percent of purchases	25.00%	13.00%
Accounts payable balance	$ 10,410
Supplier C
Percent of purchases	4.00%	10.00%
Accounts payable balance
Supplier D
Percent of purchases	13.00%
Accounts payable balance

CONVERTIBLE NOTES PAYABLE - Fai

CONVERTIBLE NOTES PAYABLE - Fair value assumptions used for portion of derivative liabilities related to outstanding warrants (Details)	12 Months Ended
	Dec. 31, 2014USD ($)
Commitment Date
Expected dividends	0.00%
Expected volatility	197.00%
Expected term	5 years
Risk free interest	1.70%
Derivative liability	$ 577,100
Re-Measurement Date
Expected dividends	0.00%
Expected volatility	189.00%
Expected term	4 years 6 months
Risk free interest	1.29%
Derivative liability	$ 581,373

CONVERTIBLE NOTES PAYABLE - May

CONVERTIBLE NOTES PAYABLE - May and June 2014 Notes (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	12 Months Ended
	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2014
Aggregate proceeds received			$ 40,000
May and June 2014 Notes
Convertible promissory note issued, total of three notes, each in the amount of $22,000		$ 66,000
Aggregate proceeds received		$ 60,000
Interest rate on convertible notes		10.00%
Original issue discount percentage		9.10%
Amortization included in interest expense	$ 6,000
Conversion price of notes		$ 0.20
Conversion of principal on notes	66,000
Conversion of accrued and unpaid interest on notes	$ 4,177
Conversion of notes, shares to be issued, shares	352,242

CONVERTIBLE NOTES PAYABLE - CVP

CONVERTIBLE NOTES PAYABLE - CVP Notes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 19, 2014	Nov. 17, 2014	Oct. 15, 2014	Jun. 11, 2014	Jun. 06, 2014	Dec. 31, 2013
Carrying amount of Company Note, net
Company Note
Company Note principal amount						$ 1,657,500
Legal expenses included in principal amount of Company Note						7,500
Original issue discount of Company Note						150,000
Sale price of Company Note						$ 1,500,000
Cash paid for note on Closing Date					$ 500,000
Aggregate value of two secured promissory notes and two promissory notes issued in sale of Company Note, $250,000 each					$ 1,000,000
Interest rate of Company Note					10.00%
Unfunded Investor Notes, on which Company has no obligation	$ 875,000
Initial portion of convertible promissory note recorded as a liability	557,500
Amounts funded on note by CVP		$ 35,000	$ 62,500	$ 62,500
Increase in aggregate of convertible promissory note	176,000
Original issue discount increase included in aggregate increase	16,000
Amortization of discount	123,978
Carrying amount of Company Note, net	357,478
Unamortized discounts on Company Note	376,022
Company Note - Conversion Details
Interest expense recorded related to beneficial conversion feature	$ 25,874
Conversion price of Company Note	$ 0.1976
Amount of CVP Note needed to be funded for conversion, amount	$ 1,500,000
Amount of CVP Note needed to be funded for conversion, shares issued	8,287,500
Warrants issued to CVP
Warrant issued to CVP, number of shares purchaseable value	$ 420,000
Warrant issued to CVP, estimated number of shares purchaseable	1,500,000
Warrant issued to CVP, exercise price	$ 0.20
Initial derivative liability of warrants	$ 577,100
Initial derivative liability expense of warrants	77,100
Discount to the Note for warrants	500,000
Revaluation of warrant	581,373
Additional derivative liability expense of warrants	$ 4,373

NOTE PAYABLE, STOCKHOLDER - Act

NOTE PAYABLE, STOCKHOLDER - Activity on note payable, stockholder (Details) - Note Payable, Stockholder - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Beginning balance	$ 57,744	$ 56,400
Advances	52,748	71,462
Payments	(104,324)	(70,118)
Ending balance	$ 6,168	$ 57,744

NOTE PAYABLE, STOCKHOLDER (Deta

NOTE PAYABLE, STOCKHOLDER (Details Narrative) - Note Payable, Stockholder - USD ($)	12 Months Ended
	May 15, 2015	Dec. 31, 2014	Dec. 31, 2013
Interest rate on note payable	15.00%	15.00%	15.00%
Monthly payments on note payable	$ 1,500
Interest expense		$ 898	$ 841

RELATED PARTY TRANSACTIONS - Of

RELATED PARTY TRANSACTIONS - Officers' compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Chief Executive Officer ("CEO")
Officers' compensation	$ 53,828	$ 11,250
Chief Operating Officer ("COO")
Officers' compensation	54,151	11,250
Chief Financial Officer ("CFO")
Officers' compensation	39,000
Total
Officers' compensation	$ 146,979	$ 22,500

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2014	Nov. 15, 2014	May 14, 2014
Amounts owed to officers included in accounts payable and accrued liabilities, stockholders	$ 11,500
Chief Executive Officer ("CEO")
Amounts owed to officers for accrued and unpaid fees	4,500
Chief Operating Officer ("COO")
Amounts owed to officers for accrued and unpaid fees	4,500
Accrued interest owed to COO, included in accounts payable and accrued liabilities, stockholders	2,653
Chief Financial Officer ("CFO")
Amounts owed to officers for accrued and unpaid fees	2,500
Venture Equity
Monthly compensation to Venture Equity	$ 5,000
Shares issued to Venture Equity	1,500,000
Number of shares vested and to be vested		750,000	750,000
Expense for vested shares	$ 75,000
Vested shares, price per share			$ 0.10

