Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2015 | |
Document and Entity Information | |
Entity Registrant Name | Go EZ CORPORATION |
Entity Central Index Key | 314,197 |
Document Type | S1 |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | GEZC |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | |||
Cash | $ 4,328 | $ 15,394 | |
Accounts receivables | 41,275 | ||
Other receivable, net | 2,763 | ||
Inventory | 22,830 | ||
Prepaid Expense | 73,930 | $ 106 | |
Total Current Assets | 145,126 | 15,500 | |
Property and Equipment, net | 14,158 | 10,474 | $ 0 |
Total Assets | 159,284 | 25,974 | 0 |
CURRENT LIABILITIES: | |||
Accounts payable | 66,987 | 18,800 | 140,945 |
Advances - related parties | $ 19,672 | $ 1,600 | 103,412 |
Accrued interest - related party | $ 46,135 | ||
Accrued expenses | $ 27,486 | ||
Accrued Tax | $ 4,067 | ||
Derivative Liability | $ 216,223 | 268,403 | |
Payroll Liabilities | $ 4,503 | ||
Note payable-related party | $ 72,807 | ||
Debt related party | 6,599 | ||
Total Current Liabilities | $ 409,774 | $ 297,373 | $ 290,492 |
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock, $.0001 par value 100,000,000 shares authorized, 171 shares issued and outstanding | |||
Common stock, $.0001 par value, 800,000,000 shares authorized, 1,630,080 and 1,368,200 shares issued and outstanding at 2015 and 2014, respectively | $ 163 | $ 151 | $ 37 |
Capital in excess of par value | 261,844,527 | 21,316,377 | 388,856 |
Accumulated Deficit | (262,108,838) | (21,593,649) | $ (679,385) |
Non-Controlling Interest | 13,658 | 5,722 | |
Total Stockholders' Equity (Deficit) | (250,490) | (271,399) | $ (290,492) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 159,284 | $ 25,974 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock issued | 171 | 111 | 111 |
Preferred stock outstanding | 171 | 111 | 111 |
Common stock authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock issued | 1,630,080 | 1,500,878 | 368,200 |
Common stock outstanding | 1,630,080 | 1,500,878 | 368,200 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements Of Operations | ||||||
REVENUES | $ 77,363 | $ 136,328 | ||||
Cost of goods sold | 24,284 | 56,038 | ||||
GROSS PROFIT | 53,079 | 80,290 | ||||
OPERATING EXPENSES: | ||||||
General & administrative | 81,159 | $ 45,909 | 151,348 | $ 46,048 | $ 74,261 | $ 33,112 |
Depreciation Expense | 763 | 1,411 | 60 | |||
Bank service charge | 148 | $ 368 | 283 | $ 368 | ||
Compensation expense | $ 458,250 | 477,000 | ||||
Payroll Expense | $ 239 | 270,775 | ||||
Non-cash contributed services | $ 7,500 | $ 20,150 | 12,650 | $ 40,525 | ||
Total Operating Expenses | $ 540,320 | 53,777 | $ 630,281 | 66,566 | 357,746 | 73,637 |
LOSS BEFORE OTHER INCOME (EXPENSE) | (487,241) | $ (53,777) | (549,992) | $ (66,566) | (357,746) | $ (73,637) |
OTHER INCOME (EXPENSE): | ||||||
Gain on Derivative Liability | $ 42,742 | $ 52,180 | (11,851) | |||
Gain on Forgiveness of debt | $ 75,971 | $ 75,971 | 75,971 | $ 19,826 | ||
Loss on Acquisition | $ (240,007,725) | (20,517,084) | ||||
Interest Expense | $ (472) | (782) | $ (2,550) | (106,175) | $ (10,235) | |
Finance charge | $ 1,364 | (153) | ||||
Other income | 21 | |||||
Total Other Income (Expense) | $ 43,634 | $ 75,971 | (239,956,459) | $ 73,421 | (20,559,139) | 9,591 |
LOSS BEFORE INCOME TAXES | (443,607) | $ 22,561 | (240,506,451) | $ (20,916,885) | $ (64,046) | |
TAX PROVISION | (800) | (800) | ||||
NET LOSS | (444,407) | $ 22,561 | (240,507,251) | $ 6,855 | $ (20,916,885) | $ (64,046) |
Less: loss applicable to non-controlling interest in Federal Technology Agency, Inc. | (11,369) | (7,936) | 2,621 | |||
Net loss after loss on non-controlling interest | $ (455,776) | $ 22,561 | $ (240,515,187) | $ 6,855 | $ (20,914,264) | $ (64,046) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.29) | $ 0.02 | $ (155.78) | $ 0.01 | $ (20.13) | $ (0.17) |
Weighted-Average Common Shares Outstanding - Basic and Diluted | 1,586,592 | 1,049,519 | 1,543,972 | 710,741 | 1,038,755 | 368,200 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Shares at Dec. 31, 2012 | 368,200 | |||||
Beginning Balance, Amount at Dec. 31, 2012 | $ 37 | $ 348,331 | $ (615,339) | $ (266,971) | ||
Contributed Services | $ 40,525 | 40,525 | ||||
Related party forgiveness of debt | 1,527 | |||||
Net loss for the year ended | $ (64,046) | (64,046) | ||||
Ending Balance, Shares at Dec. 31, 2013 | 368,200 | |||||
Ending Balance, Amount at Dec. 31, 2013 | $ 37 | $ 388,856 | $ (679,385) | (290,492) | ||
Contributed Services | 12,650 | 12,650 | ||||
Stock issuance to Evotech Capital S.A., Shares | 1,000,000 | |||||
Stock issuance to Evotech Capital S.A., Amount | $ 100 | $ 900 | $ 1,000 | |||
Shares returned for cancellation, Shares | (4,822) | |||||
Shares returned for cancellation, Amount | ||||||
Related party forgiveness of debt | $ 161,522 | $ 161,522 | ||||
Stock issuance for compensation, Shares | 67,500 | |||||
Stock issuance for compensation, Amount | $ 7 | 269,993 | 270,000 | |||
Account for BCF on debentures issued and converted | 99,726 | 99,726 | ||||
Preferred stock issued for debt extinguishment, Shares | 106 | |||||
Preferred stock issued for debt extinguishment, Amount | 102,737 | 102,737 | ||||
Shares issued to acquire Federal Technology Agency, Shares | 5 | 70,000 | ||||
Shares issued to acquire Federal Technology Agency, Amount | $ 7 | $ 20,279,993 | 20,280,000 | |||
Net loss - non-controlling interest at acquisition | $ 8,343 | 8,343 | ||||
Net loss for the year ended | $ (20,914,264) | (2,621) | (20,916,885) | |||
Ending Balance, Shares at Dec. 31, 2014 | 111 | 1,500,878 | ||||
Ending Balance, Amount at Dec. 31, 2014 | $ 151 | $ 21,316,377 | $ (21,593,649) | $ 5,722 | $ (271,399) | |
Contributed Services | ||||||
Net loss for the year ended | $ (240,507,251) | |||||
Ending Balance, Amount at Jun. 30, 2015 | $ (250,490) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities: | ||||||
Net Loss | $ (444,407) | $ 22,561 | $ (240,507,251) | $ 6,855 | $ (20,916,885) | $ (64,046) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation Expense | $ 763 | 1,411 | 60 | |||
Loss on Acquisition | 240,007,725 | 20,517,084 | ||||
Issuance of Common Stock for Services | 447,000 | 270,000 | ||||
Related Party Contributed Services | 7,500 | 12,650 | $ 40,525 | |||
(Gain) Loss on Derivative Valuation | (52,180) | 11,852 | ||||
Related party contributed liabilities | $ 662 | |||||
Non-cash contributed services | $ 20,150 | 12,650 | $ 40,525 | |||
Non-cash expenses – capital contribution | 8,537 | |||||
Non-cash forgiveness of debt | $ (75,971) | (75,971) | (75,971) | $ (19,826) | ||
Accretion of discount on convertible notes payable | 99,726 | |||||
(Gain) Loss on Settlement of Debt | $ (75,971) | $ (75,971) | (75,971) | $ (19,826) | ||
Related Party Forgiveness of Debt | 161,522 | $ 1,527 | ||||
Decrease (increase) in operating assets | ||||||
Accounts receivable | $ (38,966) | |||||
Other receivable | (2,763) | |||||
Inventory | (9,998) | |||||
Pre-paid & Other Assets | (824) | (106) | ||||
Increase (decrease) in operating liabilities | ||||||
Accounts Payable | $ 48,182 | $ (40,301) | (116,816) | $ 31,585 | ||
Account payables - related party | 77,180 | |||||
Accrued interest - related party | $ 2,550 | |||||
Accrued Expenses | $ 17,318 | $ (171,705) | ||||
Related party payables | 19,672 | |||||
Advanced debt | 6,599 | |||||
Accrued Interest | $ 10,235 | |||||
Net cash used in operating activities | (55,913) | $ (1,000) | $ (208,589) | |||
Cash Flows From Investing Activities: | ||||||
Purchase of fixed assets | (5,049) | |||||
Cash acquired in CMB asset acquisition | 2,134 | |||||
