Document_and_Entity_Informatio
Document and Entity Information (USD $) | 4 Months Ended | ||
Dec. 31, 2013 | Jun. 28, 2014 | Apr. 14, 2014 | |
Document and Entity Information: | ' | ' | ' |
Entity Registrant Name | 'EMAV HOLDINGS, INC. | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001076744 | ' | ' |
Current Fiscal Year End Date | '--08-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 51,339,565 |
Entity Public Float | ' | $51,853 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $125,450 | ' |
Total Current Assets | 125,450 | ' |
Property and equipment, net | 2,289 | ' |
Total Assets | 127,739 | ' |
Current liabilities: | ' | ' |
Accounts payable | 14,000 | 15,000 |
Accrued liabilities | 2,192 | 17 |
Deposit for future issuance of common stock | 30,000 | ' |
Short term loans | 0 | 500 |
Note payable, current portion, net of debt discount of $16,364 | 25,419 | ' |
Total Current Liabilities | 71,611 | 15,517 |
Note payable, net of current portion, net of debt discount of $4,091 | 4,177 | ' |
Total Liabilities | 75,788 | 15,517 |
Commitments and contingencies (Note 7) | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Common stock, $0.001 par value, 100,000,000 shares authorized, 51,002,565 shares and 37,502,388 shares issued and outstanding at December 31, 2013 and 2012, respectively | 51,003 | 37,502 |
Additional paid in capital | 1,075,598 | 656,430 |
Deficit accumulated during development stage | -1,074,650 | -709,449 |
Total Stockholders' Equity (Deficit) | 51,951 | -15,517 |
Total Liabilities and Stockholders' Equity (Deficit) | $127,739 | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parenthetical (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Balance Sheets Parenthetical | ' | ' |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 100,000,000 | 300,000,000 |
Common stock shares issued | 51,002,565 | 37,502,388 |
Common stock shares outstanding | 51,002,565 | 37,502,388 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | 46 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Consolidated Statements of Operations | ' | ' | ' |
Revenues | ' | ' | $308,722 |
Cost of goods sold | ' | ' | 292,175 |
Gross Profit (Loss) | ' | ' | 16,547 |
Depreciation | 208 | 0 | 4,968 |
General and administrative | 353,204 | 19,394 | 954,792 |
Total Operating Expenses | 353,412 | 19,394 | 959,760 |
Operating Loss from Operations | -353,412 | -19,394 | -943,213 |
Interest expense | -11,789 | 0 | -11,789 |
Write down of assets | ' | ' | -18,648 |
Write-off of investments in LLCs | ' | ' | -101,000 |
Total Other Income (Expenses) | -11,789 | ' | -131,437 |
Loss from Continuing Operations before Income Taxes | -365,201 | -19,394 | -1,074,650 |
Provision for income tax | ' | ' | ' |
Net loss | ($365,201) | ($19,394) | ($1,074,650) |
Basic and diluted net loss per share | ($0.01) | $0 | ' |
Weighted average number of shares outstanding | 38,131,366 | 37,488,244 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 46 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash Fows from Operating Activities: | ' | ' | ' |
Net loss | ($365,201) | ($19,394) | ($1,074,650) |
Depreciation | 208 | 0 | 4,968 |
Write down of fixed assets | ' | ' | 18,648 |
Write-off of investment in 3 LLCs | ' | ' | 101,000 |
Issuance of founder shares | ' | ' | 35,932 |
Amortization of debt discount | 9,545 | ' | 9,545 |
Change in Advances receivable | -29,433 | ' | -29,433 |
Change in Accounts payable | -3,000 | ' | 12,000 |
Change in Accrued liabilities | 2,192 | ' | 2,192 |
Net cash used in operating activities | -385,689 | -19,394 | -919,798 |
Cash Flows from Investing Activities: | ' | ' | ' |
Purchase of property and equipment | -2,497 | ' | -25,905 |
Net cash used in investing activities | -2,497 | ' | -25,905 |
Cash Flows from Financing Activities: | ' | ' | ' |
Cash proceeds from sale of stock | 464,102 | 18,500 | 1,021,102 |
Cash proceeds from line of credit, net | -17 | 17 | 0 |
Cash proceeds from short term loan net of payments | -500 | 500 | 0 |
Cash proceeds for stock to be issued | 30,000 | ' | 30,000 |
Cash proceeds from note payable | 23,000 | ' | 23,000 |
Cash payments against note payable | -2,949 | ' | -2,949 |
Net cash provided by financing activities | 513,636 | 19,017 | 1,071,153 |
Net increase (decrease) in cash and cash equivalents | 125,450 | -377 | 125,450 |
Cash and cash equivalents, beginning of the period | ' | 377 | ' |
Cash and cash equivalents, end of the period | 125,450 | ' | 125,450 |
Cash paid for interest | 51 | ' | 51 |
Acquisition of business through issuance of common stock and forgiveness of advances receivable | 31,433 | ' | 31,433 |
