Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Jul. 17, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Fuse Medical, Inc. | ' |
Entity Central Index Key | '0000319016 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
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 | ' | 4,001,280 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $658,701 | $12,339 |
Accounts receivable | 110,082 | 147,987 |
Accounts receivable - related parties | 2,538 | 2,538 |
Inventories | 306,831 | 243,115 |
Advances to Golf Rounds.com, Inc. | 95,000 | 95,000 |
Prepaid expenses and other receivables | 5,622 | 370 |
Other receivables - related parties | 1,203 | 32,382 |
Total current assets | 1,179,977 | 533,731 |
Property and equipment, net | 45,749 | 1,287 |
Security deposit | 2,489 | ' |
Total assets | 1,228,215 | 535,018 |
Current liabilities: | ' | ' |
Accounts payable | 196,597 | 161,143 |
Accounts payable - related parties | 53,956 | 48,339 |
Accrued expenses | 9,829 | 63,400 |
Line of credit | 100,000 | 100,000 |
Total current liabilities | 360,382 | 372,882 |
Notes payable | 247,801 | ' |
Notes payable - related parties | 652,776 | 60,000 |
Total liabilities | 1,260,959 | 432,882 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.01 par value; 20,000,000 shares authorized, zero shares issued and outstanding | ' | ' |
Common stock, $0.01 par value; 500,000,000 shares authorized, 3,600,000 issued and outstanding | 36,000 | 36,000 |
Additional paid-in capital | 79,600 | 79,600 |
Subscriptions receivable (81,972 shares) | -500 | -500 |
Accumulated deficit | -147,844 | -12,964 |
Total stockholders' equity (deficit) | -32,744 | 102,136 |
Total liabilities and stockholders' equity (deficit) | $1,228,215 | $535,018 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Condensed Consolidated Balance Sheets Parenthetical | ' | ' |
Preferred Stock Par Value (In US Dollars) | $0.01 | $0.01 |
Preferred Stock Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Common Stock Par Value (In US Dollars) | $0.01 | $0.01 |
Common Stock Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock Shares Issued | 3,600,000 | 3,600,000 |
Common Stock Shares Outstanding | 3,600,000 | 3,600,000 |
Subscriptions receivable, shares | 81,972 | 81,972 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Condensed Consolidated Statements Of Operations | ' | ' |
Revenues | $161,563 | $311,558 |
Cost of revenues | 58,823 | 60,130 |
Gross profit | 102,740 | 251,428 |
Operating expenses: | ' | ' |
General, administrative and other | 218,931 | 58,016 |
Total operating expenses | 218,931 | 58,016 |
Operating income (loss) | -116,191 | 193,412 |
Other income (expense): | ' | ' |
Interest income | 703 | ' |
Interest expense | -10,392 | -238 |
Total other income (expense) | -9,689 | -238 |
Net income (loss) | ($125,880) | $193,174 |
Net income (loss) per common share - basic and diluted | ($0.04) | $0.07 |
Weighted average number of common shares outstanding - basic and diluted | 3,518,028 | 2,621,292 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (USD $) | Common Stock | Additional Paid-In Capital | Subscriptions Receivable | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2013 | $36,000 | $79,600 | ($500) | ($12,964) | $102,136 |
Beginning Balance, Shares at Dec. 31, 2013 | 3,600,000 | ' | ' | ' | ' |
Distributions | ' | ' | ' | -9,000 | 9,000 |
Net loss | ' | ' | ' | -125,880 | -125,880 |
Ending Balance, Amount at Mar. 31, 2014 | $36,000 | $79,600 | ($500) | ($147,844) | ($32,744) |
Ending Balance, Shares at Mar. 31, 2014 | 3,600,000 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($125,880) | $193,174 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation | 2,037 | 56 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 37,905 | 81,329 |
Inventories | -63,716 | -85,995 |
Prepaid expenses and other receivables | -5,252 | ' |
Security deposit | -2,489 | ' |
Accounts payable | 35,454 | 26,478 |
Accounts payable - related parties | 5,617 | 1,550 |
Accrued expenses | -53,571 | ' |
Net cash provided by (used in) operating activities | -169,895 | 216,592 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -46,499 | -1,011 |
Net cash used in investing activities | -46,499 | -1,011 |
Cash flows from financing activities: | ' | ' |
Proceeds from line of credit, net | ' | -25,000 |
Advances to related parties | -13,049 | ' |
Repayments received from related parties | 44,228 | ' |
Proceeds from issuance of promissory notes | 247,801 | ' |
Proceeds from issuance of promissory notes to related parties | 592,776 | ' |
Capital contributions received | ' | 4,200 |
Distributions | -9,000 | -31,222 |
Net cash provided by (used in) financing activities | 862,756 | -52,022 |
Net increase in cash and cash equivalents | 646,362 | 163,559 |
Cash and cash equivalents - beginning of period | 12,339 | 100,029 |
Cash and cash equivalents - end of period | 658,701 | 263,588 |
Supplemental disclosure of cash flow information: | ' | ' |
Interest paid | $563 | $238 |
Nature_of_Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2014 | |
Nature Of Operations | ' |
Note 1. Nature of Operations | ' |
Overview | |