Cash Acquired in Merger with FTA | 123,257 | |||||
Net Cash (Used) by Investing Activities | $ (2,960) | 123,257 | ||||
Cash Flows from Financing Activities: | ||||||
Sale of common stock | $ 1,000 | 1,000 | ||||
Proceeds from short term RP debenture | $ 47,807 | 99,726 | ||||
Net cash (used) provided by financing | 47,807 | $ 1,000 | 100,726 | |||
Net decrease in Cash and Cash Equivalent | (11,066) | $ 15,394 | ||||
Cash at Beginning of Period | 15,394 | |||||
Cash at End of Period | $ 4,328 | $ 4,328 | $ 15,394 | |||
Supplemental Disclosures of Cash Flow Information: | ||||||
Cash paid during the period for: Interest | ||||||
Cash paid during the period for: Income taxes | ||||||
Supplemental Disclosures of Non-Cash Transactions | ||||||
Common stock issued for prepaid services | $ 73,000 | |||||
Contributed payments on behalf of company | $ 152,097 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Organization – Condensed Consolidated Financial Statements - Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2014 audited financial statements. The results of operations for the three months ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year. Principles of Consolidation - Accounting Estimates- Reclassification - | Organization - Principles of Consolidation Development Stage - Cash and Cash Equivalents - Property and Equipment Fair Value of Financial Instruments Income Taxes - The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2014 or 2013. All tax years starting with 2010 are open for examination. Revenue Recognition - Allowance for Doubtful Accounts Reclassification Loss Per Share - Accounting Estimates - Recently Enacted Accounting Standards Recent Accounting Standards Updates (“ASU”) through ASU No. 2015-1 contains technical corrections to existing guidance or affects guidance to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. Fair Value of Financial Instruments - We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: Fair Value of Financial Instruments Total (Level 1) (Level 2) (Level 3) Assets $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative Liability $ 268,403 $ - $ - $ 268,403 Total liabilities measured at fair value $ 268,403 $ - $ - $ 268,403 |
GOING CONCERN
GOING CONCERN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 2 - GOING CONCERN | The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception and currently has no on-going operations. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. | The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since inception. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock. The Company has also just recently acquired a subsidiary which may provide adequate working capital in the future. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
FURNITURE AND EQUIPMENT
FURNITURE AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 3 - FURNITURE AND EQUIPMENT | Property and equipment are recorded at cost. We compute depreciation using the straight-line method over the estimated useful lives of the assets. Furniture and equipment consists of the following as of June 30, 2015 and December 31, 2014: 2015 2014 Furniture and Equipment $ 16,369 $ 11,218 Less: Accumulated Depreciation (2,211 ) (745 ) Net Property and Equipment $ 14,157 $ 10,474 | Furniture and equipment consists of the following as of December 31: Year Ended December 31, 2014 2013 Furniture and Fixtures $ 11,218 $ 0 Less: Accumulated Depreciation (745 ) (0 ) Net Property and Equipment $ 10,474 $ 0 Depreciation expense on property and equipment was $60 and $0 for the years ended December 31, 2014 and 2013. |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 4 - CONVERTIBLE DEBENTURES | On January 20, 2015, the Company entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of FTA and completed its acquisition of FTA through its issuance of sixty shares of the CompanyÂ’s Preferred Series B stock, and a twenty-five thousand dollar ($25,000) Promissory Note. Said Promissory Note carries 0% interest and matures one year from the date of the closing of this Transaction. FTA issued a series debt to Company officers/directors for their cash contributions to the Company. On February 2, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Roger Ng for cash advances. On February 18, 2015, FTA issued debt with principle amount of $1,200, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 9, 2015, FTA issued debt with principle amount of $400, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 20, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 31, 2015, FTA issued debt with principle amount of $999, at 6% interest rate, maturing in one year to Abraham Cinta for cash advances. On June 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. | 8% Convertible Debenture 8% Convertible Debenture 8% Convertible Debenture 8% Convertible Debenture 8% Convertible Debenture |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 5 - SHAREHOLDERS' EQUITY | Amendment of Security Registration On April 22, 2015, we filed an amendment to Form S-1 Registration Statement, previously filed on February 12, 2015. This Amendment is not effective yet. Securities Registered for Issuance Under Equity Compensation Plans On April 23, 2015, we filed Form S-8 with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registered 200,000 shares of Common Stock, par value $0.0001 per share, to be issued under the Go Ez Corporation 2015 Equity Incentive Plan. Proposed maximum offering price per share is at $4.00. This registration is effective immediately. Capital Stock Designations Series E Preferred Stock – 10,000 Shares, convertible after thirty days based on a formula, no dividend rights, no voting rights, no liquidation preference. Company has no call redemption rights. | On May 7, 2014 the Company amended its Articles of Incorporation to increase its authorized shares of common stock to 800,000,000 shares with a par value of $0.0001 per share and to increase its authorized preferred stock to 100,000,000 shares with a par value of $0.0001 per share. The change in par value has been reflected in the financial statements retroactively for all periods presented. Stock Option and Incentive Plan Stock Warrants On April 30, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($.001 per share) to Evotech Capital, S.A., which resulted in a change in control of the company. In connection to this transaction, the Company issued former officers and directors, David C. Merrell and Michael C. Brwon, a collective three year stock warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner. Pursuant to the acquisition of Federal Technology Agency, Inc. and the terms of the Stock Purchase Agreement of December 22, 2014 between the Company and Mr. Roger Ng, Roger Ng was transmitted warrants to purchase up to an aggregate of 10% of the GEZC’s outstanding common stock provided however that such execution shall not result in Ng holding of excess of 9.9% of the outstanding common shares issued. The warrant expires on December 22, 2016. The warrant grants Mr. Roger Ng to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of Roger Ng’s notice of exercise of the warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing. A summary of the status of our outstanding warrants as of December 31, 2014 and December 31, 2013 and changes during the periods then ended is presented below: 12/31/2014 12/31/2013 Number of Warrants Weighted average exercise price Number of Warrants Weighted average exercise price Outstanding, beginning of the period - $ - - $ - Granted 180,106 0.2 - - Exercised - - - - Expired - - - - Outstanding, end of the period 180,106 $ 1.97 - - Exercisable at the end of the period 180,106 $ 1.97 - - Weighted average fair value of options granted during the period $ - $ - The following table summarizes the range of outstanding and exercisable options as of December 31, 2014: Range of Exercise prices Number Outstanding at December 31, 2014 Weighted average Life Remaining (years) Exercise price Number Exercisable at December 31, 2014 Weighted average Life Remaining (years) $ 0.20 30,018 2.31 $ 0.20 30,018 2.31 $ 2.32 150,088 1.98 $ 2.32 150,088 1.98 180,106 180,106 Capital Stock Designations Series A Preferred Stock - 10,000 Shares, convertible after 6-months based on a formula, dividend preference of 80% of aggregate dividends declared, voting preference of 80% of aggregate voting rights, and a liquidation preference of 90% of available assets. Series A Preferred has preference over all other classes of stock. Series B Preferred Stock - 500,000 Shares, convertible based on a formula, no dividends, no voting rights, liquidation preference up to $1,000 per share over all other classes of stock except Series A preferred. The Company retains call option after 36 months at 115% of cash price originally paid. Series C Preferred Stock - 100,000 Shares, convertible after 12-months based on a formula, can receive dividends up to 20% of aggregate dividends declared, no voting rights, and a liquidation preference up to $1,000 per share over all other classes of stock except Series A & B preferred. The Company retains call option after 36 months at 115% of cash price originally paid. Series D Preferred Stock - 2,000,000 Shares, convertible after 12-months based on a formula, no dividend rights, no voting rights, and a liquidation preference up to $1,000 per share over all classes of common stock. The Company has no call redemption rights. Common Stock – common stockholders are entitled to 1-vote per share and can receive dividends up to 20% of the aggregate declared dividends. The Common stock has no conversion features. Novation agreements Acquisition agreement |
CHANGE IN CONTROL
CHANGE IN CONTROL | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 6 - CHANGE IN CONTROL | On April 30, 2014 the Company issued 1,000,000 shares of common stock for $1,000 ($.001 per share) to Evotech Capital, S.A. which resulted in a change in control of the company. 73% voting equity was acquired by Evotech Capital S.A.. The reason for the change of the control is that Company entered into a Stock Purchase Agreement with Evotech Capital S.A., a privately-held company organized under the laws of the British Virgin Islands, and the Company’s sole Directors and executive officers, David C. Merrell and Michael C. Brown (the “Evotech SPA”). Under the Evotech SPA, Evotech acquired 1,000,000 shares of common stock in exchange for $1,000 cash. In exchange for certain non-cash considerations, including agreeing to a lock-up of their shares and indemnifying Evotech, Messrs. Merrell and Brown are (i) guaranteed that their collective holdings will not be decreased to less than 4.99% of the Company’s outstanding common stock until the earlier of when (a) the average daily trading volume of the Company’s common stock over any 30 day trading period reaches $80,000 calculated by multiplying the daily volume by the closing last trade share price for that trading day; or (b) the aggregate revenues of the Company, beginning on the date of the Evotech SPA or April 22, 2014, reach $25 million, and any such revenues have been reported in the Company’s periodic reports filed with the SEC (“the “Market Maturity” date); and they will (ii) also receive a collective three year warrant with a cashless feature at an exercise price of $0.20 per share to acquire the greater of 13,682 shares of the Company’s common stock (which is 1% of the post-Evotech SPA outstanding shares) or the number of shares equal to 1% of the fully-diluted outstanding shares of the Company’s common stock during such three year period, or to the Market Maturity date, whichever is sooner. Evotech also provided the Company an additional $49,000 in the form of a demand loan for compromise and payment of all outstanding liabilities of the Company. As a result of the above arrangement, Evotech Capital S.A. is now the largest shareholder of the Company with more than 50% of the shares outstanding. Consequently control of the Company has also been transferred to Evotech Capital S.A. upon execution of the Evotech SPA. In connection with the change in control, the former officers and directors resigned and Mr. Abraham Dominguez Cinta was appointed as the sole officer and sole Director of the company. On May 7, 2014 the company changed its name to GO EZ Corporation. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 7 - RELATED PARTY TRANSACTIONS | Management Compensation – Office Space – Advances from Related Party | Management Compensation Office Space Advances from Related Party Accrued Interest - |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 8 - LOSS PER SHARE | The following data show the amounts used in computing loss per share for the periods presented: For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Loss available to common shareholders (numerator) $ (455,776) $ 22,561 $ (240,515,187) $ 6,855 Weighted average number of common shares outstanding used in loss per share for the period (denominator) 1,586,592 1,049,519 1,543,972 710,741 LOSS PER COMMON SHARE $ (0.29) $ 0.02 $ (155.78) $ (0.01) Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share. | The following data show the amounts used in computing loss per share for the periods presented: For the Year Ended December 31, 2014 For the Year Ended December 31, 2013 Loss available to common shareholders (numerator) $ (20,914,263 ) $ (64,046 ) Weighted average number of common shares outstanding during the period used in loss per share (denominator) 1,038,755 368,200 Loss per share (20.13 ) (0.17 ) Dilutive loss per share was not presented; as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 9 - COMMITMENTS AND CONTINGENCIES | Contingencies - | Contingencies - |
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 10 - OTHER INCOME (EXPENSE) | We incurred a loss on asset purchase of Cellular Miami Beach of $240,007,725 for June 30, 2015.This is a result of 60 preferred shares and $25,000 note payable issued and payable to the seller. the preferred shares have no fair value, but are convertible into common stock at a ratio of 1 preferred share to 1,000,000 common shares. At the stock price of $4.00 at the time of the acquisition, this represents a total of $240,025,000. As $17,275 in assets were acquired, this resulted in the $240,007,725 loss. | In connection with a change of control during April 2014, the company entered into several agreements to settle amounts owed on outstanding accounts payable resulting in a gain on forgiveness of debt totaling $75,971. In connection with an unsuccessful business acquisition, during the nine months ended June 30, 2013 the company recorded a gain on forgiveness of debt in the amount of $19,826. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 11 - INCOME TAXES | The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2014, and 2013. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of December 31, 2014, and 2013: 2014 2013 Deferred tax assets: NOL Carryover $ 17,100 $ 85,985 Related Party Accruals 600 14,001 Deferred tax liabilities Depreciation (300 ) - Valuation allowance (17,400 ) (99,986 ) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from operations for the years ended December 31, 2014 and 2013 due to the following: 2014 2013 Book Income $ (8,157,500 ) $ (26,199 ) Related Party Accruals (17,400 ) - Contributed Services 15,805 11,602 Other Nondeductible Expenses 8,157,927 - State Taxes (200 ) - Valuation allowance 1,368 14,597 $ - $ - At December 31, 2014, the Company had net operating loss carryforwards of approximately $44,000 that may be offset against future taxable income from the year 2015 through 2034. No tax benefit has been reported in the December 31, 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. |