Issuance of common stock for investment in subsidiaries | ' | ' | $101,000 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Common Stock | Additional paid in capital | Accumulated Deficit | Total |
Balance at Mar. 10, 2010 | ' | ' | ' | ' |
Issuance of shares to founders | $35,932 | ' | ' | $35,932 |
Issuance of shares to founders - shares | 35,932,055 | ' | ' | ' |
Common shares sold at $0.50 per share | 750 | 374,250 | ' | 375,000 |
Common shares sold at $0.50 per share - shares | 750,000 | ' | ' | ' |
Common shares issued for acquisition of subsidiaries | 202 | 100,798 | ' | 101,000 |
Common shares issued for acquisition of subsidiaries - shares | 202,000 | ' | ' | ' |
Net loss | ' | ' | -522,060 | -522,060 |
Balance at Dec. 31, 2010 | 36,884 | 475,048 | -522,060 | -10,128 |
Balance - Shares at Dec. 31, 2010 | 36,884,055 | ' | ' | ' |
Common shares sold at $0.50 per share | 20 | 9,980 | ' | 10,000 |
Common shares sold at $0.50 per share - shares | 20,000 | ' | ' | ' |
Common shares sold at $0.30 per share | 462 | 138,038 | ' | 138,500 |
Common shares sold at $0.30 per share - shares | 461,667 | ' | ' | ' |
Common shares sold at $0.20 per share | 75 | 14,925 | ' | 15,000 |
Common shares sold at $0.20 per share - shares | 75,000 | ' | ' | ' |
Net loss | ' | ' | -167,995 | -167,995 |
Balance at Dec. 31, 2011 | 37,441 | 637,991 | -690,054 | -14,622 |
Balance - Shares at Dec. 31, 2011 | 37,440,722 | ' | ' | ' |
Common shares sold at $0.30 per share | 61 | 18,439 | ' | 18,500 |
Common shares sold at $0.30 per share - shares | 61,666 | ' | ' | ' |
Net loss | ' | ' | -19,394 | -19,394 |
Balance at Dec. 31, 2012 | 37,502 | 656,430 | -709,449 | -15,517 |
Balance - Shares at Dec. 31, 2012 | 37,502,388 | ' | ' | ' |
Common shares sold at $0.50 per share | 1,025 | 306,425 | ' | 307,450 |
Common shares sold at $0.50 per share - shares | 1,024,834 | ' | ' | ' |
Common shares sold at $0.30 per share | 314 | 156,338 | ' | 156,652 |
Common shares sold at $0.30 per share - shares | 313,303 | ' | ' | ' |
Recapitalization | 12,162 | -43,595 | ' | -31,433 |
Recapitalization - shares | 12,162,040 | ' | ' | ' |
Net loss | ' | ' | -365,201 | -365,201 |
Balance at Dec. 31, 2013 | $51,003 | $1,075,598 | ($1,074,650) | $51,951 |
Balance - Shares at Dec. 31, 2013 | 51,002,565 | ' | ' | ' |
Note_1_Nature_of_Operations_an
Note 1 - Nature of Operations and Going Concern | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 1 - Nature of Operations and Going Concern | ' |
NOTE 1 – Nature of Operations and Going Concern | |
As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we” and “EMAV” shall mean EMAV Holdings, Inc., a Delaware corporation, and its consolidated subsidiary. | |
EMAV Holdings, Inc. was originally incorporated on May 14, 1987 in Florida as Ventura Promotion Group, Inc. The Company became a public company in July 1998 and on November 12, 1998 changed its name to American Surface Technologies International, Inc. In September 2001, the State of Florida administratively dissolved the Company for not maintaining proper filings with the state and not paying franchise tax fees. In 2006, the Company changed its name to Global Environmental, Inc. In December 2007, the Company re-domiciled to Delaware and on August 27, 2008, changed its name to Ravenwood Bourne, Ltd. Effective September 30, 2011, the Company changed its name to PopBig, Inc. | |
On December 26, 2013, the Company changed its name to EMAV Holdings, Inc. and entered into a merger agreement to acquire Electric Motors and Vehicles Company, a Delaware corporation (“EMAVC”). The merger completed on December 27, 2013 and is being accounted for as a reverse merger and recapitalization in which EMAVC is deemed to be the accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the merger will be those of EMAVC and will be recorded at the historical cost basis of EMAVC, and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of EMAV and EMAVC, and the operations of the combined Company from the closing date of the merger. The Company elected to change its fiscal year end to be December 31 (see Note 3). | |
Electric Motors And Vehicles Company was formed under the laws of Delaware on March 11, 2010. The Company’s principal business is electric vehicle manufacturing and sales. The Company will design, assemble, and sell premium electric rugged sport adventure vehicles. EMAVC will deploy a unique approach to build and bring its vehicles to market. Rather than creating a new vehicle and building out a new distribution network, EMAVC will use the four-door Jeep Wrangler as the platform for its signature electric vehicle. The Company will then sell its vehicles directly through Jeep dealerships. | |
