Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 13, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ZEGARELLI GROUP INTERNATIONAL INC | ' |
Entity Central Index Key | '0000867028 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity's Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 22,248,337 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Balance_Sheets_Unaud
Condensed Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
ASSETS | $0 | $0 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' |
Advance from majority stockholder | 35,960 | 17,228 |
Accrued expenses | 3,749 | 1,625 |
Convertible note payable (Related Party) | 47,199 | 47,199 |
TOTAL CURRENT LIABILITIES | 86,908 | 66,052 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock - $.01 par value, 1,000,000 shares authorized, 0 shares issued and outstanding | ' | ' |
Common stock, no par value, 25,000,000 shares authorized, 22,248,337 shares issued and outstanding | 7,436,101 | 7,436,101 |
Contributed capital | 918,231 | 918,231 |
Accumulated deficit | -8,441,240 | -8,420,384 |
TOTAL STOCKHOLDERS' DEFICIT | -86,908 | -66,052 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $0 | $0 |
Condensed_Balance_Sheets_Unaud1
Condensed Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | ' | ' |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 22,248,337 | 22,248,337 |
Common stock, shares outstanding | 22,248,337 | 22,248,337 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Statement [Abstract] | ' | ' | ' | ' |
REVENUES | ' | ' | ' | ' |
EXPENSES | ' | ' | ' | ' |
Administrative | 1,248 | 11,000 | 2,526 | 11,475 |
Professional fees | 1,750 | ' | 15,406 | ' |
TOTAL EXPENSES | 2,998 | 11,000 | 17,932 | 11,475 |
OTHER INCOME (EXPENSE): | ' | ' | ' | ' |
Gain from write off of accrued expenses | ' | 54,147 | ' | 54,147 |
Interest expenses | -708 | ' | -2,124 | ' |
LOSS BEFORE TAXES | -3,706 | 43,147 | -20,056 | 42,672 |
INCOME TAX EXPENSE | ' | ' | 800 | 800 |
NET LOSS | ($3,706) | $43,147 | ($20,856) | $41,872 |
NET LOSS PER COMMON SHARE | ' | ' | ' | ' |
Basic and diluted | ' | ' | ' | ' |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 22,248,337 | 22,248,337 | 22,248,337 | 22,248,337 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | ($20,856) | $41,872 |
Adjustments to reconcile net income (loss) to net cash provided by operations: | ' | ' |
Write off of accrued expenses | ' | -54,147 |
Changes in liabilities: | ' | ' |
Increase in accrued expenses | 2,124 | ' |
Net cash used in operating activities | -18,732 | -12,275 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Advances from stockholder | 18,732 | 12,275 |
Net cash provided by financing activities | 18,732 | 12,275 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | ' |
Cash and cash equivalents at end of period | 0 | ' |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Income taxes paid | 800 | 800 |
Interest paid | ' | ' |
Operations_and_Basis_of_Presen
Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Operations and Basis of Presentation | ' |
1. OPERATIONS AND BASIS OF PRESENTATION | |
Zegarelli Group International, Inc. (the “Company”) was incorporated on February 27, 1990. The Company manufactured cosmetic products for private label distributions throughout the United States. The Company ceased operations and has been inactive since 2002. The Company was publicly-traded company listed on the OTC Bulletin Board (“pink-sheets”). On November 9, 1998, the Company filed a Form 15 with the Securities and Exchange Commission (“SEC”) terminating its registration under Section 12(g) of the Securities Act of 1934, which relieved the Company of its requirement to file reports with the SEC. Even though the Company has not made any further filings with the SEC since 1998, the Company has had some minimal stock trading activity. | |
The Company’s board is now considering merging with another entity that has viable operations. As such, the existing company is not going to continue as a going concern after any merger. The financial statements do not contain any adjustments that would be necessary should the Company not continue as a going concern. | |
During interim periods, we follow the accounting policies set forth in Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and apply appropriate interim financial reporting standards for a fair statement of Company’s operating results and financial position in conformity with accounting principles generally accepted in the United States of America, as codified by the Financial Accounting Standards Board (FASB) in the Accounting Standards Codification (ASC) (referred to herein as U.S. GAAP), as indicated below. Users of financial information produced for interim periods are encouraged to read this Quarterly Report on Form 10-Q in conjunction with Company’s financial statements and notes thereto filed with the Securities and Exchange Commission (SEC) in Company’s 2012 Annual Report on Form 10-K. | |