BUSINESS ACQUISTIONS
BUSINESS ACQUISTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 12 - BUSINESS ACQUISTIONS | Federal Technology Agency On December 22, 2014, the Company entered into a Stock Purchase Agreement with Roger Ng, majority shareholder of FTA and completed its acquisition of FTA through its purchase of 7,000 shares of FTA common stock representing seventy (70%) percent of the issued and outstanding capital stock of FTA (the “Transaction”). As a result of the Transaction, FTA became a majority owned subsidiary of the Company. The entry into the Stock Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on December 19, 2014. The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2014 as if acquisition of FTA had occurred on January 1, 2014. The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2013 as if acquisition of FTA had occurred on January 1, 2013. Go Ez Corporation and Subsidiary Pro Forma Condensed Combined Statements of Operations For the Twelve Months Ended December 31, 2014 (Unaudited) Historical Statements Federal Pro Forma Go Ez Technology Pro Forma Condensed Corporation Agency, Inc. Adjustments Combined Services revenue $ - $ 218,550 $ - $ 218,550 Operating expenses 349,010 234,452 - 583,462 Loss from Operations (349,010 ) (15,902 ) - (364,912 ) Other income (expense) (30,204 ) - (20,528,935 ) (20,559,139 ) Net loss $ (379,214 ) $ (15,902 ) $ (20,528,935 ) $ (20,924,051 ) Go Ez Corporation (formerly E.R.C Energy Recovery Corporation) and Subsidiary Pro Forma Condensed Combined Statements of Operations For the Twelve Months Ended December 31, 2013 (Unaudited) Historical Statements Federal Pro Forma Go Ez Technology Pro Forma Condensed Corporation Agency, Inc. Adjustments Combined Services revenue $ - $ - $ - $ - Operating expenses 73,637 823 - 74,460 Loss from Operations (73,637 ) (823 ) - (74,460 ) Other income (expense) 9,591 - - 9,591 Net loss $ (64,046 ) $ (823 ) $ - $ (64,869 ) In accordance with terms of the FTA Stock Purchase Agreement, the purchase price paid by the Company at closing for 7,000 shares of FTA common stock representing seventy (70%) percent of the issued and outstanding capital stock of FTA consisted of $280,000 worth of restricted common shares of the Company, $20,000,000 worth of the Company’s Series B Preferred Stock and a common stock purchase warrant to purchase up to an aggregate of ten (10%) percent of the Company’s outstanding common stock having an exercise price equal to seventy five (75%) percent of the volume weighted average closing price per shares of the Company’s common stock for the five (5) trading days immediately preceding the Company’s receipt of FTA’s notice of exercise of the Warrant, which may be exercised in whole or in part, at any time and from time to time from and after six (6) months from the date of the closing but shall expire after twenty four (24) months from the date of the closing and such exercise shall not result in the Seller possessing in excess of 9.9% of the outstanding common shares issued. Because of the variable exercise price of the warrant, this resulted in a derivative liability of $256,551.15 valued on December 22, 2014 using a Black Scholes valuation model. This amount is included in Derivative Liability in the accompanying Balance Sheet. The Company’s restricted common shares and Series B Preferred Stock issued in this acquisition were valued at their fair value. As there is no active market for either the Company’s Series B preferred stock or the Company’s common stock, the issuance has been reflected as an investment in subsidiary of a total amount equal to 70% of the $27,810 stockholders’ equity of FTA as of December 22, 2014, or $19,467. The remaining 30% of the $27,810 stockholders’ equity of FTA at December 31, 2014, or $8,343, has been included in “non-controlling interest”. We incurred a loss on the acquisition of FTA, totaling $20,517,084, due to the Company not recognizing any goodwill. In connection with the FTA Transaction, Mr. Carlos López resigned as the Chief Executive officer, Secretary and Director of FTA, and the following person were appointed to serve as executive officer and director of FTA: · Abraham Dominguez Cinta was appointed to fill the position of FTA’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and President and to serve as a member of FTA’s Board of Directors; Mr. Carlos López was retained as a consultant of FTA in accordance with the terms of the Consulting Agreement executed between the parties on December 22, 2014. Neither management of the Company nor FTA or Mr. Carlos López had any prior relationships with each other. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 13 - SUBSEQUENT EVENTS | The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows: Loan from Related Party – on July 30, 2015 the Company received a loan, in the amount of $22,000 from a related entity in consideration for expenses and advances made on behalf of the Company. The loan provides for interest at 6% per year and is due on July 30, 2016. | The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined there are no events to disclose, except as follows: Acquisition of Cellular of Miami Beach, Inc. On January 20, 2015, FTA entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of the Seller and completed its acquisition of the Seller through its issuance of sixty shares of the Company’s Preferred Series B stocks, and twenty-five thousand dollars’ worth of ($25,000) Promissory Note. Said Promissory Note will not carry any interest and matures one year from the date of the closing of this Transaction. The entry into the Asset Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on January 19, 2015. In accordance with the terms of the Agreement, the Seller shall validly and effectively grant, sell, convey, assign, transfer and deliver to FTA, upon and subject to the terms and conditions of this Agreement, all of the Seller’s right, title and interest in and to (i) the business as a going concern, and (ii) certain of the Seller’s assets set forth in the Agreement, properties and rights constituting the business or used in the business, which are described in this Agreement, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (iii) all of the Seller’s rights, title and interest in the name “Cellular of Miami Beach, Inc.,” or any derivative thereof. Security Registration On February 12, 2015, we filed a Form S-1 Registration Statement with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement on Form S-1 registered an aggregate of 1,387,500 shares. This registration is not yet effective. Incorporation Of Subsidiary On February 2, 2015, we incorporated a wholly-owned subsidiary with name of Glophone International in the State of Florida, USA. Mr. Abraham Dominguez Cinta is appointed as the Director and President of the Subsidiary. Mr. Eduardo Paz is appointed as the Secretary of the Subsidiary. Operating Lease Agreement On March 2, 2015, Glophone International entered an operating lease agreement with Galio LLC. Galio is in the business of mobile retail and wholesale. Galio shall become an operating unit of Glophone International. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 3 - Cash and Cash Equivalents | For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. As of June 30, 2015 and December 31, 2014, the Company has recorded cash of $4,328 and $15,394, respectively. |
