Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2015 | Nov. 18, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | EMS FIND, INC. | |
Entity Central Index Key | 1,520,118 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
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 | 28,831,715 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
Current Assets | ||
Cash | $ 89,068 | $ 45,843 |
Accounts receivable | 0 | 0 |
Total Current Assets | 89,068 | 45,843 |
Other Assets | ||
Fixed assets, net | 1,306 | 1,353 |
Fixed assets held for sale, net | 27,080 | 27,080 |
Pre-paid fees | 32,083 | 0 |
Deposits | 700 | 0 |
Other Assets | 61,169 | 28,433 |
TOTAL ASSETS | 150,237 | 74,276 |
Short Term Liabilities | ||
Accounts payable | 19,267 | 20,545 |
Due to related party | 50,000 | 129,015 |
Notes Payable | 0 | 31,222 |
Total Short Term Liabilities | 69,267 | 180,782 |
Total Liabilities | 69,267 | 180,782 |
Stockholders' Equity | ||
Shares payable (120,000 common stock $0.001 par value) | 30 | 120 |
Series A Preferred stock, $0.001 par value,(20,000,000 shares authorized 500,000 and 1,000,000 shares issued and outstanding as of September 30, 2015 and June 30, 2015) | 500 | 1,000 |
Common stock, $0.001 par value, (100,000,000 shares authorized 28,831,735 and 28,364,535 shares issued and outstanding as of September 30, 2015 and June 30, 2015) | 28,832 | 28,365 |
Additional paid-in capital | 416,186 | (6,817) |
Retained earnings | (364,578) | (129,174) |
Total Stockholders' Equity | 80,970 | (106,506) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 150,237 | $ 74,276 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Jun. 30, 2015 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | |
Preferred stock, shares issued | 500,000 | 1,000,000 |
Preferred stock, shares outstanding | 500,000 | 1,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,831,735 | 28,364,535 |
Common stock, shares outstanding | 28,831,735 | 28,364,535 |
Shares payable, common stock | 120,000 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 500,000 | 1,000,000 |
Preferred stock, shares outstanding | 500,000 | 1,000,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||
Gross sales | $ 0 | $ 0 |
COGS | 0 | 0 |
Gross profit | 0 | 0 |
Costs and Expenses | ||
Consulting fees | 28,134 | 105 |
Professional fees | 18,689 | 0 |
Executive compensation | 122,227 | 0 |
Research & Development | 16,088 | 0 |
Payroll Expense | 26,803 | 0 |
General & administrative | 19,971 | 12,421 |
Rent | 3,200 | 1,500 |
Depreciation & amortization | 47 | 0 |
Total Expenses | 235,159 | 14,026 |
Income From Operations | (235,159) | (14,026) |
Other Income & Expense | ||
Other income | 0 | 0 |
Interest expense | (243) | 0 |
Total Other Income | (243) | 0 |
Discontinued Operations | ||
Income from discontinued operations | 0 | 26,970 |
Loss on classification as held for sale | 0 | 0 |
Total Discontinued Operations | (235,402) | 12,944 |
Net Income | $ (235,402) | $ 12,944 |
Basic and Diluted Earnings (Loss) per share Income from continuing operations | $ (0.01) | $ 0 |
Basic and Diluted Earnings (Loss) per share Net Income | (0.01) | 0 |
Basic and Diluted Earnings (Loss) per share Discontinued Operations | $ 0 | $ 0 |
Weighted average number of common shares outstanding | 28,442,700 | 28,334,535 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 3 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (Loss) | $ (235,402) | $ 12,944 |
Depreciation & amortization expense | 47 | 3,511 |
Fixed asset write down | (32,783) | 0 |
Accrued interest | 0 | 0 |
Shares payable | 42,600 | 0 |
Stock issued for services | 64,800 | 0 |
Change in accounts receivable | 0 | 1,417 |
Change in accounts payable | (1,037) | 0 |
Change in payroll liabilities | 0 | 0 |
Net cash provided by operating activities | (161,775) | 17,872 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Disposal of assets | 0 | 0 |
Fixed assets | 0 | 0 |
Net cash (used in) investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 55,000 | 0 |
Note Payable | 150,000 | 0 |
Distribution | 0 | (18,787) |
Net cash (used in) financing activities | 205,000 | (18,787) |
Net (decrease) in cash | 43,225 | (915) |
Cash at beginning of year | 45,843 | 5,053 |
Cash at end of year | 89,068 | 4,138 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW | ||
Shares issuance for notes | 260,480 | 0 |
Share issuance for consulting fees | 0 | 0 |
NON-CASH ACTIVITIES | ||
Total non-cash activities | $ 260,480 | $ 0 |
NOTE 1 - SUMMARY OF SIGNIFICANT
