Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 19, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Teardroppers, Inc. | |
Entity Central Index Key | 1,615,780 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,750,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash | $ 99 | $ 27,125 |
Total Current Assets | 99 | 27,125 |
Fixed Assets: | ||
Property and equipment | 20,000 | 20,000 |
Less: Accumulated depreciation | (3,833) | (1,833) |
Fixed assets, net | 16,167 | 18,167 |
Total Assets | 16,266 | 45,292 |
Current Liabilities | ||
Loan payable from related party | 300,000 | 300,000 |
Line of credit from related party | 159,000 | 75,000 |
Accrued interest | 22,376 | 740 |
Total Current Liabilities | 481,376 | 375,740 |
Total Liabilities | 481,376 | 375,740 |
Stockholders' Deficit: | ||
Preferred stock, par value $0.001, 20,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2015 (unaudited) and December 31, 2014, respectively | 0 | 0 |
Common stock, par value $0.001, 100,000,000 shares authorized and 37,750,000 and 37,800,000 shares issued and outstanding as of June 30, 2015 (unaudited) and December 31, 2014 respectively. | 37,750 | 37,800 |
Additional paid in capital | 47,750 | 48,700 |
Accumulated deficit | (550,610) | (416,948) |
Total Stockholders' Deficit | (465,110) | (330,448) |
Total Liabilities and Stockholders' Deficit | $ 16,266 | $ 45,292 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ .001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,750,000 | 37,800,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses: | ||||
Consulting | 2,500 | 2,500 | 13,000 | 29,103 |
Consulting to related party | 0 | 0 | 44,889 | 139,087 |
General & administrative | 1,950 | 13,170 | 18,874 | 29,114 |
Professional fees | 14,501 | 14,500 | 35,263 | 25,000 |
Total Operating Expenses | 18,951 | 30,170 | 112,026 | 222,304 |
Operating (Loss) | (18,951) | (30,170) | (112,026) | (222,304) |
Interest Expense, related party | (11,219) | 0 | (21,636) | 0 |
(Loss) Before Taxes | (30,170) | (30,170) | (133,662) | (222,304) |
Income Tax Provision | 0 | 0 | 0 | 0 |
Net (Loss) | $ (30,170) | $ (30,170) | $ (133,662) | $ (222,304) |
Net (loss) per share- basic and diluted | $ 0 | $ 0 | $ 0 | $ (.01) |
Weighted average common shares outstanding- basic and diluted | 37,750,000 | 36,943,132 | 37,756,630 | 37,233,425 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Stock Subscription Receivable | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2013 | 0 | 36,600,000 | ||||
Beginning balance, value at Dec. 31, 2013 | $ 0 | $ 36,600 | $ (1,000) | $ 11,400 | $ (46,922) | $ 78 |
Shares issued for cash, shares issued | 800,000 | |||||
Shares issued for cash, value | $ 800 | 1,000 | 15,200 | 17,000 | ||
Shares issued for reduction of debt, shares issued | 508,333 | |||||
Shares issued for reduction of debt, value | $ 508 | 67,492 | 68,000 | |||
Shares issued for services, shares | 225,000 | |||||
Shares issued for services, value | $ 225 | 4,275 | 4,500 | |||
Shares cancelled, shares | (333,333) | |||||
Shares cancelled, value | $ (333) | (49,667) | (50,000) | |||
Net loss | (370,026) | (370,026) | ||||
Ending balance, shares at Dec. 31, 2014 | 0 | 37,800,000 | ||||
Ending balance, value at Dec. 31, 2014 | $ 0 | $ 37,800 | 0 | 48,700 | (416,948) | (330,448) |
Shares cancelled, shares | (50,000) | |||||
Shares cancelled, value | $ (50) | (950) | (1,000) | |||
Net loss | (133,662) | (133,662) | ||||
Ending balance, shares at Jun. 30, 2015 | 0 | 37,750,000 | ||||
Ending balance, value at Jun. 30, 2015 | $ 0 | $ 37,750 | $ 0 | $ 47,750 | $ (550,610) | $ (465,110) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the Period | $ (133,662) | $ (222,304) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 2,000 | 2,708 |
Changes in Operating Assets and Liabilities | ||
Increase in accrued interest | 21,636 | 0 |
Net Cash Used in Operating Activities | (110,026) | (219,596) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | 0 | (65,000) |
Net Cash (Used in) Provided by Investing Activities | 0 | (65,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds (refund) from sale of stock (cancellation of stock sale) | (1,000) | 89,500 |
Proceeds from line of credit to related party | 84,000 | 75,000 |
Proceeds from loan from related party | 0 | 75,000 |
Net Cash Provided by Financing Activities | 83,000 | 239,500 |
Net (Decrease) Increase in Cash | (27,026) | (45,096) |
Cash at Beginning of Period | 27,125 | 75,078 |
Cash at End of Period | 99 | 29,982 |
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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of presentation The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Interim financial statements The accompanying 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 and six months ended June 30, 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 filed with the SEC. 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 managements 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 June 30, 2015 and December 31, 2014, the Company had no cash equivalents. Fair value of financial instruments The Company adopted the provisions of FASB Accounting Standards Codification (ASC) 820 (the Fair Value Topic) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. Fair value of financial instruments The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: A) Market approachUses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; B) Cost approachBased on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and C) Income approachUses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Companys assessment of the assumptions that are market participants would use in pricing the asset or liability. The carrying amount of the Companys 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 Companys loan payable related party and line of credit related party approximates the fair value of such instruments based upon managements best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2015 and December 31, 2014. The Company had no assets and/or liabilities measured at fair value on a recurring basis for as of June 30, 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. 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. 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 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 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 shares issued or outstanding during the three and six month periods ended June 30, 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 implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3. Going Concern
3. Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | The Company's 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 a minimum cash balance available for payment of ongoing operating expenses and has incurred losses since inception and anticipates future losses in the development of its business raising substantial doubt about the Companys ability to continue as a going concern. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Property and equipment consists of the following at June 30, 2015 and December 31, 2014: June 30, 2015 December 31, 2014 Property and equipment, net $ 20,000 $ 20,000 Less: accumulated depreciation (3,833 ) (1,833 ) Property and equipment, net $ 16,167 $ 18,167 Depreciation expense for the three and six month periods ended June 30, 2015 was $1,000 (2014 - $0) and $2,000 (2014 - $0), respectively. 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. On September 1, 2014, the Company agreed to return one of the trucks 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 is $5,000. |
5. Loan Payable from Related Pa
5. Loan Payable from Related Party | 6 Months Ended |
Jun. 30, 2015 | |
Loan Payable From Related Party | |
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 ($300,000 as of June 30, 2015 and December 31, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
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 and second quarters of 2015, a further $75,000 and $9,000, respectively, was advanced to the Company under the line of credit. As of June 30, 2015, the Company had drawn down a balance of $159,000 under the line of credit, related party. |
7. Related Party Transactions
7. Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
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 OConnell, who 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 OConnell. On September 1, 2014, the Company returned one of the trucks 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 | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
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 year ended December 31, 2014, the Company issued 1,533,333 shares of common stock of which 800,000 shares were for $17,000 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 first three months of 2015, 50,000 shares were returned to the Company and the former investors were repaid $1,000. |
9. Subsequent Events
9. Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | In accordance with ASC 855-10, "Subsequent Events" the Company has analyzed its operations subsequent to June 30, 2015 to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements. |
2. Summary of Significant Acc16
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
Interim Financial Statements | Interim financial statements The accompanying 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 and six months ended June 30, 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 filed with the SEC. |
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 managements 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 June 30, 2015 and December 31, 2014, the Company had no cash equivalents. |
Fair Value of Financial Instruments | Fair value of financial instruments The Company adopted the provisions of FASB Accounting Standards Codification (ASC) 820 (the Fair Value Topic) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. Fair value of financial instruments The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: A) Market approachUses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources; B) Cost approachBased on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and C) Income approachUses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate. Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Companys assessment of the assumptions that are market participants would use in pricing the asset or liability. The carrying amount of the Companys 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 Companys loan payable related party and line of credit related party approximates the fair value of such instruments based upon managements best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2015 and December 31, 2014. The Company had no assets and/or liabilities measured at fair value on a recurring basis for as of June 30, 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. |
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. |
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 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 |
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 shares issued or outstanding during the three and six month periods ended June 30, 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 implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
4. Fixed Assets (Tables)
4. Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | June 30, 2015 December 31, 2014 Property and equipment, net $ 20,000 $ 20,000 Less: accumulated depreciation (3,833 ) (1,833 ) Property and equipment, net $ 16,167 $ 18,167 |
2. Summary of Significant Acc18
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | |
Fair value of assets | 0 | |
Fair value of liabilities | 0 | |
Advertising expense | $ 0 | $ 0 |
Dilutive shares | 0 |
4. Fixed Assets (Details)
4. Fixed Assets (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 20,000 | $ 20,000 |
Less: Accumulated depreciation | (3,833) | (1,833) |
Fixed assets, net | $ 16,167 | $ 18,167 |
4. Fixed Assets (Details Narrat
4. Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,000 | $ 0 | $ 2,000 | $ 2,708 |
Vehicle purchased | $ 0 | $ 65,000 |
5. Loan Payable from Related 21
5. Loan Payable from Related Party (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 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 | $ 300,000 | $ 300,000 | |
Interest rate | 10.00% | ||
Maturity date | Dec. 12, 2015 |
6. Line of Credit from Relate22
6. Line of Credit from Related Party (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Proceeds from line of credit | $ 84,000 | $ 75,000 | |
Line of credit balance | 159,000 | $ 75,000 | |
DEVCAP Partners, LLC | |||
Line of credit maximum amount | $ 450,000 | ||
Maturity date | Jun. 1, 2017 | ||
Interest rate | 10.00% | ||
Proceeds from line of credit | $ 75,000 | 75,000 | |
Line of credit balance | $ 159,000 | $ 75,000 |
8. Stockholders' Deficit (Detai
8. Stockholders' Deficit (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Stock issued for cash, value | $ 17,000 | |
Stock issued for consulting services, value | 4,500 | |
Stock repurchased value | $ 1,000 | $ 50,000 |
Equity transactions | ||
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 |