Receivables
Receivables | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 4 - Receivables | Receivables consist principally of amounts due from customer credit card transactions. We had $41,275 and $0 receivables as of June 30, 2015 and December 31, 2014. |
Merchandise Inventories
Merchandise Inventories | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 5 - Merchandise Inventories | Merchandise inventories are recorded using first-in-first-out. In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories to our retail stores are expensed as incurred and included in cost of goods sold. Our inventory valuation reflects adjustments for anticipated physical inventory losses (e.g., theft) that have occurred since the last physical inventory. Physical inventory counts are taken on a regular basis to ensure that the inventory reported in our consolidated financial statements is properly stated. The Company had $22,830 worth of merchandise inventories as of June 30, 2015. |
Liabilities
Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 7 - Liabilities | Accounts payables primarily consists of payables to customers who purchase phone top-up minutes from us. We usually pay off within one or two days of the transactions. Accrued expenses primarily consist of accrued compensation to Company officer/director. |
Notes and Debt
Notes and Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | ||
Note 8 - Notes and Debt | On January 20, 2015, the Company entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of FTA and completed its acquisition of FTA through its issuance of sixty shares of the CompanyÂ’s Preferred Series B stock, and a twenty-five thousand dollar ($25,000) Promissory Note. Said Promissory Note carries 0% interest and matures one year from the date of the closing of this Transaction. FTA issued a series debt to Company officers/directors for their cash contributions to the Company. On February 2, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Roger Ng for cash advances. On February 18, 2015, FTA issued debt with principle amount of $1,200, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 9, 2015, FTA issued debt with principle amount of $400, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 20, 2015, FTA issued debt with principle amount of $1,000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. On March 31, 2015, FTA issued debt with principle amount of $999, at 6% interest rate, maturing in one year to Abraham Cinta for cash advances. On June 24, 2015, FTA issued debt with principle amount of $1000, at 6% interest rate, maturing in one year to Benedict Chen for cash advances. | 8% Convertible Debenture 8% Convertible Debenture 8% Convertible Debenture 8% Convertible Debenture 8% Convertible Debenture |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 9 - Revenue Recognition | The Company generates revenue principally from the sale of electronic products accessories, including mobile phones, selfie-sticks and smart watches and providing of internet services. The Company sells its products through retail, wholesale and online store. We recognize revenue when the sales price is fixed or determinable, collection is reasonably assured and the customer takes possession of the merchandise, or in the case of services, the service has been provided. Revenue is recognized for store sales when the customer receives and pays for the merchandise. For online sales, we defer revenue and the related product costs for shipments that are in-transit to the customer and recognize revenue at the time the customer receives the product. Online customers typically receive goods within a few days of shipment. Revenue from merchandise sales and services is reported net of sales returns. We recognized revenue of $136,328 and $0 during the six month period ended June 30, 2015 and 2014, respectively. |
Cost of Goods Sold
Cost of Goods Sold | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 10 - Cost of Goods Sold | Cost of goods sold consists primarily of costs related to products sold to customers. It includes manufacturing costs and shipping costs. Cost of goods sold for the six month period ended June 30, 2015 and 2014 is $56,038 and $0, respectively. |
General and Administrative Expe
General and Administrative Expenses | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 11 - General and Administrative Expenses | General and administrative expenses consist of sales related cost, which include postage and delivery, as well as the costs of professional services, office supplies and other administrative expenses. We expect our general and administrative expense to increase in absolute dollars due to the anticipated growth of our business and related infrastructure as well as accounting, insurance, investor relations and other costs related to being a public company. The Company recorded $152,687 and $46,048 general and administrative expenses for the six month period ended June 30, 2015 and 2014, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 12 - Fair Value of Financial Instruments | Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2014, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses, derivative liability, and notes payable approximate the fair value because of their short maturities. We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2015: Fair Value of Financial Instruments Total (Level 1) (Level 2) (Level 3) Assets $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative Liability $ 216,223 $ - $ - $ 216,223 Total liabilities measured at fair value $ 216,223 $ - $ - $ 216,223 For purpose of determining the fair market value of the derivative liability for the warrants, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuation of the derivative are as follows: Risk free interest rate 0.46 % Stock volatility factor 37.06 % Months to Maturity 18 Months Expected dividend yield None b. For recurring fair value measurements categorized within Level 3 of the fair value hierarchy, a reconciliation from the opening balances to the closing balances, disclosing separately changes during the period attributable to the following: Total gains or losses for the period recognized in earnings, and the line item(s) in the income statement in which those gains or losses are recognized.: Beginning balance as of January 1, 2014 $ 268,403 Fair value of derivative liabilities issued 0 Net Loss/Gain on change in derivative liability (52,180 ) Ending balance as of June 30, 2015 $ 216,223 |
Subsidiary