Interim financial reporting standards require management to make estimates that are based on assumptions regarding the outcome of future events and circumstances not known at that time. Inevitably, some assumptions will not materialize, unanticipated events or circumstances may occur which vary from those estimates and such variations may significantly affect Company’s future results. | |
The accompanying unaudited condensed financial statements have been prepared in accordance with the SEC’s requirements for Form 10-Q and, in the opinion of management, contain all adjustments, of a normal and recurring nature, which are necessary for a fair statement of; (i) the condensed statements of operations for the nine month periods ended September 30, 2013 and 2012; (ii) the condensed balance sheets at September 30, 2013 and December 31, 2012; and (iii) the condensed statements of cash flows for the nine month periods ended September 30, 2013 and 2012. However, the accompanying unaudited condensed financial statements do not include all information and notes required by U.S. GAAP. The condensed consolidated balance sheet, included in this report, as of December 31, 2012 was derived from Company’s 2012 audited financial statements, but does not include all disclosures required by U.S. GAAP. |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern | ' |
Going Concern | ' |
2. GOING CONCERN | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) that contemplate continuation of the Company as a going concern. During the nine months ended September 30, 2013, the Company incurred a net loss of $20,856. In addition, the Company had an accumulated deficit of $8,441,240 as of September 30, 2013. The Company has not earned any significant revenues since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plan is to aggressively pursue its present business plan. Since inception the Company has funded its operations through the issuance of common stock and related party loans and advances, and will seek additional debt or equity financing as required. However, there can be no assurance that the Company will be successful in raising such additional funds. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents – Cash equivalents consist of highly liquid investments with original maturities of three months or less. | |
Revenue Recognition – The Company recognizes revenue upon concluding that all of the fundamental criteria for revenue recognition have been met. The criteria are usually met at the time products are shipped. The Company performs ongoing credit evaluations of its customers’ financial condition and records a reserve for sales returns and allowances based on the historical rate of returns on its products. | |
Research and Development Costs – The Company expenses research and development costs as incurred. The Company had no such expenses for the three and nine months period ended September 30, 2013 and 2012. | |
Advertising Costs – Costs incurred for producing and communicating advertising are expensed when incurred and included in selling general and administrative expenses. Advertising expense amounted to $0 for the three and nine months ended September 30, 2013 and 2012, respectively. | |
Property and Equipment – Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Property and equipment are depreciated over the useful lives of the asset using the straight line method. | |
Earnings Per Share – Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding including potentially dilutive securities such as options, warrants and convertible debt. | |
Impairment of Long-Lived Assets and Assets – The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows is less that the carrying amount of the asset, an impairment loss is recorded. No impairment losses were recognized for the nine months ended September 30, 2013 and 2012. | |
Income Taxes – The Company accounts for income taxes in accordance with FASB Codification, “Accounting for Income Taxes.” This statement requires an asset and liability approach for accounting for income taxes. The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an entity in its tax returns that might be uncertain. | |
The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company files income tax returns in the U.S. and various state jurisdictions. The Company is subject to examinations by U.S. Federal and State tax authorities from 2010 to the present, generally for three years after they are filed. | |
Fair Value of Financial Instruments – The carrying values of cash equivalents, accounts receivable, accounts payable, short-term debt to a related party and accrued liabilities and those potentially subject to valuation risk at September 30, 2013 and December 31, 2012 approximated fair value due to their short maturity or nature. | |
Concentration of Credit Risk – Financial instruments, which potentially subject the company to concentrations of credit risk, consist principally of cash and cash equivalents. At September 30, 2013 and December 31, 2012 the Company had no cash and cash equivalents. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
4. RELATED PARTY TRANSACTIONS | |
