Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document Information [Line Items] | |
Entity Registrant Name | Spirit International, Inc. |
Entity Central Index Key | 1610607 |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 5,000,000 |
Document Type | 10-Q |
Amendment Flag | FALSE |
Document Period End Date | 31-Mar-15 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2015 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $2,820 | $2,410 |
Accounts receivable | 0 | 500 |
Total current assets | 2,820 | 2,910 |
TOTAL ASSETS | 2,820 | 2,910 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 0 | 2,407 |
Loan from related party | 13,850 | 7,413 |
Other payables | 75,000 | 75,000 |
Total Liabilities | 88,850 | 84,820 |
Stockholder’s Deficit | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 5,000,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014 | 500 | 500 |
Accumulated deficit | -86,530 | -82,410 |
Total Stockholder's Deficit | -86,030 | -81,910 |
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT | $2,820 | $2,910 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Common Stock, Shares, Issued | 5,000,000 | 5,000,000 |
Common Stock, Shares, Outstanding | 5,000,000 | 5,000,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2014 | Mar. 31, 2015 | |
Revenue | $0 | $0 |
General and administrative:- | ||
Other costs | 0 | 120 |
Professional fees:- | ||
- Auditor’s fees | 0 | 4,000 |
- Setup costs | 599 | 0 |
Total operating expenses | -599 | -4,120 |
Net loss | ($599) | ($4,120) |
Weighted-average number of common shares outstanding - basic and diluted | 5,000,000 | 5,000,000 |
Net loss per share - basic and diluted | $0 | $0 |
STATEMENT_OF_CASH_FLOWS
STATEMENT OF CASH FLOWS (USD $) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2014 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | ($599) | ($4,120) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 500 |
Accounts payable and accrued liabilities | 0 | -2,407 |
Short term borrowings - related party | 599 | 6,437 |
Net cash provided by operating activities | 0 | 410 |
Cash Flows from Investing Activities | 0 | 0 |
Cash Flows from Financing Activities | 0 | 0 |
Increase in cash and cash equivalents | 0 | 410 |
Cash and cash equivalents at beginning of the period | 0 | 2,410 |
Cash and cash equivalents at end of the period | $0 | $2,820 |
NATURE_OF_BUSINESS_AND_BASIS_O
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION |
Spirit International, Inc. (the “Company”) is a Nevada Corporation incorporated on March 10, 2014. The Company plans to market a unique brand and Australian whiskey for export to Western Europe and the Middle East. | |
Basis of Presentation | |
The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars. | |
Fiscal Year End | |
The Corporation has adopted a fiscal year end of December 31. | |
Unaudited Interim Financial Statements | |
The interim financial statements of the Company as of March 31, 2015, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2015, and the results of its operations and its cash flows for the periods ended March 31, 2015. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2014, filed with the SEC, for additional information, including significant accounting policies. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated: | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Going concern | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2015 the Company has an accumulated deficit from operations of $86,530 and has not earned sufficient revenues to cover operating costs and has a working capital deficit of $86,030. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015. | |
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. | |
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Cash and cash equivalents | |
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. | |
Intangible Assets | |
Identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | |
Impairment of Long-Lived Assets | |
The Company reviews indefinite intangible assets for impairment annually, if events or changes in circumstances indicate that the asset might be impaired. The carrying value of an intangible asset is assessed for impairment when anticipated future undiscounted cash flows from an intangible asset are estimated to be less than its carrying value. The amount of impairment loss recognized is the amount the carrying value exceeds its fair value. The initial determination and subsequent evaluation for impairment of acquired intangible assets requires management to make significant judgments and estimates. Subsequent reversal of a previously recognized impairment loss is prohibited. | |
Property, plant and equipment | |
The Company does not own any property, plant and equipment. | |
Intellectual Properties | |
The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. | |
Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. | |
Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. | |
Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. | |
Accounts Payable and Accrued Expenses | |
Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. | |
Revenue Recognition | |
The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured. | |
The Company recognizes revenues when title has passed to the customer, which is generally when products are shipped. | |
Cost of Sales | |
Cost of sales consists of the cost of merchandise sold to customers. | |
Royalty Expense | |