Subsidiary | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Note 18 - Subsidiary | Acquisition of Cellular of Miami Beach, Inc. On January 20, 2015, FTA entered into an Asset Purchase Agreement with Roger Ng, the owner of all of the issued and outstanding shares of capital stock of the Seller and completed its acquisition of the Seller through its issuance of sixty shares of the Company’s Preferred Series B stocks, and twenty-five thousand dollars’ worth of ($25,000) Promissory Note. Said Promissory Note will not carry any interest and matures one year from the date of the closing of this Transaction. The entry into the Asset Purchase Agreement was approved by Unanimous Written Consent of the Board of Directors of the Company without a meeting on January 19, 2015. In accordance with the terms of the Agreement, the Seller shall validly and effectively grant, sell, convey, assign, transfer and deliver to FTA, upon and subject to the terms and conditions of this Agreement, all of the Seller’s right, title and interest in and to (i) the business as a going concern, and (ii) certain of the Seller’s assets set forth in the Agreement, properties and rights constituting the business or used in the business, which are described in this Agreement, free and clear of all liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, and (iii) all of the Seller’s rights, title and interest in the name “Cellular of Miami Beach, Inc.,” or any derivative thereof. Incorporation Of Subsidiary On February 2, 2015, we incorporated a wholly-owned subsidiary with name of Glophone International in the State of Florida, USA. Mr. Abraham Dominguez Cinta is appointed as the Director and President of the Subsidiary. Mr. Eduardo Paz is appointed as the Secretary of the Subsidiary. |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Policies | ||
Organization | Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. Currently, the Company provides technology devices, accessories and internet services in the United States of America. The products are sold through online and offline retailors, wholesale distributors. Internet technology services include full unit testing, framework design, development, implementation, and testing to internet services companies. The Company has wholly-owned subsidiaries in Miami, Florida, USA. The Company changed its name to Go Ez Corporation on May 7, 2014. | Go Ez Corporation (“the Company”) was incorporated on October 24, 1979 as E.R.C. Energy Recovery Corporation in the State of Delaware for the purpose of providing accounting, personnel recruiting and general business consulting. The Company changed its name to Go Ez Corporation on May 7, 2014. The Company acquired 70% of Federal Technology Agency, Inc. on December 22, 2014. |
Condensed Consolidated Financial Statements | The accompanying financial statements have been prepared by the Company without audit. In the opinionof management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2015 and 2014 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the CompanyÂ’s June 30, 2014 audited financial statements. The results of operations for the three months ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year. | |
Principles of Consolidation | The consolidated financial statements for June 30, 2015 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for June 30, 2015 include the accounts of Go Ez Corporation, Federal Technology Agency, Inc.(“FTA”), of which Go Ez Corporation owns 70%, and Glophone International Inc., a wholly-owned subsidiary of Go Ez Corporation. All significant intercompany balances and transactions have been eliminated. | The consolidated financial statements for December 31, 2014 do not include the accounts of Evotech Capital S.A., the largest shareholder of the Company. Evotech is the investor acquiring 73% voting equity of the company, which is recognized as a change of control. The sale of common stocks was recorded at cost. The consolidated financial statements for December 31, 2013 include the accounts of Go Ez Corporation and Federal Technology Agency, Inc., of which Go Ez Corporation owns 70%. All significant intercompany balances and transactions have been eliminated. |
Development Stage | The Company discontinued its operations in 1989 and was considered to be a Development Stage Company up through December 22, 2014 when it acquired 70% of the operations of Federal Technology Agency, Inc. | |
Cash and Cash Equivalents | The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. | |
Property and Equipment | Property and equipment are recorded at cost, less accumulated depreciation. Depreciation on property and equipment is determined using the straight-line method over the estimated useful lives of the assets which range from three to seven years. Expenditures for maintenance and repairs are expensed when incurred. | |
Fair Value of Financial Instruments | The Company estimates that the fair value of all financial instruments does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets because of the short-term maturity of these financial instruments. | |
Income Taxes | The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. The Company has no tax positions at December 31, 2014 and 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2014 and 2013, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2014 or 2013. All tax years starting with 2010 are open for examination. | |
Revenue Recognition | The CompanyÂ’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 605 based on the following criteria: Persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. | |
Allowance for Doubtful Accounts | The Company establishes an allowance for doubtful accounts to ensure accounts receivables are not overstated due to uncollectability. Bad debt reserves are maintained based on a variety of factors, including the length of time receivables are past due and a detailed review of certain individual customer accounts. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The allowance for doubtful accounts at December 31, 2014 and 2013 is $700 and $-0-, respectively. | |
Reclassification | The financial statements for periods prior to June 30, 2015 have been reclassified to conform to the headings and classifications used in the June 30, 2015 financial statements. | Certain amounts in prior-period financial statements have been reclassified for comparative purposes to conform to presentation in the current-period financial statements. |
Loss Per Share | The Company computes loss per share in accordance with Accounting Standards Codification (“ASC”) Topic No. 260, Earnings Per Share, which requires the Company to present basic and dilutive loss per share when the effect is dilutive. | |
Accounting Estimates | The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management. | The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management. |
Recently Enacted Accounting Standards | The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Recent Accounting Standards Updates (“ASU”) through ASU No. 2015-1 contains technical corrections to existing guidance or affects guidance to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments, requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2014, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses, derivative liability, and notes payable approximate the fair value because of their short maturities. We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2014: Fair Value of Financial Instruments Total (Level 1) (Level 2) (Level 3) Assets $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative Liability $ 268,403 $ - $ - $ 268,403 Total liabilities measured at fair value $ 268,403 $ - $ - $ 268,403 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies Tables | ||
Fair Value of Financial Instruments | Total (Level 1) (Level 2) (Level 3) Assets $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative Liability $ 216,223 $ - $ - $ 216,223 Total liabilities measured at fair value $ 216,223 $ - $ - $ 216,223 | Total (Level 1) (Level 2) (Level 3) Assets $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative Liability $ 268,403 $ - $ - $ 268,403 Total liabilities measured at fair value $ 268,403 $ - $ - $ 268,403 |
FURNITURE AND EQUIPMENT (Tables
FURNITURE AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Furniture And Equipment Tables | ||