Golf Rounds.com, Inc. (the “Company”) was incorporated in 1968 as a Delaware corporation, which is also authorized to conduct business in New Jersey and Georgia. On December 18, 2013, Fuse Medical, LLC entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Golf Rounds.com, Inc. (the “Registrant”), Project Fuse LLC (a wholly-owned subsidiary of Golf Rounds.com, Inc.) (“Merger Sub”), and D. Alan Meeker, solely in his capacity as the representative of the members of Fuse Medical, LLC (the “Representative”). On May 28, 2014, the transactions contemplated by the Merger Agreement closed wherein Merger Sub merged with and into Fuse Medical, LLC, with Fuse Medical, LLC surviving as a wholly-owned subsidiary of Golf Rounds.com, Inc. (the “Merger”). | |
Effective as of May 28, 2014, prior to the consummation of the Merger, Golf Rounds.com, Inc. amended its certificate of incorporation to: (i) change its name from “GolfRounds.com, Inc.” to “Fuse Medical, Inc.”, (ii) increase its authorized capital stock from 12,000,000 shares of common stock to 500,000,000 shares of common stock and from zero shares of preferred stock to 20,000,000 shares of preferred stock, and to expressly authorize its board of directors to issue shares of the preferred stock, in one or more series, and to fix for each such series the voting powers, designations, preferences, or other special rights and the qualifications, limitations or restrictions, and (iii) effect a 14.62 to 1 reverse stock split (the “Reverse Stock Split”) whereby every 14.62 issued and outstanding shares of its common stock automatically converted into one share of common stock, subject to the treatment of fractional share interests. All references to shares of common stock of the Company herein are discussed on a post-Reverse Stock Split basis. | |
All of the units reflecting membership interests in Fuse Medical, LLC that were issued and outstanding immediately prior to the effective time of the Merger were cancelled and converted into 3,600,000 shares of Fuse Medical, Inc.’s common stock (on a post-Reverse Stock Split basis), representing 90% of the Registrant’s issued and outstanding common stock after giving effect to the Merger (the “Merger Consideration”). The Merger Consideration will be allocated among the members of Fuse Medical, LLC immediately prior to the effective time of the Merger (the “Holders”) in accordance with Fuse Medical’s limited liability company operating agreement. | |
The merger has been accounted for as a “reverse merger” and recapitalization since, immediately following the completion of the transaction, Fuse Medical, LLC has effective control of Fuse Medical, Inc. through the Holder’s 90% fully diluted stockholder interest in the consolidated entity. In addition, Fuse Medical, LLC has control of the consolidated entity through control of a substantial proportion of the Board by designating six of the seven board seats. Additionally, all of Fuse Medical LLC’s senior executive positions are continuing on as management of the consolidated entity after consummation of the Merger. For accounting purposes, Fuse Medical, LLC will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Fuse Medical, LLC. Accordingly, Fuse Medical LLC’s assets, liabilities and results of operations have become the historical financial statements of the registrant, and Golf Rounds.com’s assets, liabilities and results of operations will be consolidated with Fuse Medical effective as of May 28, 2014, the date of the closing of the Merger. No step-up in basis or intangible assets or goodwill will be recorded in this transaction. Reverse merger accounting is a recapitalization of an entity which requires the financial statements to be presented of the accounting acquirer (Fuse Medical, LLC) for periods before and after the reverse merger on a recapitalized basis. Moreover, the financial statements shall include the accounting acquiree (Golf Rounds.com, Inc.) commencing on the date of the merger (May 28, 2014). The financial statements herein are presented on that basis. | |
Fuse Medical is a physician-partnered company and national distributor that provides diversified healthcare products and supplies, including biologics and bone substitute materials, while striving to document cost savings and clinical outcomes to its manufacturers, physicians, health insurers and medical facility partners. Fuse Medical, LLC has entered into partnership arrangements with physicians in order to distribute its products. | |
Basis of Presentation | |
The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. | |
The condensed consolidated balance sheet information as of December 31, 2013 is currently unaudited, but shall be audited as part of the audited consolidated financial statements that will be included in the Company’s Report on Form 10-K/T that is due to be filed with the Securities and Exchange Commission on or before August 26, 2014. These condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended August 31, 2013 and notes thereto included in the Company’s Report on the Form 8-K filed on May 29, 2014. | |
The results of operations for the three months ended March 31, 2014 and 2013 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | ||