The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $365,201 for the year ended December 31, 2013 and has an accumulated deficit of $1,074,650 as of December 31, 2013. The Company had a working capital of $53,839 and total shareholders’ equity of $51,951 as of December 31, 2013. These factors, among others raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 2 - Significant Accounting Policies | ' |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s consolidated financial statements. The consolidated financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The consolidated financial statements of the Company conform to accounting principles generally accepted in the United States of America (U.S. GAAP). | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Electric Motors and Vehicles Company. All intercompany balances and transactions are eliminated in consolidation. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Development Stage Risk | |
The Company has earned minimal revenues from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, shareholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | |
Accounts Receivable | |
Accounts receivable represent income earned from sale of products for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. | |
Property and Equipment | |
Property and equipment consists of office equipment which is recorded at cost and is depreciated on a straight-line basis over its estimated useful life of three years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. | |
Long-lived Assets | |
In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. | |
Fair value of Financial Instruments and Fair Value Measurements | |
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 | |
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 | |
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 | |
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and short term loans. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. | |
Revenue Recognition | |
The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. | |
Earnings (Loss) Per Common Share | |
The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the years ended December 31, 2013 and 2012, there were no potentially dilutive common shares outstanding during the period. Outstanding warrants to purchase 2,500,000 shares of common stock were excluded from this calculation as their effect would be anti-dilutive due to the reported net losses in each period. | |
Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |
The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. | |
Recent Accounting Pronouncements | |
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |
In January 2013, the Financial Accounting Standards Board (“FASB”) amended its guidance on the presentation of comprehensive income. Under the amended guidance, an entity must present information regarding reclassification adjustments from accumulated other comprehensive income in a single note or on the face of the financial statements. This is required for both annual and interim reporting. The amendment becomes effective for reporting periods beginning after December 15, 2012 and is applied prospectively. Early adoption is permitted. The Company adopted this guidance during the year ended December 31, 2013. This guidance did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it is disclosure-only in nature. | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note_3_Acquisition_of_Business
Note 3 - Acquisition of Business | 4 Months Ended | ||
Dec. 31, 2013 | |||
Notes | ' | ||
Note 3 - Acquisition of Business | ' | ||
NOTE 3 – ACQUISITION OF BUSINESS | |||
On December 27, 2013, the Company acquired all of the issued and outstanding common shares of Electric Motors and Vehicles Company, a Delaware corporation (“EMAVC”), in exchange for issuing 38,840,525 shares of its common stock in a 1:1 exchange. After the close of the merger, the Company has 51,002,565 shares of common stock outstanding. In addition, the Company assumed the obligations of EMAVC to issue common shares pursuant to all outstanding warrants. Following the closing of the merger, EMAVC became the wholly-owned subsidiary of the Company and the combined entity solely engaged in EMAVC’s business. EMAVC is the acquirer for financial reporting purposes and EMAV Holdings, Inc. is the acquired company. The merger is being accounted for as a reverse-merger and recapitalization. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the merger will be those of EMAVC, which will be recorded at the historical cost basis, and the consolidated financial statements after completion of the merger will include the assets and liabilities of the Company and EMAVC, from the closing date of the merger. | |||