The Company recognizes royalties expenses according to its license and distribution agreement with New World Distilleries (Pty) Ltd. Royalties are based on 2% of gross profits from sales of the Blue Harbour Whiskey Brand. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of goods sold. | |
Income taxes | |
Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
Earnings per share | |
The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at March 31, 2015, the Company had no potentially dilutive shares. | |
Fair Value of Financial Instruments | |
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |
The following are the hierarchical levels of inputs to measure fair value: | |
Level 1: Quoted prices in active markets for identical instruments; | |
Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); | |
Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). | |
Recent Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10—Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates several of the reporting requirements for development stage entities, including the requirement to present inception to date information in the statements of income, cash flows, and shareholder equity, and to label the financial statements as those of a development stage entity. ASU 2014-10 also clarifies that the guidance in Accounting Standards Codification ("ASC") Topic 275, "Risks and Uncertainties", is applicable to entities that have not commenced principal operations, and eliminates an exception to the sufficiency-of-equity risk criterion for development stage entities, and will require all reporting entities that have an interest in development stage enterprises to apply consistent consolidation guidance for variable interest entities. ASU 2014-10 is effective for all annual reporting periods beginning after December 15, 2014 and for interim reporting periods beginning after December 15, 2015, with early adoption permitted. | |
Recently Adopted Accounting Pronouncements | |
During 2014, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. We do not believe that the adoption of any other recently issued accounting pronouncements will have a significant impact on our financial position, results of operations, or cash flow. | |
PURCHASED_INTANGIBLE_ASSETS_NE
PURCHASED INTANGIBLE ASSETS, NET | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||
PURCHASED INTANGIBLE ASSETS, NET | NOTE 3 – PURCHASED INTANGIBLE ASSETS, NET | ||||||||||
As of March 31, 2015 | |||||||||||
Gross Carrying Amount | Impairment | Net Carrying | |||||||||
Amount | |||||||||||
$ | $ | $ | |||||||||
Unamortized intangible assets | |||||||||||
License and distribution rights for Blue Harbour Whiskey brand | 75,000 | -75,000 | - | ||||||||
Total purchased intangible assets | 75,000 | -75,000 | - | ||||||||
On June 30th, 2014 the Company, by directors resolution ratified the pre-incorporation contract signed with New World Distillery, for a license and distribution agreement for the Blue Harbour Whiskey brand. New World Distillery is an Australian whiskey distillery located in Melbourne Australia. The agreement gives the Company an exclusive rights to sell the Blue Harbour Whiskey brand in the Middle East and Europe. The license was purchased for US$75,000, including a royalty of 2% of the net profits of the licensee, which is deductible from the purchase price outstanding. The purchase price is payable on or before July 1st, 2015. | |||||||||||
The Company purchased the whiskey distribution rights from an Australian Whiskey Distillery, however to date sales consists only of the sale of samples. Due to the decline in forecasted revenue related to the acquired intangible asset, we recorded a $75,000 impairment charge for the 2014 fiscal year. | |||||||||||
LOAN_FROM_RELATED_PARTY
LOAN FROM RELATED PARTY | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Due to Related Parties, Current [Abstract] | ||||||||
LOAN FROM RELATED PARTY | NOTE 4 – LOAN FROM RELATED PARTY | |||||||
March 31 | December 31 | |||||||
2015 | 2014 | |||||||
$ | $ | |||||||
Loan from related party | 13,850 | 7,413 | ||||||
The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand. | ||||||||
OTHER_PAYABLE
OTHER PAYABLE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
OTHER PAYABLE | NOTE 5 – OTHER PAYABLE | |||||||
March 31 | December 31 | |||||||
2015 | 2014 | |||||||
$ | $ | |||||||
Whiskey License and Distribution Agreement | 75,000 | 75,000 | ||||||
The above payable arose from the acquisition of a License Agreement purchased from New World Whiskey Distillery (Pty) Ltd (an Australian corporation) to sell and distribute Blue Harbour Whiskey in the Middle East and Europe. The payable is unsecured, bears no interest and is repayable on or before July 1st, 2015. As part of the agreement, the Company will pay 2% of any net business profits earned under this license agreement, which will be deducted from the outstanding balance owing. | ||||||||
STOCKHOLDERS_DEFICIT
STOCKHOLDER'S DEFICIT | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 – STOCKHOLDER’S DEFICIT |
Common Stock | |
On October 11, 2014, the Company issued 5,000,000 shares of common stock to the director of the Company at a price of $0.0001 per share, for $500 cash. | |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
INCOME TAXES | NOTE 7 – INCOME TAXES | ||||||||
The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. | |||||||||
No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $11,530 as of March 31, 2015, that will be offset against future taxable income. The available net operating loss carry forwards will expire in various years 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 future tax loss carry forwards. | |||||||||