Mar. 31, 2014 | |||
Significant Accounting Policies | ' | ||
Note 2. Significant Accounting Policies | ' | ||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of Fuse Medical, LLC, and its wholly-owned subsidiaries. Collectively, the entities are referred to as “the Company” or “Fuse Medical”. Intercompany transactions have been eliminated in consolidation. | |||
Use of Estimates | |||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts and other receivables, valuation of notes receivable, valuation of inventories, the estimates of depreciable lives and valuation of property and equipment, and the valuation allowance on deferred tax assets. | |||
Earnings (Loss) Per Share | |||
The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is similar to basic EPS, but includes the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. | |||
Loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share is the same for all periods presented with a net loss because all potentially dilutive securities outstanding are anti-dilutive. | |||
For the three months ended March 31, 2014 and 2013, there were no potential dilutive securities. | |||
Fair Value Measurements | |||
Fair value is 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. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: | |||
Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; | |||
Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and | |||
Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. | |||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | |||
Property and Equipment | |||
Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets per the following table. | |||
Category | Amortization Period | ||
Computer equipment | 3 years | ||
Furniture and fixtures | 5 years | ||
Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation and amortization are removed and a gain or loss is recorded in the consolidated statements of operations. Repairs and maintenance costs are expensed in the period incurred. | |||
Recent Accounting Pronouncements | |||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. | |||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements” (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014, and interim periods within those years. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition. | |||
We have implemented all new accounting standards that are in effect and that may impact our consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations. | |||
Advances_to_Golf_Roundscom_Inc
Advances to Golf Rounds.com, Inc. | 3 Months Ended |
Mar. 31, 2014 | |
Advances To Golf Rounds.Com Inc. | ' |
Note 3. Advances to Golf Rounds.com, Inc. | ' |
On October 18, 2013, the Company advanced $39,000 to Golf Rounds.com, Inc., a publicly-held company, in exchange for a six-month promissory note receivable due April 15, 2014. On November 4, 2013, the Company advanced an additional $24,000 to Golf Rounds.com, Inc. in exchange for a six-month promissory note receivable due May 5, 2014. On December 26, 2013, the Company advanced an additional $32,000 to Golf Rounds.com, Inc. in exchange for a six-month promissory note receivable due June 26, 2014. The advances were unsecured, required interest at a rate of 3.0% per annum and would have required payment of principal and interest at maturity. On April 1, 2014, the advances maturing April 15, 2014 and May 5, 2014 were amended whereby the maturity date was extended to June 26, 2014. On May 28, 2014, as a result of the closing of the Merger, these advances became part of the consideration to acquire Golf Rounds.com, Inc. (See Notes 1 and 12). | |
During the three months ended March 31, 2014, interest income of $703 was recognized on these advances. As of March 31, 2014, accrued interest receivable was $1,073, which is included in prepaid expenses and other receivables on the accompanying condensed consolidated balance sheet. |
Other_Receivable_Related_Parti
Other Receivable - Related Parties | 3 Months Ended |
Mar. 31, 2014 | |
Other Receivable - Related Parties | ' |
Note 4. Other Receivable - Related Parties | ' |
During the three months ended March 31, 2014, the Company advanced an aggregate of $13,049 to and received an aggregate of $44,228 from three entities that are owned partially by the officers of the Company. The advances are unsecured, non-interest bearing and are due on demand. The balance due to the three entities was $1,203 and $32,382 as of March 31, 2014 and December 31, 2013, respectively. |
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property And Equipment | ' | ||||||||
Note 5. Property and Equipment | ' | ||||||||
Property and equipment consisted of the following at March 31, 2014 and December 31, 2013: | |||||||||
March 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Computer equipment | $ | 35,509 | $ | 1,763 | |||||
Furniture and fixtures | 12,753 | - | |||||||
48,262 | 1,763 | ||||||||
Less: accumulated depreciation | (2,513 | ) | (476 | ) | |||||
Property and equipment, net | $ | 45,749 | $ | 1,287 | |||||
Depreciation expense for the three months ended March 31, 2014 and 2013 was $2,037 and $56, respectively. Accumulated depreciation amounted to $2,513 and $476 as of March 31, 2014 and December 31, 2013, respectively. |
