Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 20-May-15 | |
Document And Entity Information | ||
Entity Registrant Name | Teardroppers, Inc. | |
Entity Central Index Key | 1615780 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,750,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $9,050 | $27,125 |
Total Current Assets | 9,050 | 27,125 |
Fixed Assets: | ||
Property and equipment | 20,000 | 20,000 |
Less: Accumulated depreciation | -2,833 | -1,833 |
Fixed assets, net | 17,167 | 18,167 |
Total Assets | 26,217 | 45,292 |
Current Liabilities | ||
Loan payable from related party | 300,000 | 300,000 |
Line of credit from related party | 150,000 | 75,000 |
Accrued interest | 11,157 | 740 |
Total Current Liabilities | 461,157 | 375,740 |
Total Liabilities | 461,157 | 375,740 |
Stockholders' Deficit: | ||
Preferred stock, par value $0.001, authorized 20,000,000 shares, issued 0 shares, respectively | 0 | 0 |
Common stock, par value $0.001, authorized 100,000,000 shares, issued 37,750,000 and 37,800,000 shares, respectively | 37,750 | 37,800 |
Additional paid in capital | 47,750 | 48,700 |
Accumulated deficit | -520,440 | -416,948 |
Total Stockholders' Deficit | -434,940 | -330,448 |
Total Liabilities and Stockholders' Deficit | $26,217 | $45,292 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,750,000 | 37,800,000 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | $0 | $0 |
Costs of revenues | 0 | 0 |
Gross Margin | 0 | 0 |
Operating Expenses: | ||
Consulting | 10,500 | 16,353 |
Consulting to related party | 44,889 | 90,587 |
General & administrative | 16,923 | 6,492 |
Professional fees | 20,763 | 15,000 |
Total Operating Expenses | 93,075 | 128,432 |
Operating Income | -93,075 | -128,432 |
Other Income (Expense) | ||
Interest Expense | -10,417 | 0 |
Net Income Before Taxes | -103,492 | -128,432 |
Income Tax Provision | 0 | 0 |
Net Income | ($103,492) | ($128,432) |
Net income per share- basic and diluted | $0 | $0 |
Weighted average common shares outstanding- basic and diluted | 37,763,333 | 36,817,778 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income for the Period | ($103,492) | ($128,432) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock issued for services | 0 | 1,500 |
Depreciation | 1,000 | 0 |
Changes in Operating Assets and Liabilities | ||
Increase in accrued interest | 10,417 | 0 |
Net Cash Provided by (Used in) Operating Activities | -92,075 | -126,932 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net Cash Used in Investing Activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
(Refunds) proceeds from sale of stock | -1,000 | 2,000 |
Proceeds from line of credit to related party | 75,000 | 0 |
Proceeds from loan from related party | 0 | 75,000 |
Net Cash Provided by Financing Activities | 74,000 | 77,000 |
Net (Decrease) Increase in Cash | -18,075 | -49,932 |
Cash at Beginning of Period | 27,125 | 75,078 |
Cash at End of Period | 9,050 | 25,146 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the year for: Interest | 0 | 0 |
Cash paid during the year for: Franchise and income taxes | $0 | $0 |
1_Organization_and_Description
1. Organization and Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | On June 3, 2013, Teardroppers, Inc. (the “Company”, “we”, “us” or “our”), was incorporated under the laws of the state of Nevada. |
We intend to enter the business of mobile billboard advertising by offering to provide billboard advertising space on custom designed "Teardrop Trailers". Teardrop Trailers, are usually designed for short-period accommodations for vacationers and travelers. Teardrop Trailers are designed to be towed behind small economy sized vehicles and pickup trucks. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
2. Summary of Significant Accounting Policies | Basis of presentation |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
Condensed Unaudited Interim Financial Statements | |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2015. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 included in our Form 10-K filed with the SEC. | |
Development Stage Company | |
The Company is in the development stage as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-205 "Development-Stage Entities," and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders' equity and cash flows disclosed activity since the date of our inception (June 3, 2013) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. Consequently these additional disclosures have not been included in these financial statements. | |
Use of estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. | |
Cash equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At March 31, 2015 and December 31, 2014, the Company had no cash equivalents. | |
Financial Instruments | |
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification ("ASC") 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: | |
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. | |
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |
Level 3: Significant unobservable inputs which reflect a reporting entity's own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. | |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31, 2015 and December 31, 2014. | |
The Company had no assets and/or liabilities measured at fair value on a recurring basis for as of March 31, 2015 and December 31, 2014, respectively, using the market and income approaches. | |