EMAV Holdings, Inc. balance sheet (unaudited) on the date of merger at December 27, 2013 is as follows: | |||
Assets acquired: | |||
Total assets | $ | - | |
Liabilities assumed: | |||
Accounts payable | 2,000 | ||
Note payable, net of debt discount payable to EMAVC | 29,433 | ||
Total liabilities | 31,433 | ||
Stockholders’ deficit: | |||
Common stock | 12,162 | ||
Additional paid in capital | 203,115 | ||
Accumulated deficit | -246,710 | ||
Total stockholders' deficit | (31,433) | ||
Total liabilities and stockholders' deficit | $ | - |
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 4 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 4 - Property and Equipment | ' | ||||
NOTE 4 – PROPERTY AND EQUIPMENT | |||||
Property and equipment consists of: | |||||
December 31, | |||||
2013 | 2012 | ||||
Property and equipment | $ | 2,497 | $ | - | |
Less: accumulated depreciation | (208) | - | |||
Property and equipment, net | $ | 2,289 | $ | - | |
Depreciation expense for the years ended December 31, 2013 and 2012 was $208 and $0, respectively, and $208 since March 11, 2010 (Inception) to December 31, 2013. |
Note_5_Note_Payable
Note 5 - Note Payable | 4 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 5 - Note Payable | ' | ||||
NOTE 5 – NOTE PAYABLE | |||||
Note payable consists of: | |||||
December 31, | |||||
2013 | 2012 | ||||
Stockholder note payable, principal balance of $53,000, unsecured, 5% per annum interest bearing, monthly payment of $3,790 starting February 1, 2014, matures April 1, 2015 | $ | 50,051 | $ | - | |
Note payable - current portion | $ | 41,783 | $ | - | |
Note payable - long term portion | $ | 8,268 | $ | - | |
On May 23, 2013, the Company executed a promissory note (the “Note”) with a third party lender in the principal amount of $53,000. The terms of the Note required the Company to make (a) a principal payment of $3,000 on or before June 6, 2013, and (b) fifteen (15) monthly payments of $3,790 each, including principal and interest, beginning February 2014 through April 2015, at which time the entire principal amount, plus any and all accrued interest shall be due and payable. The Company has recorded an interest expense of $2,244 for the year ended December 31, 2013 and has accrued interest of $2,192 as of December 31, 2013. | |||||
As additional consideration and not as additional interest, the Company agreed to issue 100,000 shares of restricted common stock at its fair value of $30,000 to the third party lender. The Company has not issued the 100,000 shares of its common stock as of December 31, 2013. In connection with the issuance of the Note, the Company has recorded a debt discount in the amount of $30,000 which is being amortized to interest expense over the life of the Note. The Company has recognized interest expense of $9,545 related to the amortization of debt discount related to this Note for the year ended December 31, 2013. The net book value of the unamortized portion of the debt discount was $20,455 at December 31, 2013. | |||||
The Company has recorded an interest expense of $11,789 and $0 for the years ended December 31, 2013 and 2012, respectively, and $11,789 since March 11, 2010 (Inception) to December 31, 2013. |
Note_6_Related_Party_Transacti
Note 6 - Related Party Transactions | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 6 - Related Party Transactions | ' |
NOTE 6 – RELATED PARTY TRANSACTIONS | |
In April 2010, the Company entered into a verbal agreement with its executive director for providing business consulting and marketing services to the Company. No fixed compensation was agreed at the time of the verbal agreement. The Company recorded an expense of $65,334 and $8,500 as consulting fees for the years ended December 31, 2013 and 2012, and $135,684 since March 11, 2010 (inception) to December 31, 2013. | |
The Company engaged an entity owned by the Chief Executive Officer/director of the Company to provide business advisory, consulting and legal services. The Company has recorded an expense of $77,011 and $0 as consulting services for the years ended December 31, 2013 and 2012, and $95,862 since March 11, 2010 (Inception) to December 31, 2013. |
Note_7_Commitments_and_Conting
Note 7 - Commitments and Contingencies | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 7 - Commitments and Contingencies | ' |
NOTE 7 – COMMITMENTS AND CONTINGENCIES | |
Settlement of litigation | |