Furniture and equipment | 2015 2014 Furniture and Equipment $ 16,369 $ 11,218 Less: Accumulated Depreciation (2,211 ) (745 ) Net Property and Equipment $ 14,157 $ 10,474 | Furniture and equipment consists of the following as of December 31: Year Ended December 31, 2014 2013 Furniture and Fixtures $ 11,218 $ 0 Less: Accumulated Depreciation (745 ) (0 ) Net Property and Equipment $ 10,474 $ 0 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Shareholders Equity Tables | |
Summary of outstanding warrants | A summary of the status of our outstanding warrants as of December 31, 2014 and December 31, 2013 and changes during the periods then ended is presented below: 12/31/2014 12/31/2013 Number of Warrants Weighted average exercise price Number of Warrants Weighted average exercise price Outstanding, beginning of the period - $ - - $ - Granted 180,106 0.2 - - Exercised - - - - Expired - - - - Outstanding, end of the period 180,106 $ 1.97 - - Exercisable at the end of the period 180,106 $ 1.97 - - Weighted average fair value of options granted during the period $ - $ - |
Summary range outstanding exercisable | The following table summarizes the range of outstanding and exercisable options as of December 31, 2014: Range of Exercise prices Number Outstanding at December 31, 2014 Weighted average Life Remaining (years) Exercise price Number Exercisable at December 31, 2014 Weighted average Life Remaining (years) $ 0.20 30,018 2.31 $ 0.20 30,018 2.31 $ 2.32 150,088 1.98 $ 2.32 150,088 1.98 180,106 180,106 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Loss Per Share Tables | ||
LOSS PER SHARE | For the Three Months Ended June 30, 2015 For the Three Months Ended June 30, 2014 For the Six Months Ended June 30, 2015 For the Six Months Ended June 30, 2014 Loss available to common shareholders (numerator) $ (455,776) $ 22,561 $ (240,515,187) $ 6,855 Weighted average number of common shares outstanding used in loss per share for the period (denominator) 1,586,592 1,049,519 1,543,972 710,741 LOSS PER COMMON SHARE $ (0.29) $ 0.02 $ (155.78) $ (0.01) | The following data show the amounts used in computing loss per share for the periods presented: For the Year Ended December 31, 2014 For the Year Ended December 31, 2013 Loss available to common shareholders (numerator) $ (20,914,263 ) $ (64,046 ) Weighted average number of common shares outstanding during the period used in loss per share (denominator) 1,038,755 368,200 Loss per share (20.13 ) (0.17 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes Tables | |
Net deferred tax assets | Net deferred tax assets consist of the following components as of December 31, 2014, and 2013: 2014 2013 Deferred tax assets: NOL Carryover $ 17,100 $ 85,985 Related Party Accruals 600 14,001 Deferred tax liabilities Depreciation (300 ) - Valuation allowance (17,400 ) (99,986 ) Net deferred tax asset $ - $ - |
Income tax provision | The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from operations for the years ended December 31, 2014 and 2013 due to the following: 2014 2013 Book Income $ (8,157,500 ) $ (26,199 ) Related Party Accruals (17,400 ) - Contributed Services 15,805 11,602 Other Nondeductible Expenses 8,157,927 - State Taxes (200 ) - Valuation allowance 1,368 14,597 $ - $ - |
BUSINESS ACQUISTIONS (Tables)
BUSINESS ACQUISTIONS (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Business Acquistions Tables | |
BUSINESS ACQUISTIONS | The following unaudited pro forma condensed combined statement of operations reflects the results of operations of Go Ez Corporation for the twelve months ended December 31, 2013 as if acquisition of FTA had occurred on January 1, 2013. Go Ez Corporation and Subsidiary Pro Forma Condensed Combined Statements of Operations For the Twelve Months Ended December 31, 2014 (Unaudited) Historical Statements Federal Pro Forma Go Ez Technology Pro Forma Condensed Corporation Agency, Inc. Adjustments Combined Services revenue $ - $ 218,550 $ - $ 218,550 Operating expenses 349,010 234,452 - 583,462 Loss from Operations (349,010 ) (15,902 ) - (364,912 ) Other income (expense) (30,204 ) - (20,528,935 ) (20,559,139 ) Net loss $ (379,214 ) $ (15,902 ) $ (20,528,935 ) $ (20,924,051 ) Go Ez Corporation (formerly E.R.C Energy Recovery Corporation) and Subsidiary Pro Forma Condensed Combined Statements of Operations For the Twelve Months Ended December 31, 2013 (Unaudited) Historical Statements Federal Pro Forma Go Ez Technology Pro Forma Condensed Corporation Agency, Inc. Adjustments Combined Services revenue $ - $ - $ - $ - Operating expenses 73,637 823 - 74,460 Loss from Operations (73,637 ) (823 ) - (74,460 ) Other income (expense) 9,591 - - 9,591 Net loss $ (64,046 ) $ (823 ) $ - $ (64,869 ) |
Fair Value of Financial Instr37
Fair Value of Financial Instruments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value Of Financial Instruments Tables | ||
Fair Value of Financial Instruments | Total (Level 1) (Level 2) (Level 3) Assets $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative Liability $ 216,223 $ - $ - $ 216,223 Total liabilities measured at fair value $ 216,223 $ - $ - $ 216,223 | Total (Level 1) (Level 2) (Level 3) Assets $ - $ - $ - $ - Total assets measured at fair value $ - $ - $ - $ - Liabilities Derivative Liability $ 268,403 $ - $ - $ 268,403 Total liabilities measured at fair value $ 268,403 $ - $ - $ 268,403 |
Fair value of the derivative liability | Risk free interest rate 0.46 % Stock volatility factor 37.06 % Months to Maturity 18 Months Expected dividend yield None | |
For recurring fair value measurements | Beginning balance as of January 1, 2014 $ 268,403 Fair value of derivative liabilities issued 0 Net Loss/Gain on change in derivative liability (52,180 ) Ending balance as of June 30, 2015 $ 216,223 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash And Cash Equivalents Details Narrative | |||
Cash | $ 4,328 | $ 15,394 |
SUMMARY OF SIGNIFICANT ACCOUN39
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | $ 216,223 | $ 268,403 |
Total liabilities measured at fair value | $ 216,223 | $ 268,403 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | $ 216,223 | $ 268,403 |
Total liabilities measured at fair value | $ 216,223 | $ 268,403 |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Estimated useful lives | three to seven years | |
Allowance for doubtful accounts | $ 700 | $ 0 |
FURNITURE AND EQUIPMENT (Detail
FURNITURE AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Furniture And Equipment Details | |||
Furniture and Fixtures | $ 16,369 | $ 11,218 | $ 0 |
Less:Accumulated Depreciation | (2,211) | (745) | 0 |
Net Property and Equipment | $ 14,158 | $ 10,474 | $ 0 |
FURNITURE AND EQUIPMENT (Deta42
FURNITURE AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Furniture And Equipment Details Narrative | ||||||
Depreciation Expense | $ 763 | $ 1,411 | $ 60 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) - 3 months ended Dec. 31, 2014 - USD ($) | Total |
On July 1, 2014 [Member] | |
8% Convertible Debenture | |
Preferred stock to extinguish debt | 81 |
Accrued interest converted preferred stock | $ 80,266 |
On July 1, 2014 One [Member] | |
8% Convertible Debenture | |
Preferred stock to extinguish debt | 2 |
Accrued interest converted preferred stock | $ 1,035 |
On October 1, 2014 [Member] | |
8% Convertible Debenture | |
Preferred stock to extinguish debt | 17 |
Accrued interest converted preferred stock | $ 16,489 |
On October 1, 2014 One [Member] | |
8% Convertible Debenture | |
Preferred stock to extinguish debt | 1 |
Accrued interest converted preferred stock | $ 537 |