Line_of_Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2014 | |
Line Of Credit | ' |
Note 6. Line of Credit | ' |
Since October 10, 2012, the Company has maintained a line of credit with a bank, up to a maximum credit line of $100,000. The line of credit bears interest equal to 2.25% per year based on a year of 360 days. The line of credit requires minimum monthly payments consisting of interest only. The line of credit is secured by a money market account having an approximate balance of $105,000 that is: (i) owned by an entity that is a member of the Company and (ii) is maintained at the bank extending the line of credit. The line of credit is due on demand or, if no demand is made, all outstanding principal and accrued interest on the line of credit is due October 10, 2014. During the three months ended March 31, 2014 and 2013, interest expense of $563 and $238, respectively, was recognized on the line of credit. The balance due on the line of credit as of March 31, 2014 was $100,000. The unused amount under the line of credit available to the Company at March 31, 2014 was $0. The line of credit remains open. |
Notes_Payable
Notes Payable | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes Payable | ' | ||||
Note 7. Notes Payable | ' | ||||
Notes Payable | |||||
On January 14, 2014 and February 6, 2014, the Company issued two two-year promissory notes in exchange for aggregate cash proceeds of $247,801 from a non-related party. The notes are unsecured, bear interest at 7.0% and require 18 monthly payments of interest only commencing at the beginning of month seven. The notes include a provision that in the event of default the interest rate would increase to the default interest rate of 18%. The first six months of interest is deferred until maturity. The outstanding principal balance along with all accrued and unpaid interest is due at maturity. | |||||
Notes Payable – Related Parties | |||||
During the period from January 15, 2014 through March 4, 2014, the Company issued several two-year promissory notes in exchange for aggregate cash proceeds of $592,776. The funds were received from entities controlled by officers of the Company. The officers also owned or partially owned the entities from which the funds were received. The notes are unsecured, bear interest at 7.0% and require 18 monthly payments of interest only commencing at the beginning of month seven. The notes include a provision that in the event of default the interest rate would increase to the default interest rate of 18%. The first six months of interest is deferred until maturity. The outstanding principal balance along with all accrued and unpaid interest is due at maturity. | |||||
During the three months ended March 31, 2014, interest expense of $9,829 was recognized on outstanding notes payable. As of March 31, 2014, accrued interest payable was $9,829, which is included in accrued expenses on the accompanying condensed consolidated balance sheet. | |||||
Notes payable consisted of the following at March 31, 2014: | |||||
31-Mar-14 | |||||
Note payable - related party originating December 31, 2013; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at December 30, 2015 | $ | 60,000 | |||
Note payable - related party originating January 15, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 14, 2016 | 131,024 | ||||
Note payable - originating January 14, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 15, 2016 | 131,024 | ||||
Note payable - related party originating February 1, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 31, 2016 | 116,777 | ||||
Note payable - originating February 6, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at February 5, 2016 | 116,777 | ||||
Note payable - related party originating February 10, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at February 9, 2016 | 193,535 | ||||
Note payable - related party originating March 4, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at March 4, 2016 | 87,670 | ||||
Note payable - related party originating March 4, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at March 4, 2016 | 63,770 | ||||
Total | 900,577 | ||||
Less: Current maturities | - | ||||
Amount due after one year (includes $652,776 to related parties) | $ | 900,577 | |||
Future maturities of the notes payable are as follows: | |||||
Year Ending December 31, | |||||
2015 | $ | 60,000 | |||
2016 | 840,577 | ||||
$ | 900,577 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies | ' |
Note 8. Commitments and Contingencies | ' |
Legal Matters | |
On January 27, 2014, M. Richard Cutler and Cutler Law Group, P.C., the plaintiffs, filed a complaint in the District Court of Harris County, Texas, 2014-03355, against Fuse Medical, LLC, Alan Meeker, Rusty Shelton, Jonathan Brown, Robert H. Donehew and the Company, the defendants. The defendants believe the lawsuit to be completely without merit and, accordingly, filed a Motion to Dismiss on April 11, 2014. On April 21, 2014, the complaint was dismissed for "want of prosecution"; however, the case was reinstated by the court on June 13, 2014. The court has set a hearing on the Motion to Dismiss for July 25, 2014. | |