The Company entered into an agreement for public relations services (the “Agreement”) with an unrelated third party (“DLC”) in September 2010. The Company disputed the quality of the services rendered and failed to tender final payment under the Agreement. DLC initiated legal action against the Company in January 2012 for collection under the Agreement. The Company did not have the resources to contest the action, so a default judgment was entered against the Company in favor of DLC in July 2012 in the amount of $14,425. Thereafter, DLC sought to collect on the judgment, and the total amount claimed by DLC grew to over $25,000 as DLC was entitled to collect attorney’s fees under the Agreement. | |
In October 2013, the entire Agreement with DLC was negotiated and settled requiring the Company to pay DLC $3,000 in November 2013 and $1,000 per month for the next 12-month period. The Company agreed not to contest DLC’s ownership of 80,000 shares of the Company’s stock. The Company had recorded a liability and an expense of $15,000 as a result of this litigation in its consolidated financial statements as of December 31, 2010. As of December 31, 2013, the remaining liability on the settlement of $12,000 is included in accounts payable in accompanying consolidated financial statements. The Company has since paid $2,000 to DLC on January 7, 2014 for the months of December 2013 and January 2014. | |
Legal Costs and Contingencies | |
In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. | |
If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable. |
Note_8_Dissolution_of_Emavc_Su
Note 8 - Dissolution of Emavc Subsidiaries | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 8 - Dissolution of Emavc Subsidiaries | ' |
NOTE 8 – DISSOLUTION OF EMAVC SUBSIDIARIES | |
In June 2010, EMAVC acquired OE Services, LLC, Consortium of Remanufacturing Excellence, LLC and Indiana Technology Associates, LLC, registered in the state of Indiana (herein referred to as “LLCs”), with the purpose to start a consortium of manufacturers and suppliers for electric vehicles. The Company issued 202,000 shares of its common stock valued at $101,000 for the purchase of these three LLCs. The common shares were valued at $0.50 per share fair value based upon contemporaneous cash sales of shares by the Company on the date of authorization by the Board for their issuance. The Company subsequently revised its strategy and, as a result, in July 2013, EMAVC dissolved each of the three LLCs. The LLCs had no assets, no employees, no bank accounts and no money-making operations since their formation. |
Note_9_Equity_Transactions
Note 9 - Equity Transactions | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 9 - Equity Transactions | ' |
NOTE 9 - EQUITY TRANSACTIONS | |
The Company’s capitalization at December 31, 2013 was 100,000,000 authorized common shares with a par value of $0.001 per share. | |
Common stock | |
During the calendar year 2012, the Company sold 61,666 shares of its common stock at $0.30 per share, and received total cash consideration of $18,500. During the calendar year 2013, the Company sold 1,024,834 shares of its common stock at $0.30 per share and 313,303 shares of common stock at $0.50 per share, and received total cash consideration of $464,102. All the common shares were sold to accredited investors pursuant to separate Private Placements. | |
On December 27, 2013, the Company merged with Electric Motors and Vehicles Company. The merger is being accounted as a reverse-merger and recapitalization. At the closing of the merger, the Company issued 38,840,525 shares of common stock to the former shareholders of EMAVC in a 1:1 exchange for all of the outstanding shares of capital stock of EMAVC. However, in accordance with the reverse merger accounting, the effects of the merger are reflected as an increase of $12,162,040 shares, which represents the number of shares held by the shareholders of EMAV Holdings, Inc. just prior to the merger (see Note 3). The total number of shares of common stock outstanding after the close of the merger is 51,002,565. | |
Warrants | |
In April 2010, the Company granted three individuals, warrants to purchase 2,500,000 shares of common stock at an exercise price of $0.25 per share as compensation in connection with the individuals providing introductions for raising capital for the Company. The warrants have a six year term and expire in April 2016. The fair value of 2,500,000 warrants at the original issue date was estimated to be $1,077,927 using a Black-Scholes option pricing model with an expected life of 6 years, a risk free interest rate of 2.96%, a dividend yield of 0%, and an expected volatility of 100%. The expected volatility was estimated to be 100% since the Company's stock is not traded and no historical volatility data is available. | |