The majority stockholder has advanced the Company funds to bring it into compliance with various regulations and tax laws. During the nine months period September 30, 2013 and 2012, this stockholder advanced $18,732 and $12,275, respectively. During the three months period September 30, 2013 and 2012, this stockholder advanced $2,998 and $11,000, respectively. The advances are due upon demand and bear no interest. |
Convertible_Note_Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Convertible Note Payable | ' |
5. CONVERTIBLE NOTE PAYABLE (Related Party) | |
On September 14, 2012, the Company acknowledged and formalized monies advanced to the Company over the past three years by entering into a 6% convertible promissory note in favor of the majority stockholder in the principal amount of $47,199, which was the outstanding balance owed to Mr. Booth as of June 30, 2012. The entire note balance plus accrued interest of $2,949 was outstanding as of September 30, 2013. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents – Cash equivalents consist of highly liquid investments with original maturities of three months or less. | |
Revenue Recognition | ' |
Revenue Recognition – The Company recognizes revenue upon concluding that all of the fundamental criteria for revenue recognition have been met. The criteria are usually met at the time products are shipped. The Company performs ongoing credit evaluations of its customers’ financial condition and records a reserve for sales returns and allowances based on the historical rate of returns on its products. | |
Research and Development Costs | ' |
Research and Development Costs – The Company expenses research and development costs as incurred. The Company had no such expenses for the three and nine months period ended September 30, 2013 and 2012. | |
Advertising Costs | ' |
Advertising Costs – Costs incurred for producing and communicating advertising are expensed when incurred and included in selling general and administrative expenses. Advertising expense amounted to $0 for the three and nine months ended September 30, 2013 and 2012, respectively. | |
Property and Equipment | ' |
Property and Equipment – Property and equipment are stated at cost. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets are expensed. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to income. Property and equipment are depreciated over the useful lives of the asset using the straight line method. | |
Earnings Per Share | ' |
Earnings Per Share – Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding including potentially dilutive securities such as options, warrants and convertible debt. | |
Impairment of Long-Lived Assets and Assets | ' |
Impairment of Long-Lived Assets and Assets – The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows is less that the carrying amount of the asset, an impairment loss is recorded. No impairment losses were recognized for the nine months ended September 30, 2013 and 2012. | |
Income Taxes | ' |
Income Taxes – The Company accounts for income taxes in accordance with FASB Codification, “Accounting for Income Taxes.” This statement requires an asset and liability approach for accounting for income taxes. The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an entity in its tax returns that might be uncertain. | |
The accounting principles generally accepted in the United States of America provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company files income tax returns in the U.S. and various state jurisdictions. The Company is subject to examinations by U.S. Federal and State tax authorities from 2010 to the present, generally for three years after they are filed. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments – The carrying values of cash equivalents, accounts receivable, accounts payable, short-term debt to a related party and accrued liabilities and those potentially subject to valuation risk at September 30, 2013 and December 31, 2012 approximated fair value due to their short maturity or nature. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk – Financial instruments, which potentially subject the company to concentrations of credit risk, consist principally of cash and cash equivalents. At September 30, 2013 and December 31, 2012 the Company had no cash and cash equivalents. |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Going Concern | ' | ' | ' | ' | ' |
Net loss | ($3,706) | $43,147 | ($20,856) | $41,872 | ' |
Accumulated deficit | ($8,441,240) | ' | ($8,441,240) | ' | ($8,420,384) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Research and development costs | $0 | $0 | ' | ' |
Advertising expense | 0 | 0 | ' | ' |
Asset impairment loss | 0 | 0 | ' | ' |
Cash and cash equivalents | $0 | ' | $0 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' |
Advance from stockholders | $2,998 | $11,000 | $18,732 | $12,275 |
Convertible_Note_Payable_Detai
Convertible Note Payable (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 14, 2012 |
Debt Disclosure [Abstract] | ' | ' | ' |
Convertible promissory note interest rate | ' | ' | 6.00% |
Convertible note payable principal amount outstanding | $47,199 | $47,199 | ' |
Accrued interest expenses | $2,949 | ' | ' |