Richard Cutler is the sole principal of plaintiff Cutler Law Group, which provided legal representation to its client (“Cutler’s Client”) that was interested in engaging in a transaction with Fuse Medical and the Company (“Cutler’s Failed Transaction”). The plaintiffs had alleged that Cutler's Failed Transaction failed to materialize notwithstanding the efforts of Mr. Cutler and his law firm to document the transaction. The plaintiffs further had alleged that the defendants continued to pursue a similar transaction without Cutler’s Client or the plaintiffs. The plaintiffs had claimed that the defendants were responsible for damages in the amount of (i) $46,465 plus interest because plaintiffs were not paid their legal fees by Cutler’s Client nor receive equity in the company that plaintiffs hoped would be issued from Cutler’s Failed Transaction; (ii) $46,465 plus interest due to defendants being unjustly enriched from plaintiffs’ legal services to Cutler’s Client; (iii) $1,186,000 plus interest, being the alleged value of shares that plaintiffs claimed to be entitled from Cutler’s Failed Transaction, which amount should allegedly be tripled as exemplary damages as a result of intentional fraud and/or negligent representations that some or all of the defendants allegedly committed and that such conduct allegedly constitutes conspiracy to commit fraud; (iv) $1,186,000, allegedly arising from a breach of a Non-Competition and Non-Disclosure Agreement to which plaintiffs were not a party; (v) $1,000,000 for breach of fiduciary duty by the defendants because they would have been directors and officer of the surviving corporation in Cutler’s Failed Transaction had it not failed and defendants’ moving on to another transaction without plaintiffs; and (vi) plaintiffs’ attorneys fees and costs for having brought the action. | |
Operating Leases | |
Commencing January 1, 2013 through January 31, 2014, the Company occupied office space on a month-to-month basis for its corporate headquarters for $500 a month from Crestview Farm, an entity controlled by the Company’s Chief Executive Officer (“CEO”). The Company's CEO serves as the Manager of Crestview Farm. Rent expense for these facilities was $500 and $1,500 for the three months ended March 31, 2014 and 2013, respectively (See Note 11). | |
Effective February 1, 2014, the Company entered into a two-year lease agreement for its corporate headquarters in Fort Worth, Texas. The lease agreement requires base rent payments of $2,489 per month plus common area maintenance and expires January 31, 2016. | |
Rent expense was $5,478 and $1,500 for the three months ended March 31, 2014 and 2013, respectively. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2014 | |
Stockholders Equity Deficit | ' |
Note 9. Stockholders' Equity (Deficit) | ' |
Authorized Capital | |
Effective as of May 28, 2014, prior to the consummation of the Merger, Golf Rounds.com, Inc. amended its certificate of incorporation to increase its authorized capital stock from 12,000,000 shares of common stock having a par value of $0.01 per share to 500,000,000 shares of common stock having a par value of $0.01 per share and from zero shares of preferred stock to 20,000,000 shares of preferred stock having a par value of $0.01 per share, and to expressly authorize its board of directors to issue shares of the preferred stock, in one or more series, and to fix for each such series the voting powers, designations, preferences, or other special rights and the qualifications, limitations or restrictions. | |
Reverse Stock Split | |
Effective as of May 28, 2014, prior to the consummation of the Merger, Golf Rounds.com, Inc. amended its certificate of incorporation to effect a 14.62 to 1 reverse stock split (the “Reverse Stock Split”) whereby every 14.62 issued and outstanding shares of its common stock automatically converted into one share of common stock, subject to the treatment of fractional share interests. All references to shares of common stock of the Company herein are discussed on a post-Reverse Stock Split basis for all periods presented. | |
Distributions | |
During the three months ended March 31, 2014, distributions of $9,000 were made. |
Concentrations
Concentrations | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Concentrations | ' | ||||||||
Note 10. Concentrations | ' | ||||||||
Concentration of Revenues, Accounts Receivable and Suppliers | |||||||||
For the three months ended March 31, 2014 and 2013, the Company had significant customers with individual percentage of total revenues equaling 10% or greater as follows: | |||||||||
For the Three | For the Three | ||||||||
Months Ended | Months Ended | ||||||||
31-Mar-14 | 31-Mar-13 | ||||||||
Customer 1 | 44.9 | % | 25.5 | % | |||||
Customer 2 | 22.3 | % | - | ||||||
Customer 3 | 11.4 | % | 16 | % | |||||
Customer 4 | - | 23 | % | ||||||
Totals | 78.6 | % | 64.5 | % | |||||
At March 31, 2014 and December 31, 2013, concentration of accounts receivable with significant customers representing 10% or greater of accounts receivable was as follows: | |||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Customer 1 | 47.5 | % | 44.6 | % | |||||