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	2 Months Ended	12 Months Ended				24 Months Ended
	Sep. 30, 2014USD ($)	Sep. 30, 2016USD ($)	Sep. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Dec. 31, 2013USD ($)	Jul. 31, 2014USD ($)	Jul. 31, 2012ft²	Jan. 01, 2011ft²
Commitments and Contingencies Disclosure [Abstract]
Office and manufacturing space leased, area | ft²							4,427	1,850
Office space lease term length	26 months
Monthly rent	$ 0	$ 5,091	$ 4,870			$ 2,138
CAM charges			$ 354
Rent expense				$ 38,850	$ 25,660
Rent expense allocated to cost of goods sold				$ 15,540	15,396
Rent expense included in general and administrative expenses					$ 10,264

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	May 14, 2014	Mar. 01, 2015	Dec. 31, 2014	Nov. 15, 2014	Jun. 03, 2014
COMMON STOCK
Common stock sold, shares		502,000	100,000
Common stock sold, amount			$ 40,000
CLASS A PREFERRED STOCK
Value of Class A Preferred Stock			428,000
Makena Consulting Agreement
COMMON STOCK
Shares issued for services	1,500,000
Number of shares vested	1,500,000
Expense recorded for issuance of shares	$ 150,000
Issuance of shares, price per share	$ 0.10
Venture Equity
COMMON STOCK
Monthly compensation to Venture Equity	$ 5,000
Shares issued for services	1,500,000
Number of shares vested	750,000			750,000
May and June 2014 Notes
COMMON STOCK
Conversion of principal on notes			66,000
Conversion of accrued and unpaid interest on notes			$ 4,177
Conversion of notes, shares to be issued, shares			352,242
Conversion price of notes			$ 0.20
Chief Executive Officer ("CEO")
CLASS A PREFERRED STOCK
Class A Preferred Stock issued to officers					50
Chief Operating Officer ("COO")
CLASS A PREFERRED STOCK
Class A Preferred Stock issued to officers					50
Warrants issued to CVP
WARRANTS
Warrant issued to CVP, number of shares purchaseable value			$ 420,000
Warrant issued to CVP, estimated number of shares purchaseable			1,500,000
Warrant issued to CVP, exercise price			$ 0.20

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	2 Months Ended	12 Months Ended
	Mar. 01, 2015	Dec. 31, 2014	Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit		$ (3,460,652)	$ (36,797)
Working capital deficit		(2,686,071)
Investor Notes that may be available to be advances to the Company in 2015		$ 875,000
Common stock available for sale upon becoming public company, shares		5,000,000
Common stock available for sale upon becoming public company, per share		$ 0.40
Common stock sold, shares	502,000	100,000
Common stock sold, amount	$ 200,800

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Mar. 19, 2015	Mar. 01, 2015
Common stock sold, shares		502,000
Common stock sold, amount		$ 200,800
Company Note
Amounts funded on note by CVP	$ 65,000
Increase in aggregate of convertible promissory note	71,500
Original issue discount increase included in aggregate increase	$ 6,500

RESTATED FINANCIAL STATEMENTS -

RESTATED FINANCIAL STATEMENTS - Restated Financial Statements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Other income (expenses)
Interest expense		$ (3,386)
Derivative liability
Total other expense, net		(3,386)
Net Loss	$ (1,680,708)	$ 4,840
Basic and diluted income (loss) per share		$ 0
Weighted average number of common shares outstanding Basic and diluted		30,000,000
Liabilities and Stockholders' Equity (Deficit)
Derivative liabilities
Total current liabilities		69,398
Convertible notes payable, net of current portion, net of discount
Total liabilities		69,398
Stockholders' Deficit
Additional paid-in capital		(30,000)
Accumulated deficit	(3,460,652)	(36,797)
Total stockholders' deficit	(852,163)	$ (36,797)	$ (41,637)
As reported
Other income (expenses)
Interest expense	(184,420)
Derivative liability
Total other expense, net	(184,328)
Net Loss	$ (1,518,820)
Basic and diluted income (loss) per share	$ (0.05)
Weighted average number of common shares outstanding Basic and diluted	31,910,058
Liabilities and Stockholders' Equity (Deficit)
Derivative liabilities
Total current liabilities	132,523
Convertible notes payable, net of current portion, net of discount	523,355
Total liabilities	655,858
Stockholders' Deficit
Additional paid-in capital	1,085,518
Accumulated deficit	(1,555,617)
Total stockholders' deficit	(436,647)
Adjustments
Other income (expenses)
Interest expense	(80,515)
Derivative liability	(81,373)
Total other expense, net	(161,888)
Net Loss	$ (161,888)
Basic and diluted income (loss) per share	$ 0
Weighted average number of common shares outstanding Basic and diluted
Liabilities and Stockholders' Equity (Deficit)
Derivative liabilities	$ 581,373
Total current liabilities	581,373
Convertible notes payable, net of current portion, net of discount	(165,877)
Total liabilities	415,516
Stockholders' Deficit
Additional paid-in capital	(253,628)
Accumulated deficit	(161,888)
Total stockholders' deficit	(415,516)
Restated
Other income (expenses)
Interest expense	(264,935)
Derivative liability	(81,373)
Total other expense, net	(346,216)
Net Loss	$ (1,680,708)
Basic and diluted income (loss) per share	$ (.05)
Weighted average number of common shares outstanding Basic and diluted	31,910,058
Liabilities and Stockholders' Equity (Deficit)
Derivative liabilities	$ 581,373
Total current liabilities	713,896
Convertible notes payable, net of current portion, net of discount	357,478
Total liabilities	1,071,374
Stockholders' Deficit
Additional paid-in capital	831,890
Accumulated deficit	(1,717,505)
Total stockholders' deficit	$ (852,163)