The Company has not established a stock option plan nor has issued any stock options outstanding as of December 31, 2013. | |
As a result of all common stock issuances, the total common shares issued and outstanding at December 31, 2013 were 51,002,565. |
Note_10_Income_Taxes
Note 10 - Income Taxes | 4 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes | ' | ||||
Note 10 - Income Taxes | ' | ||||
NOTE 10 - INCOME TAXES | |||||
The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate of 34% and 8.7% state income tax rate for Delaware for the years ended December 31, 2013 and 2012, respectively, to the income taxes reflected in the Consolidated Statements of Operations: | |||||
For the year ended December 31, | |||||
2013 | 2012 | ||||
Tax expense at statutory rate - federal | -34.00% | -34.00% | |||
State tax expense, net of federal benefit | -5.74% | -5.74% | |||
Valuation allowance | 39.74% | 39.74% | |||
Tax expense at actual rate | - | - | |||
The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows: | |||||
For the year ended December 31, | |||||
2013 | 2012 | ||||
Deferred tax assets and liabilities: | |||||
Net operating loss carry forward | $ 427,087 | $ 281,949 | |||
Valuation allowance | (427,087) | (281,949) | |||
Net deferred tax asset | $ - | $ - | |||
Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. | |||||
At December 31, 2013 and 2012, the Company had net operating loss carry-forwards of approximately $427,087 and $281,949 which begin to expire in 2031. The Company has recorded a 100% valuation allowance on the deferred tax assets due to the uncertainty of its realization. The net change in the valuation allowance during the years ended December 31, 2013 and 2012 was an increase of $145,138 and $7,708, respectively. | |||||
In the normal course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740-10-15. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2013, tax years 2012, 2011 and 2010 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years. |
Note_11_Concentration_of_Credi
Note 11 - Concentration of Credit Risk | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 11 - Concentration of Credit Risk | ' |
NOTE 11 - CONCENTRATION OF CREDIT RISK | |
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses related to this in any such accounts. The Company’s bank balances did not exceed FDIC insured amounts as of December 31, 2013 and 2012, respectively. |
Note_12_Subsequent_Events
Note 12 - Subsequent Events | 4 Months Ended |
Dec. 31, 2013 | |
Notes | ' |
Note 12 - Subsequent Events | ' |
NOTE 12 – SUBSEQUENT EVENTS | |
We have evaluated subsequent events and transactions that occurred through the date and time our financial statements were issued for potential recognition or disclosure in the accompanying financial statements. | |
From January 1, 2014 to April 15, 2014, the Company sold 337,000 shares of its common stock to accredited investors pursuant to a Private Placement and received a total cash consideration of $168,500. |
Note_1_Nature_of_Operations_an1
Note 1 - Nature of Operations and Going Concern: Liquidity Disclosure (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Liquidity Disclosure | ' |
The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $365,201 for the year ended December 31, 2013 and has an accumulated deficit of $1,074,650 as of December 31, 2013. The Company had a working capital of $53,839 and total shareholders’ equity of $51,951 as of December 31, 2013. These factors, among others raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note_2_Significant_Accounting_1
Note 2 - Significant Accounting Policies: Principles of Consolidation (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Electric Motors and Vehicles Company. All intercompany balances and transactions are eliminated in consolidation. |
Note_2_Significant_Accounting_2
Note 2 - Significant Accounting Policies: Use of Estimates (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Note_2_Significant_Accounting_3
Note 2 - Significant Accounting Policies: Development Stage Risk (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Development Stage Risk | ' |
Development Stage Risk | |
The Company has earned minimal revenues from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, shareholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception. |
Note_2_Significant_Accounting_4
Note 2 - Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Note_2_Significant_Accounting_5
Note 2 - Significant Accounting Policies: Accounts Receivable (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Accounts Receivable | ' |