Customer 2 | 23.4 | % | 12.8 | % | |||||
Customer 3 | - | 10.2 | % | ||||||
Totals | 70.9 | % | 67.6 | % | |||||
For the three months ended March 31, 2014 and 2013, the Company had significant suppliers representing 10% or greater of goods purchased as follows: | |||||||||
For the Three | For the Three | ||||||||
Months Ended | Months Ended | ||||||||
31-Mar-14 | 31-Mar-13 | ||||||||
Supplier 1 | 57.1 | % | 100 | % | |||||
Supplier 2 | 42.9 | % | - | ||||||
Totals | 100 | % | 100 | % | |||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions | ' |
Note 11. Related Party Transactions | ' |
As of March 31, 2014 and December 31, 2013, $2,538, is due from an entity owned by an officer of the Company. This amount is included in accounts payable – related parties on the accompanying condensed consolidated balance sheet. | |
As of March 31, 2014 and December 31, 2013, $53,956 and $48,339, respectively, is owed to officers of the Company or entities controlled by officers of the Company. This amount is included in accounts payable – related parties on the accompanying condensed consolidated balance sheet. | |
Commencing January 1, 2013 through January 31, 2014, the Company occupied office space on a month-to-month basis for its corporate headquarters for $500 a month from Crestview Farm, an entity controlled by the Company’s Chief Executive Officer (“CEO”). The Company's CEO serves as the Manager of Crestview Farm. Rent expense for these facilities was $500 and $1,500 for the three months ended March 31, 2014 and 2013, respectively. | |
During the period from inception through March 31, 2014, several members of the Company’s management provided services at no charge to the Company. The financial statements do not include an estimate of the fair value of these services. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
Note 12. Subsequent Events | ' |
Advances to Golf Rounds.com, Inc. | |
On April 1, 2014, advances in the aggregate amount of $63,000 due from Golf Rounds.com, Inc. maturing April 15, 2014 and May 5, 2014 were amended whereby the maturity date was extended to June 26, 2014. On May 2, 2014, the Company advanced an additional $10,000 to Golf Rounds.com, Inc. in exchange for a promissory note receivable due June 26, 2014. The advance was unsecured, required interest at a rate of 3.0% per annum and required payment of principal and interest at maturity. On May 28, 2014, as a result of the closing of the Merger, the advances became part of the consideration to acquire Golf Rounds.com, Inc. | |
Note Agreements | |
On May 8, 2014 and June 16, 2014, the Company issued two two-year promissory notes in exchange for aggregate cash proceeds of $131,462 from a related party. The funds were received from entities controlled by officers of the Company. The officers also owned or partially owned the entities from which the funds were received. The notes are unsecured, bear interest at 7.0% and require 18 monthly payments of interest only commencing at the beginning of month seven. The first six months of interest is deferred until maturity. The outstanding principal balance along with all accrued and unpaid interest is due at maturity. | |
On May 23, 2014, the Company issued a two-year promissory note in exchange for cash proceeds of $479,975 from a non-related party. The note is unsecured, bears interest at 7.0% and requires 18 monthly payments of interest only commencing at the beginning of month seven. The first six months of interest is deferred until maturity. The outstanding principal balance along with all accrued and unpaid interest is due at maturity. | |
Other Matters | |
On May 1, 2014, the Company entered into two one-year consulting agreements requiring aggregate monthly payments of $25,667. On July 1, 2014, the Company entered into a five-year consulting agreement requiring a signing bonus of $61,000 and monthly payments of $25,000. | |
On May 28, 2014, the Company consummated a merger with Golf Rounds.com, Inc. that results in the issuance of 401,280 shares of common stock to the existing stockholders of Golf Rounds.com, Inc. as of that date. (See Note 1) |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Significant Accounting Policies Policies | ' | ||
Principles of Consolidation | ' | ||
The consolidated financial statements include the accounts of Fuse Medical, LLC, and its wholly-owned subsidiaries. Collectively, the entities are referred to as “the Company” or “Fuse Medical”. Intercompany transactions have been eliminated in consolidation. | |||
Use of Estimates | ' | ||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts and other receivables, valuation of notes receivable, valuation of inventories, the estimates of depreciable lives and valuation of property and equipment, and the valuation allowance on deferred tax assets. | |||
Earnings (Loss) Per Share | ' | ||
The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is computed by dividing the income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is similar to basic EPS, but includes the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. | |||
Loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share is the same for all periods presented with a net loss because all potentially dilutive securities outstanding are anti-dilutive. | |||
For the three months ended March 31, 2014 and 2013, there were no potential dilutive securities. | |||
Fair Value Measurements | ' | ||
Fair value is 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. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy: | |||
Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets; | |||
Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and | |||
Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities. | |||
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | |||
Property and Equipment | ' | ||
Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets per the following table. | |||
Category | Amortization Period | ||
Computer equipment | 3 years | ||
Furniture and fixtures | 5 years | ||
Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation and amortization are removed and a gain or loss is recorded in the consolidated statements of operations. Repairs and maintenance costs are expensed in the period incurred. | |||
Recent Accounting Pronouncements | ' | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. | |||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements” (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014, and interim periods within those years. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition. | |||
We have implemented all new accounting standards that are in effect and that may impact our consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Significant Accounting Policies Tables | ' | ||
Estimated useful lives of assets | ' | ||
Category | Amortization Period | ||
Computer equipment | 3 years | ||
Furniture and fixtures | 5 years |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property And Equipment Tables | ' | ||||||||
Property and Equipment (Tables) | ' | ||||||||
March 31, | 31-Dec-13 | ||||||||
2014 | |||||||||
Computer equipment | $ | 35,509 | $ | 1,763 | |||||
Furniture and fixtures | 12,753 | - | |||||||
48,262 | 1,763 | ||||||||
Less: accumulated depreciation | (2,513 | ) | (476 | ) | |||||
Property and equipment, net | $ | 45,749 | $ | 1,287 |
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Notes Payable Tables | ' | ||||
Schedule of notes payable | ' | ||||
31-Mar-14 | |||||
Note payable - related party originating December 31, 2013; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at December 30, 2015 | $ | 60,000 | |||
Note payable - related party originating January 15, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 14, 2016 | 131,024 | ||||
Note payable - originating January 14, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 15, 2016 | 131,024 | ||||
Note payable - related party originating February 1, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 31, 2016 | 116,777 | ||||
Note payable - originating February 6, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at February 5, 2016 | 116,777 | ||||
Note payable - related party originating February 10, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at February 9, 2016 | 193,535 | ||||
Note payable - related party originating March 4, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at March 4, 2016 | 87,670 | ||||
Note payable - related party originating March 4, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at March 4, 2016 | 63,770 | ||||
Total | 900,577 | ||||
Less: Current maturities | - | ||||
Amount due after one year (includes $652,776 to related parties) | $ | 900,577 | |||
Future maturities of the convertible notes payable | ' | ||||
Year Ending December 31, | |||||
2015 | $ | 60,000 | |||
2016 | 840,577 | ||||
$ | 900,577 |
Concentrations_Tables
Concentrations (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Revenues [Member] | Customer Concentration Risk [Member] | ' | ||||||||
Concentration of Revenues, Accounts Receivable and Supplier | ' | ||||||||
For the Three Months Ended March 31, 2014 | For the Three Months Ended March 31, 2013 | ||||||||
Customer 1 | 44.9 | % | 25.5 | % | |||||
Customer 2 | 22.3 | % | - | ||||||
Customer 3 | 11.4 | % | 16 | % | |||||
Customer 4 | - | 23 | % | ||||||
Totals | 78.6 | % | 64.5 | % | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ||||||||
Concentration of Revenues, Accounts Receivable and Supplier | ' | ||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Customer 1 | 47.5 | % | 44.6 | % | |||||
Customer 2 | 23.4 | % | 12.8 | % | |||||
Customer 3 | - | 10.2 | % | ||||||
Totals | 70.9 | % | 67.6 | % | |||||
Accounts Payable [Member] | Supplier 1 [Member] | ' | ||||||||
Concentration of Revenues, Accounts Receivable and Supplier | ' | ||||||||
For the Three Months Ended March 31, 2014 | For the Three Months Ended March 31, 2013 | ||||||||
Supplier 1 | 57.1 | % | 100 | % | |||||
Supplier 2 | 42.9 | % | - | ||||||
Totals | 100 | % | 100 | % |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Computer equipment [Member] | ' |
Estimated useful lives of the assets | '3 years |
Furniture and fixtures [Member] | ' |
Estimated useful lives of the assets | '5 years |
Advances_to_Golf_Roundscom_Inc1