Property and equipment | |
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |
Impairment of Long-Lived and Intangible Assets | |
In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability will be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset were compared to the asset's carrying amount to determine if a write-down to market value or discounted cash flow value is required. | |
Commitments and contingencies | |
The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |
Revenue recognition | |
The Company follows paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. | |
Advertising costs | |
Advertising costs are expensed as incurred. Company recorded no advertising costs during the three months ending March 31, 2015 and 2014. | |
Income taxes | |
The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company adopted section 740-10-25 of the FASB ASC (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. | |
Stock-based compensation | |
In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation (“ASC No. 718”). Under ASC No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. | |
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC No. 718. FASB ASC No. 505, Equity Based Payments to Non-Employees, defines the measurement date and recognition period for such instruments. In general, the measurement date is when either (a) a performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB ASC. | |
Net income (loss) per share | |
The Company computes basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB ASC. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. | |
There were no potentially dilutive debt or equity instruments issued or outstanding during the three month periods ended March 31, 2015 or 2014. | |
Subsequent events | |
The Company follows the guidance in Section 855-10-50 of the FASB ASC for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. | |
Recently issued accounting pronouncements | |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations. |
3_Going_Concern
3. Going Concern | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
3. Going Concern | The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. |
The Company has incurred losses since inception, has accumulated losses of $520,440 and a working capital deficit of $452,107 as of March 31, 2015. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. |
4_Fixed_Assets
4. Fixed Assets | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
4. Fixed Assets | Property and equipment consists of the following at March 31, 2015 and December 31, 2014: | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Property and equipment, net | $ | 20,000 | $ | 20,000 | |||||
Less: accumulated depreciation | (2,833 | ) | (1,833 | ) | |||||
Property and equipment, net | $ | 17,167 | $ | 18,167 | |||||
Depreciation expense for the three months ended March 31, 2015 was $1,000 (2014 - $0). | |||||||||
In May of 2014, the Company purchased two automobiles to be used in promotional and operational activities for $65,000. The Company issued two notes payable totally $65,000 as consideration. The notes payable were immediately converted into 433,333 common shares of the Company leaving a zero balance on both notes payable. The two automobiles sold to the Company were owned by a related party to the Company. On September 1, 2014, the Company agreed to return the Apache truck which was purchased through the issuance of a $50,000 note payable and later converted into 333,333 common shares. The 333,333 common shares were returned to treasury. | |||||||||
In October of 2014, the Company purchased and assembled a custom trailer to be used in mobile billboard advertising operations. The cost basis of the custom trailer was $5,000. |
5_Loan_Payable_from_Related_Pa
5. Loan Payable from Related Party | 3 Months Ended |
Mar. 31, 2015 | |
Loan Payable From Related Party | |
5. Loan Payable from Related Party | On December 12, 2014, the Company entered into a loan agreement with Gemini Southern, LLC whereby the monies paid to the Company by Gemini Southern, LLC pursuant to the consulting agreement dated September 20, 2013 ($75,000 as of December 31, 2013 and $300,000 as of December 12, 2014) would be repaid by the Company. The balance will be paid back with interest commencing on January 1, 2015 at a rate of 10% per annum with a maturity date of December 12, 2015. As of March 31, 2015 and December 31, 2014, the Company has a loan payable from related party balance of $300,000. |
6_Line_of_Credit_from_Related_
6. Line of Credit from Related Party | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
6. Line of Credit from Related Party | On February 25, 2014, the Company entered into a line of credit with DEVCAP Partners, LLC, a California limited liability company, for an amount up to $450,000 with a maturity date of June 1, 2017, bearing interest of 10% per annum. DEVCAP Partners, LLC is a related party to the Company as they are the majority shareholder of the Company. |
In November of 2014, the Company drew $75,000 from their line of credit with DEVCAP Partners, LLC. In the first quarter of 2015, a further $75,000 was advanced to the Company under this line of credit. As of March 31, 2015 and December 31, 2014, the Company had a line of credit from related party balance of $150,000 and $75,000, respectively. |