Accounts Receivable | |
Accounts receivable represent income earned from sale of products for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. |
Note_2_Significant_Accounting_6
Note 2 - Significant Accounting Policies: Long-lived Assets (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Long-lived Assets | ' |
Property and Equipment | |
Property and equipment consists of office equipment which is recorded at cost and is depreciated on a straight-line basis over its estimated useful life of three years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. | |
Long-lived Assets | |
In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. |
Note_2_Significant_Accounting_7
Note 2 - Significant Accounting Policies: Fair Value of Financial Instruments and Fair Value Measurements (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Fair Value of Financial Instruments and Fair Value Measurements | ' |
Fair value of Financial Instruments and Fair Value Measurements | |
ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 | |
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 | |
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 | |
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and short term loans. Pursuant to ASC 820 and ASC 825, “Financial Instruments”, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no financial assets or liabilities carried and measured on a non-recurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. |
Note_2_Significant_Accounting_8
Note 2 - Significant Accounting Policies: Revenue Recognition (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. |
Note_2_Significant_Accounting_9
Note 2 - Significant Accounting Policies: Earnings (loss) Per Common Share (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Earnings (loss) Per Common Share | ' |
Earnings (Loss) Per Common Share | |
The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the years ended December 31, 2013 and 2012, there were no potentially dilutive common shares outstanding during the period. Outstanding warrants to purchase 2,500,000 shares of common stock were excluded from this calculation as their effect would be anti-dilutive due to the reported net losses in each period. |
Recovered_Sheet1
Note 2 - Significant Accounting Policies: Income Taxes (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |
The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. |
Recovered_Sheet2
Note 2 - Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 4 Months Ended |
Dec. 31, 2013 | |
Policies | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. | |
In January 2013, the Financial Accounting Standards Board (“FASB”) amended its guidance on the presentation of comprehensive income. Under the amended guidance, an entity must present information regarding reclassification adjustments from accumulated other comprehensive income in a single note or on the face of the financial statements. This is required for both annual and interim reporting. The amendment becomes effective for reporting periods beginning after December 15, 2012 and is applied prospectively. Early adoption is permitted. The Company adopted this guidance during the year ended December 31, 2013. This guidance did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it is disclosure-only in nature. | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note_3_Acquisition_of_Business1
Note 3 - Acquisition of Business: Schedule of acquisition balance sheet (Tables) | 4 Months Ended | ||
Dec. 31, 2013 | |||
Tables/Schedules | ' | ||
Schedule of acquisition balance sheet | ' | ||
Assets acquired: | |||
Total assets | $ | - | |
Liabilities assumed: | |||
Accounts payable | 2,000 | ||
Note payable, net of debt discount payable to EMAVC | 29,433 | ||
Total liabilities | 31,433 | ||
Stockholders’ deficit: | |||
Common stock | 12,162 | ||
Additional paid in capital | 203,115 | ||
Accumulated deficit | -246,710 | ||
Total stockholders' deficit | (31,433) | ||
Total liabilities and stockholders' deficit | $ | - |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment: Schedule of property and equipment (Tables) | 4 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of property and equipment | ' | ||||
Property and equipment consists of: | |||||
December 31, | |||||
2013 | 2012 | ||||
Property and equipment | $ | 2,497 | $ | - | |
Less: accumulated depreciation | (208) | - | |||
Property and equipment, net | $ | 2,289 | $ | - |
Note_5_Note_Payable_Schedule_o
Note 5 - Note Payable: Schedule of note payable (Tables) | 4 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of note payable | ' | ||||
Note payable consists of: | |||||