The components of these differences are as follows: | |||||||||
March 31 | March 31, | ||||||||
2015 | 2014 | ||||||||
$ | $ | ||||||||
Net tax loss carry-forwards | 4,120 | 599 | |||||||
Statutory rate | 15 | % | 15 | % | |||||
Expected tax recovery | 618 | 90 | |||||||
Change in valuation allowance | -618 | -90 | |||||||
Income tax provision | - | - | |||||||
Components of deferred tax assets: | |||||||||
Non capital tax loss carry forwards | 1,730 | 1,112 | |||||||
Less: valuation allowance | -1,730 | -1,112 | |||||||
Net deferred tax asset | - | - | |||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS | |||||||
Details of transactions between the Company and related parties are disclosed below: | ||||||||
The following entities have been identified as related parties : | ||||||||
Zur Dadon - Director and greater than 10% stockholder | ||||||||
March 31 | December 31 | |||||||
2015 | 2014 | |||||||
$ | $ | |||||||
The following transactions were carried out with related parties: | ||||||||
Balance sheets: | ||||||||
Loan from related party | 13,850 | 7,413 | ||||||
From time to time, the director and stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand. | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS |
In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Going concern | Going concern |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2015 the Company has an accumulated deficit from operations of $86,530 and has not earned sufficient revenues to cover operating costs and has a working capital deficit of $86,030. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015. | |
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. | |
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Cash and cash equivalents | Cash and cash equivalents |
Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. | |
Intangible Assets | Intangible Assets |
Identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
The Company reviews indefinite intangible assets for impairment annually, if events or changes in circumstances indicate that the asset might be impaired. The carrying value of an intangible asset is assessed for impairment when anticipated future undiscounted cash flows from an intangible asset are estimated to be less than its carrying value. The amount of impairment loss recognized is the amount the carrying value exceeds its fair value. The initial determination and subsequent evaluation for impairment of acquired intangible assets requires management to make significant judgments and estimates. Subsequent reversal of a previously recognized impairment loss is prohibited. | |
Property, plant and equipment | Property, plant and equipment |
The Company does not own any property, plant and equipment. | |
Intellectual Properties | Intellectual Properties |
The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. | |
Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. | |
Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. | |
Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses |
Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. | |
Revenue Recognition | Revenue Recognition |
The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured. | |
The Company recognizes revenues when title has passed to the customer, which is generally when products are shipped. | |
Cost of Sales | Cost of Sales |
Cost of sales consists of the cost of merchandise sold to customers. | |
Royalty Expense | Royalty Expense |
The Company recognizes royalties expenses according to its license and distribution agreement with New World Distilleries (Pty) Ltd. Royalties are based on 2% of gross profits from sales of the Blue Harbour Whiskey Brand. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of goods sold. | |
Income taxes | Income taxes |
Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
Earnings per share | Earnings per share |
The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at March 31, 2015, the Company had no potentially dilutive shares. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |
The following are the hierarchical levels of inputs to measure fair value: | |
Level 1: Quoted prices in active markets for identical instruments; | |
Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); | |
Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10—Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates several of the reporting requirements for development stage entities, including the requirement to present inception to date information in the statements of income, cash flows, and shareholder equity, and to label the financial statements as those of a development stage entity. ASU 2014-10 also clarifies that the guidance in Accounting Standards Codification ("ASC") Topic 275, "Risks and Uncertainties", is applicable to entities that have not commenced principal operations, and eliminates an exception to the sufficiency-of-equity risk criterion for development stage entities, and will require all reporting entities that have an interest in development stage enterprises to apply consistent consolidation guidance for variable interest entities. ASU 2014-10 is effective for all annual reporting periods beginning after December 15, 2014 and for interim reporting periods beginning after December 15, 2015, with early adoption permitted. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements |
During 2014, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. We do not believe that the adoption of any other recently issued accounting pronouncements will have a significant impact on our financial position, results of operations, or cash flow. | |