7_Related_Party_Transactions
7. Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
7. Related Party Transactions | Office space |
We currently occupy approximately 1,500 square feet of office and garage space at 3500 75th Street West, Rosamond, California. We share this space with Matthew D. Jackson, our Chief Marketing Officer. Presently, we do not incur any expenses for the use of this facility. | |
Loans from related party (Gemini Southern, LLC) | |
The Company has a loan agreement with Gemini Southern, LLC, a private corporation which has a managing member, Kevin O’Connell, whom is also a managing member of DEVCAP Partners, LLC, the majority shareholder in the Company. See Note 5 for further disclosure. | |
Line of credit from related party | |
The Company has a line of credit agreement with DEVCAP Partners, LLC whom is also the majority shareholder in the Company. See Note 6 for further disclosure. | |
Consulting expense to related party (DEVCAP Partners, LLC) | |
On January 1, 2014, the Company executed a three year consulting agreement with DEVCAP Partners, LLC, (“DEVCAP”), whereby the Company agreed to pay $7,500 a month for consulting services to be provided to the Company such as marketing, architectural development, accounting, finance, corporate structure and tax planning. | |
Purchase of equipment through issuance of note payable to related party | |
In May of 2014, the Company purchased two automobiles to be used in promotional and operational activities for a total price of $65,000. The Company issued two notes payable totally $65,000 as consideration. The notes payable were immediately converted into 433,333 common shares of the Company leaving a zero balance on both notes payable. The two automobiles sold to the Company were owned by the father of our majority shareholder Kevin O’Connell. On September 1, 2014, the Company returned the Apache truck which was purchased through the issuance of a $50,000 note payable and later converted into 333,333 common shares. The 333,333 common shares were returned to treasury. |
8_Stockholders_Deficit
8. Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
8. Stockholders' Deficit | At the time of incorporation, the Company was authorized to issue 10,000 shares of common stock and 1,000 shares of preferred stock with a par value of $0.001. The Company amended its articles of incorporation to increase it authorized shares to 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, both $0.001 par value. |
In the period from inception, June 3, 2013 to December 31, 2013, the Company issue 36,600,000 shares of common stock of which 36,000,000 were to six founders, 450,000 shares were for $9,000 cash and 150,000 shares were for consulting services. The shares issued for consulting services were valued at $0.02, the average price of stock sold for cash which resulted in the Company recording a consulting expense of $3,000. Of the stock issued for cash, $1,000 was not received till 2014 and therefore was recorded as a stock subscription receivable. The 36,000,000 shares issued to the six founders, (DEVCAP Partners, LLC, Steven Verska, GB Investments, Inc., Cassin Farlow, LLC, Raymond Gerrity and Robert Wilson), were valued at par $0.001 which resulted in the Company recording a cost of services expense of $36,000. | |
In the year ended December 31, 2014, the Company issued 1,533,333 shares of common stock of which 800,000 shares were for $16,000 cash, 508,333 shares were for the reduction of $65,000 in notes payable and $3,000 in accrued expenses and 225,000 shares were for consulting services rendered in the period. We valued the cost of the consulting services at the average price of stock sold for cash, $0.02, which resulted in a non-cash consulting expense of $4,500. The Company also cancelled 333,333 shares, further described in Note 4. | |
During the three months ended March 31, 2015 50,000 shares were return and the former investors were repaid $1,000. |
9_Subsequent_Events
9. Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
9. Subsequent Events | Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no other material subsequent events exist. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | |
Condensed Unaudited Interim Financial Statements | Condensed Unaudited Interim Financial Statements |
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2015. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 included in our Form 10-K filed with the SEC. | |
Development Stage Company | Development Stage Company |
The Company is in the development stage as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-205 "Development-Stage Entities," and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, changes in stockholders' equity and cash flows disclosed activity since the date of our inception (June 3, 2013) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. Consequently these additional disclosures have not been included in these financial statements. | |
Use of estimates | Use of estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. | |
Cash equivalents | Cash equivalents |
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At March 31, 2015 and December 31, 2014, the Company had no cash equivalents. | |
Financial Instruments | Financial Instruments |
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification ("ASC") 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: | |