December 31, | |||||
2013 | 2012 | ||||
Stockholder note payable, principal balance of $53,000, unsecured, 5% per annum interest bearing, monthly payment of $3,790 starting February 1, 2014, matures April 1, 2015 | $ | 50,051 | $ | - | |
Note payable - current portion | $ | 41,783 | $ | - | |
Note payable - long term portion | $ | 8,268 | $ | - |
Note_10_Income_Taxes_Schedule_
Note 10 - Income Taxes: Schedule of income tax reconciliation (Tables) | 4 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of income tax reconciliation | ' | ||||
The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rate of 34% and 8.7% state income tax rate for Delaware for the years ended December 31, 2013 and 2012, respectively, to the income taxes reflected in the Consolidated Statements of Operations: | |||||
For the year ended December 31, | |||||
2013 | 2012 | ||||
Tax expense at statutory rate - federal | -34.00% | -34.00% | |||
State tax expense, net of federal benefit | -5.74% | -5.74% | |||
Valuation allowance | 39.74% | 39.74% | |||
Tax expense at actual rate | - | - |
Note_10_Income_Taxes_Schedule_1
Note 10 - Income Taxes: Schedule of deferred tax assets and liabilities (Tables) | 4 Months Ended | ||||
Dec. 31, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of deferred tax assets and liabilities | ' | ||||
The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows: | |||||
For the year ended December 31, | |||||
2013 | 2012 | ||||
Deferred tax assets and liabilities: | |||||
Net operating loss carry forward | $ 427,087 | $ 281,949 | |||
Valuation allowance | (427,087) | (281,949) | |||
Net deferred tax asset | $ - | $ - |
Note_3_Acquisition_of_Business2
Note 3 - Acquisition of Business: Schedule of acquisition balance sheet (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 27, 2013 |
Predecessor | |||||
Total Assets | $127,739 | ' | ' | ' | ' |
Accounts Payable, Current | ' | ' | ' | ' | 2,000 |
Note payable, net of current portion, net of debt discount of $4,091 | 4,177 | ' | ' | ' | 29,433 |
Total Liabilities | 75,788 | 15,517 | ' | ' | 31,433 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 51,002,565 shares and 37,502,388 shares issued and outstanding at December 31, 2013 and 2012, respectively | 51,003 | 37,502 | ' | ' | 12,162 |
Additional paid in capital | 1,075,598 | 656,430 | ' | ' | 203,115 |
Retained Earnings (Accumulated Deficit) | ' | ' | ' | ' | -246,710 |
Total Stockholders' Equity (Deficit) | 51,951 | -15,517 | -14,622 | -10,128 | -31,433 |
Total Liabilities and Stockholders' Equity (Deficit) | $127,739 | ' | ' | ' | ' |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment: Schedule of property and equipment (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Property, Plant and Equipment, Gross | $2,497 |
Property, Plant and Equipment, Other, Accumulated Depreciation | -208 |
Property and equipment, net | $2,289 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) (USD $) | 12 Months Ended | 46 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Details | ' | ' | ' |
Depreciation | $208 | $0 | $4,968 |
Note_5_Note_Payable_Schedule_o1
Note 5 - Note Payable: Schedule of note payable (Details) (USD $) | Dec. 31, 2013 |
Details | ' |
Other Notes Payable | $50,051 |
Other Notes Payable, Current | 41,783 |
Other Notes Payable, Noncurrent | $8,268 |
Note_5_Note_Payable_Details
Note 5 - Note Payable (Details) (USD $) | 12 Months Ended | 46 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Details | ' | ' | ' |
Interest expense | $11,789 | $0 | $11,789 |
Note_6_Related_Party_Transacti1
Note 6 - Related Party Transactions (Details) (USD $) | 12 Months Ended | 46 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Details | ' | ' | ' |
Consulting fees paid to executive director | $65,334 | $8,500 | $135,684 |
Consulting fees paid to related party | $77,011 | $0 | $95,862 |
Note_10_Income_Taxes_Schedule_2
Note 10 - Income Taxes: Schedule of income tax reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | -34.00% | -34.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | -5.74% | -5.74% |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 39.74% | 39.74% |
Note_10_Income_Taxes_Schedule_3
Note 10 - Income Taxes: Schedule of deferred tax assets and liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Details | ' | ' |
Operating Loss Carryforwards | $427,087 | $281,949 |
Deferred Tax Assets, Valuation Allowance, Current | ($427,087) | ($281,949) |
Note_10_Income_Taxes_Details
Note 10 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Details | ' | ' |
Operating Loss Carryforwards | $427,087 | $281,949 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $145,138 | $7,708 |