PURCHASED_INTANGIBLE_ASSETS_NE1
PURCHASED INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||
Schedule of Indefinite-Lived Intangible Assets | |||||||||||
As of March 31, 2015 | |||||||||||
Gross Carrying Amount | Impairment | Net Carrying | |||||||||
Amount | |||||||||||
$ | $ | $ | |||||||||
Unamortized intangible assets | |||||||||||
License and distribution rights for Blue Harbour Whiskey brand | 75,000 | -75,000 | - | ||||||||
Total purchased intangible assets | 75,000 | -75,000 | - | ||||||||
LOAN_FROM_RELATED_PARTY_Tables
LOAN FROM RELATED PARTY (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Due to Related Parties [Abstract] | ||||||||
Schedule Of Loan Due To Related Party | ||||||||
March 31 | December 31 | |||||||
2015 | 2014 | |||||||
$ | $ | |||||||
Loan from related party | 13,850 | 7,413 | ||||||
The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand. | ||||||||
OTHER_PAYABLE_Tables
OTHER PAYABLE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other Current Liabilities | March 31 | December 31 | ||||||
2015 | 2014 | |||||||
$ | $ | |||||||
Whiskey License and Distribution Agreement | 75,000 | 75,000 | ||||||
The above payable arose from the acquisition of a License Agreement purchased from New World Whiskey Distillery (Pty) Ltd (an Australian corporation) to sell and distribute Blue Harbour Whiskey in the Middle East and Europe. The payable is unsecured, bears no interest and is repayable on or before July 1st, 2015. As part of the agreement, the Company will pay 2% of any net business profits earned under this license agreement, which will be deducted from the outstanding balance owing. | ||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of these differences are as follows: | ||||||||
March 31 | March 31, | ||||||||
2015 | 2014 | ||||||||
$ | $ | ||||||||
Net tax loss carry-forwards | 4,120 | 599 | |||||||
Statutory rate | 15 | % | 15 | % | |||||
Expected tax recovery | 618 | 90 | |||||||
Change in valuation allowance | -618 | -90 | |||||||
Income tax provision | - | - | |||||||
Components of deferred tax assets: | |||||||||
Non capital tax loss carry forwards | 1,730 | 1,112 | |||||||
Less: valuation allowance | -1,730 | -1,112 | |||||||
Net deferred tax asset | - | - | |||||||
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Schedule of Related Party Transactions [Table Text Block] | March 31 | December 31 | ||||||
2015 | 2014 | |||||||
$ | $ | |||||||
The following transactions were carried out with related parties: | ||||||||
Balance sheets: | ||||||||
Loan from related party | 13,850 | 7,413 | ||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Retained Earnings (Accumulated Deficit) | ($86,530) | ($82,410) |
Cash, FDIC Insured Amount | 250,000 | |
Working capital deficit | $86,030 | |
Percentage of Royalties In Gross Profit | 2.00% | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years |
PURCHASED_INTANGIBLE_ASSETS_NE2
PURCHASED INTANGIBLE ASSETS, NET (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $75,000 | |
Impairment | -75,000 | |
Net Carrying Amount | 0 | |
License and Distribution Rights [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 75,000 | |
Impairment | -75,000 | 75,000 |
Net Carrying Amount | $0 |
PURCHASED_INTANGIBLE_ASSETS_NE3
PURCHASED INTANGIBLE ASSETS, NET (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Percentage of Royalty On Net Profits | 2.00% | |
Impairment | ($75,000) | |
Licensing Agreements [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets Acquired | 75,000 | |
License and Distribution Rights [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment | ($75,000) | $75,000 |
LOAN_FROM_RELATED_PARTY_Detail
LOAN FROM RELATED PARTY (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Loan from related party | $13,850 | $7,413 |
OTHER_PAYABLE_Details
OTHER PAYABLE (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Other Liabilities, Current | $75,000 | $75,000 |
Whiskey License and Distribution Agreement [Member] | ||
Other Liabilities, Current | $75,000 | $75,000 |
OTHER_PAYABLE_Details_Textual
OTHER PAYABLE (Details Textual) (Whiskey License and Distribution Agreement [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
Whiskey License and Distribution Agreement [Member] | |
Percentage of Profit | 2.00% |
STOCKHOLDERS_DEFICIT_Details_T
STOCKHOLDER'S DEFICIT (Details Textual) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Oct. 11, 2014 |
Common Stock, Shares, Issued | 5,000,000 | 5,000,000 | |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |
Common Stock, Value, Issued | $500 | $500 | |
Director [Member] | |||
Common Stock, Shares, Issued | 5,000,000 | ||
Common Stock, Par or Stated Value Per Share | $0.00 | ||
Common Stock, Value, Issued | $500 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Net tax loss carry-forwards | $4,120 | $599 |
Statutory rate | 15.00% | 15.00% |
Expected tax recovery | 618 | 90 |
Change in valuation allowance | -618 | -90 |
Income tax provision | 0 | 0 |
Components of deferred tax assets: | ||
Non capital tax loss carry forwards | 1,730 | 1,112 |
Less: valuation allowance | -1,730 | -1,112 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Operating Loss Carryforwards | $11,530 |
Operating Loss Carryforwards Expiration Year | 2034 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Balance sheets: | ||
Loan from related party | $13,850 | $7,413 |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Details Textual) | 3 Months Ended |
Mar. 31, 2015 | |
Percentage Of Stock Held By Director | greater than 10% |