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. | |
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |
Level 3: Significant unobservable inputs which reflect a reporting entity's own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. | |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31, 2015 and December 31, 2014. | |
The Company had no assets and/or liabilities measured at fair value on a recurring basis for as of March 31, 2015 and December 31, 2014, respectively, using the market and income approaches. | |
Property and equipment | Property and equipment |
Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | |
Impairment of Long-Lived and Intangible Assets | Impairment of Long-Lived and Intangible Assets |
In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability will be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset were compared to the asset's carrying amount to determine if a write-down to market value or discounted cash flow value is required. | |
Commitments and contingencies | Commitments and contingencies |
The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |
Revenue recognition | Revenue recognition |
The Company follows paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. | |
Advertising costs | Advertising costs |
Advertising costs are expensed as incurred. Company recorded no advertising costs during the three months ending March 31, 2015 and 2014. | |
Income taxes | Income taxes |
The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
The Company adopted section 740-10-25 of the FASB ASC (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. | |
Stock-based compensation | Stock-based compensation |
In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation (“ASC No. 718”). Under ASC No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. | |
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC No. 718. FASB ASC No. 505, Equity Based Payments to Non-Employees, defines the measurement date and recognition period for such instruments. In general, the measurement date is when either (a) a performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB ASC. | |
Net income (loss) per share | Net income (loss) per share |
The Company computes basic and diluted earnings per share amounts pursuant to section 260-10-45 of the FASB ASC. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. | |
There were no potentially dilutive debt or equity instruments issued or outstanding during the three month periods ended March 31, 2015 or 2014. | |
Subsequent events | Subsequent events |
The Company follows the guidance in Section 855-10-50 of the FASB ASC for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. | |
Recently issued accounting pronouncements | Recently issued accounting pronouncements |
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations. |
4_Fixed_Assets_Tables
4. Fixed Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and equipment | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Property and equipment, net | $ | 20,000 | $ | 20,000 | |||||
Less: accumulated depreciation | (2,833 | ) | (1,833 | ) | |||||
Property and equipment, net | $ | 17,167 | $ | 18,167 |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $0 | |
Fair value of assets | 0 | |
Fair value of liabilities | 0 | |
Advertising expense | $0 | $0 |
Dilutive shares | 0 |
3_Going_Concern_Details_Narrat
3. Going Concern (Details Narrative) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated losses | ($520,440) | ($416,948) |
Working capital | ($452,107) |
4_Fixed_Assets_Details
4. Fixed Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $20,000 | $20,000 |
Less: Accumulated depreciation | -2,833 | -1,833 |
Fixed assets, net | $17,167 | $18,167 |
4_Fixed_Assets_Details_Narrati
4. Fixed Assets (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $1,000 | $0 |
5_Loan_Payable_from_Related_Pa1
5. Loan Payable from Related Party (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Loan payable to related party | $300,000 | $300,000 | |
Proceeds from related party debt | 0 | 75,000 | |
Gemini Southern | |||
Loan payable to related party | 375,000 | 300,000 | |
Proceeds from related party debt | $75,000 | ||
Interest rate | 10.00% | ||
Maturity date | 12-Dec-15 |
6_Line_of_Credit_from_Related_1
6. Line of Credit from Related Party (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Credit line balance | $150,000 | $75,000 | |
Proceeds from line of credit | 75,000 | 0 | |
Line of credit balance | 150,000 | 75,000 | |
DEVCAP Partners, LLC | |||
Line of credit maximum amount | 450,000 | ||
Maturity date | 1-Jun-17 | ||
Interest rate | 10.00% | ||
Credit line balance | 0 | 75,000 | |
Proceeds from line of credit | 75,000 | 75,000 | |
Line of credit balance | $0 | $75,000 |
8_Stockholders_Deficit_Details
8. Stockholders' Deficit (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Stock issued for cash, shares issued | 800,000 | |
Stock issued for cash, value | $16,000 | |
Stock issued for notes payable, shares issued | 508,333 | |
Stock issued for notes payable, value | 65,000 | |
Stock issued for notes payable, accrued interest value | 3,000 | |
Stock issued for consulting services, shares issued | 225,000 | |
Stock issued for consulting services, value | 4,500 | |
Stock cancelled | 50,000 | 333,333 |
Stock repurchased value | $1,000 |