Advances to Golf Rounds.com, Inc. (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Advances To Golf Rounds.Com Inc. Details Narrative | ' | ' |
Interest income | $703 | ' |
Accrued interest receivable | $1,073 | ' |
Other_Receivable_Related_Parti1
Other Receivable - Related Parties (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Other Receivable - Related Parties Details Narrative | ' | ' | ' |
Advances to related parties | ($13,049) | ' | ' |
Repayments received from related parties | 44,228 | ' | ' |
Due to related parties | $1,203 | ' | $32,382 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property and equipment, gross | $48,262 | $1,763 |
Less: accumulated depreciation | -2,513 | -476 |
Property and equipment, net | 45,749 | 1,287 |
Computer equipment [Member] | ' | ' |
Property and equipment, gross | 35,509 | 1,763 |
Furniture and fixtures [Member] | ' | ' |
Property and equipment, gross | $12,753 | ' |
Property_and_Equipment_Details1
Property and Equipment (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property And Equipment Details Narrative | ' | ' | ' |
Depreciation expense | $2,037 | $56 | ' |
Accumulated depreciation | ($2,513) | ' | ($476) |
Line_of_Credit_Details
Line of Credit (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Line Of Credit Details | ' | ' |
Interest expense on the line of credit | $563 | $238 |
Balance due on the line of credit | 100,000 | ' |
Remaining balance on line of credit | $0 | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Mar. 31, 2014 |
Notes Payable Details | ' |
Note payable - related party originating December 31, 2013; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at December 30, 2015 | $60,000 |
Note payable - related party originating January 15, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 14, 2016 | 131,024 |
Note payable - originating January 14, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 15, 2016 | 131,024 |
Note payable - related party originating February 1, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at January 31, 2016 | 116,777 |
Note payable - originating February 6, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at February 5, 2016 | 116,777 |
Note payable - related party originating February 10, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at February 9, 2016 | 193,535 |
Note payable - related party originating March 4, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at March 4, 2016 | 87,670 |
Note payable - related party originating March 4, 2014; monthly interest payments required commencing in month 7; bearing interest at 7%; maturing at March 4, 2016 | 63,770 |
Total | 900,577 |
Less: Current maturities | ' |
Amount due after one year | $900,577 |
Notes_Payable_Details_1
Notes Payable (Details 1) (USD $) | Mar. 31, 2014 |
Notes Payable Details 1 | ' |
2015 | $60,000 |
2016 | 840,577 |
Total convertible notes payable | $900,577 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Notes Payable Details Narrative | ' | ' |
Interest expense on notes payable | $9,829 | ' |
Accrued interest payable | $9,829 | $63,400 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Commitments And Contingencies Details Narrative | ' | ' |
Rent expense for leased office space | $500 | $1,500 |
Rent expense for Corporate Headquarters | $5,478 | $1,500 |
Stockholders_Equity_Deficit_De
Stockholdersb Equity (Deficit) (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Stockholders Equity Deficit Details Narrative | ' | ' |
Distributions | $9,000 | $31,222 |
Concentrations_Details
Concentrations (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Concentration of Revenues | 78.60% | 64.50% |
Revenues [Member] | Customer1 [Member] | ' | ' |
Concentration of Revenues | 44.90% | 25.50% |
Revenues [Member] | Customer2 [Member] | ' | ' |
Concentration of Revenues | 22.30% | ' |
Revenues [Member] | Customer3 [Member] | ' | ' |
Concentration of Revenues | 11.40% | 16.00% |
Revenues [Member] | Customer4 [Member] | ' | ' |
Concentration of Revenues | ' | 23.00% |
Concentrations_Details_1
Concentrations (Details 1) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Concentration of accounts receivable | 70.90% | 67.60% |
Customer1 [Member] | Accounts Receivable [Member] | ' | ' |
Concentration of accounts receivable | 47.50% | 44.60% |
Customer2 [Member] | Accounts Receivable [Member] | ' | ' |
Concentration of accounts receivable | 23.40% | 12.80% |
Customer3 [Member] | Accounts Receivable [Member] | ' | ' |
Concentration of accounts receivable | ' | 10.20% |
Concentrations_Details_2
Concentrations (Details 2) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Concentrations Supplier | 100.00% | 100.00% |
Supplier 1 [Member] | ' | ' |
Concentrations Supplier | 57.10% | 100.00% |
Supplier 2 [Member] | ' | ' |
Concentrations Supplier | 42.90% | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Accounts payable - related parties | $53,956 | ' | $48,339 |
Rent expense | 500 | 1,500 | ' |
Chief Executive Officer [Member] | ' | ' | ' |
Rent expense | 500 | 1,500 | ' |
Officer [Member] | ' | ' | ' |
Due from accounts payable - related parties | 2,538 | ' | 2,538 |
Accounts payable - related parties | $53,956 | ' | $48,339 |