On November 17, 2014 One [Member] | |
8% Convertible Debenture | |
Preferred stock to extinguish debt | 5 |
Accrued interest converted preferred stock | $ 4,410 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Warrants | ||
Shares outstanding, Beginning | ||
Granted | 180,106 | |
Exercised | ||
Expired | ||
Shares outstanding, Ending | 180,106 | |
Shares outstanding exercisable | 180,106 | |
Weighted Average Exercise Price | ||
Weighted average exercise price of share outstanding, Beginning | ||
Granted | $ 0.2 | |
Exercised | ||
Expired | ||
Weighted average exercise price of share outstanding, Ending | $ 1.97 | |
Weighted average exercise price of share exercisable | $ 1.97 | |
Weighted average fair value of options granted during the period |
SHAREHOLDERS' EQUITY (Details 1
SHAREHOLDERS' EQUITY (Details 1) - Dec. 31, 2014 - $ / shares | Total |
Number of Outstanding [Member] | |
Number of Shares Outstanding | 180,106 |
Number of Outstanding [Member] | Range of Exercise 0.20 [Member] | |
Number of Shares Outstanding | 30,018 |
Weighted Average Remaining Contractual Life (years) | 2 years 3 months 22 days |
Weighted Average Exercise Price | $ 0.20 |
Number of Outstanding [Member] | Range of Exercise 2.32 [Member] | |
Number of Shares Outstanding | 150,088 |
Weighted Average Remaining Contractual Life (years) | 1 year 11 months 23 days |
Weighted Average Exercise Price | $ 2.32 |
Number of Exercisable [Member] | |
Number of Shares Outstanding | 180,106 |
Number of Exercisable [Member] | Range of Exercise 0.20 [Member] | |
Number of Shares Outstanding | 30,018 |
Weighted Average Remaining Contractual Life (years) | 2 years 3 months 22 days |
Weighted Average Exercise Price | $ 0.20 |
Number of Exercisable [Member] | Range of Exercise 2.32 [Member] | |
Number of Shares Outstanding | 150,088 |
Weighted Average Remaining Contractual Life (years) | 1 year 11 months 23 days |
Weighted Average Exercise Price | $ 2.32 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred stock authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock authorized | 800,000,000 | 800,000,000 | 800,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock issuance for compensation, Amount | $ 270,000 | |||||
Non-cash contributed services | $ 7,500 | $ 20,150 | 12,650 | $ 40,525 | ||
Payments amounted | 99,726 | 1,527 | ||||
Advances from related party | $ 19,672 | $ 19,672 | $ 1,600 | 103,412 | ||
Accrued interest - related party | $ 46,135 | |||||
Accrued compensation | $ 22,500 | $ 22,500 | ||||
Payments on advances payable to related party | 72,478,947 | |||||
Owed to related party | $ 99,077 | $ 99,077 | $ 1,600 | |||
Officers And Directors [Member] | ||||||
Stock issuance for compensation, Shares | 67,500 | 67,500 | ||||
Stock issuance for compensation, Amount | $ 270,000 | $ 270,000 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss Per Share Details | ||||||
Loss available to common shareholders (numerator) | $ (455,776) | $ 22,561 | $ (240,515,187) | $ 6,855 | $ (20,914,263) | $ (64,046) |
Weighted average number of common shares outstanding during the period used in loss per share (denominator) | 1,586,592 | 1,049,519 | 1,543,972 | 710,741 | 1,038,755 | 368,200 |
Loss per share | $ (0.29) | $ 0.02 | $ (155.78) | $ 0.01 | $ (20.13) | $ (0.17) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
NOL Carryover | $ 17,100 | $ 85,985 |
Related Party Accruals | 600 | $ 14,001 |
Deferred tax liabilities | ||
Depreciation | (300) | |
Valuation allowance | $ (17,400) | $ (99,986) |
Net deferred tax asset |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes Details 1 | ||||||
Book Income | $ (8,157,500) | $ (26,199) | ||||
Related Party Accruals | (17,400) | |||||
Contributed Services | 15,805 | $ 11,602 | ||||
Other Nondeductible Expenses | 8,157,927 | |||||
State Taxes | (200) | |||||
Valuation allowance | $ 1,368 | $ 14,597 | ||||
Total | $ (800) | $ (800) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - Dec. 31, 2014 - USD ($) | Total |
Income Taxes Details Narrative | |
Net operating loss carryforwards | $ 44,000 |
Net operating loss carryforwards, expiration date | 2015 through 2034 |
BUSINESS ACQUISTIONS (Details)
BUSINESS ACQUISTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses | $ 540,320 | $ 53,777 | $ 630,281 | $ 66,566 | $ 357,746 | $ 73,637 |
Other income (expense) | $ 43,634 | $ 75,971 | $ (239,956,459) | $ 73,421 | $ (20,559,139) | $ 9,591 |
Go Ez Corporation [Member] | ||||||
Services revenue | ||||||
Operating expenses | $ 349,010 | $ 73,637 | ||||
Loss from Operations | (349,010) | (73,637) | ||||
Other income (expense) | (30,204) | 9,591 | ||||
Net loss | (379,214) | $ (64,046) | ||||
Federal Technology Agency Inc [Member] | ||||||
Services revenue | 218,550 | |||||
Operating expenses | 234,452 | $ 823 | ||||
Loss from Operations | $ (15,902) | $ (823) | ||||
Other income (expense) | ||||||
Net loss | $ (15,902) | $ (823) | ||||
Pro Forma Adjustments [Member] | ||||||
Services revenue | ||||||
Operating expenses | ||||||
Loss from Operations | ||||||
Other income (expense) | $ (20,528,935) | |||||
Net loss | (20,528,935) | |||||
Pro Forma Condensed Combined [Member] | ||||||
Services revenue | 218,550 | |||||
Operating expenses | 583,462 | $ 74,460 | ||||
Loss from Operations | (364,912) | (74,460) | ||||
Other income (expense) | (20,559,139) | 9,591 | ||||
Net loss | $ (20,924,051) | $ (64,869) |
Receivables (Details Narrative)
Receivables (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Receivables Details Narrative | ||
Accounts Receivable, net | $ 41,275 |
Merchandise Inventories (Detail
Merchandise Inventories (Details Narrative) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Merchandise Inventories Details Narrative | ||
Inventory | $ 22,830 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue Recognition Details Narrative | ||||||
Revenue | $ 77,363 | $ 136,328 |
Cost of Goods Sold (Details Nar
Cost of Goods Sold (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Cost Of Goods Sold Details Narrative | ||||
Cost of goods sold | $ 24,284 | $ 56,038 |
General and Administrative Ex57
General and Administrative Expenses (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
General And Administrative Expenses Details Narrative | ||
General and administrative expenses | $ 152,687 | $ 46,048 |
Fair Value of Financial Instr58
Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | $ 216,223 | $ 268,403 |
Total liabilities measured at fair value | $ 216,223 | $ 268,403 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Total assets measured at fair value | ||
Liabilities | ||
Derivative Liability | $ 216,223 | $ 268,403 |
Total liabilities measured at fair value | $ 216,223 | $ 268,403 |
Fair Value of Financial Instr59
Fair Value of Financial Instruments (Details 1) - 6 months ended Jun. 30, 2015 | Total |
Fair Value Of Financial Instruments Details 1 | |
Risk free interest rate | 0.46% |
Stock volatility factor | 37.06% |
Months to Maturity | 18 months |
Expected dividend yield |
Fair Value of Financial Instr60
Fair Value of Financial Instruments (Details 2) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value Of Financial Instruments Details 2 | |
Beginning balance as of January 1, 2014 | $ 268,403 |
Fair value of derivative liabilities issued | |
Net Loss/Gain on change in derivative liability | $ (52,180) |
Ending balance as of June 30, 2015 | $ 216,223 |
Other Income (Expense) (Details
Other Income (Expense) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Income Expense Details Narrative | ||||||
Loss on Acquisition | $ 240,007,725 | $ 20,517,084 |