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization EMS Find, Inc. formerly Lightcollar, Inc. (the Company) was incorporated on March 22, 2011, under the laws of the State of Nevada. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On December 23, 2014 the Company, has authorized a forward split (the Forward Split) of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for Five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock will increased from Five Million Six Hundred Fifty Thousand (5,650,000) common shares prior to the Forward Split to Twenty Eight Million Two Hundred Fifty Thousand (28,250,000) common shares following the Forward Split. Fractional shares will be rounded upward. On March 10, 2015, the company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Companys Series A Preferred Stock (the Designation and the Series A Preferred Stock). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock. Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the Certificate of Amendment) with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to EMS Find, Inc. and (ii) changed its symbol to EMSF. On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc., a company incorporated under the laws of the State of Pennsylvania (EMS), and the shareholder of EMS (the Selling Shareholder) pursuant to a share exchange agreement by and among the Company, EMS and the Selling Shareholder. The Company will acquired 100% of the issued and outstanding securities of EMS in exchange for the issuance of 10,000,000 shares of the Companys restricted Common Stock, par value $0.001 per share and 500,000 shares of the Companys Series A Preferred Stock, par value $0.001. The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS technology, in the following manner: As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Companys currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS became a wholly-owned subsidiary and the Company acquired the business and operations of EMS. Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company. For accounting purposes, the acquisition of EMS by EMS Find, Inc. has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of EMS based on the factors demonstrating that EMS represents the accounting acquirer. Consequently, the historical financial information in the accompanying consolidated financial statements is that of EMS. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, EMS Factory, Inc. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All intercompany balances and transactions have been eliminated. EMS Find, Inc. and EMS Factory, Inc. recently changed their year ends to be June 30. The consolidated balance sheet is September 30, 2015 for EMS Find, Inc. and EMS Factory, Inc. The consolidated statements of operations and statements of cash flows are for EMS Find, Inc. and EMS Factory, Inc. for the 3 month period ending September 30, 2015. For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc. for the presentation in this filing. Nature of Business The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $89,068 and $45,843 as of September, 30, 2015 and June, 30, 2015 respectively. Revenue Recognition Our revenue is derived from the service revenue from Ambulance transportation services The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered. Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carry-forwards through September 30, 2015, of approximately $364,578 will begin to expire in 2032. Accordingly, deferred tax assets of approximately $127,602 were offset by the valuation allowance based on an estimated tax rate of 35%. The Company has no tax positions at September 30, 2015 and June 30, 2015, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the period from March 22, 2011, (inception) to September 30, 2015, the Company recognized no income tax related interest and penalties. The Company had no accruals for income tax related interest and penalties at September 30, 2015. Property and Equipment Property and equipment consists of Ambulances and medical equipment and are stated at cost. Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (ASC) Topic 360, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of outstanding shares of common stock during the period. Recent Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. |
NOTE 2 - PROPERTY AND EQUIPMENT
NOTE 2 - PROPERTY AND EQUIPMENT | 3 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
NOTE 2 - PROPERTY AND EQUIPMENT | NOTE 2 PROPERTY AND EQUIPMENT At September 30, 2015 and June 30, 2015, equipment consisted of the following: September 30, June 30, 2015 2015 Furniture and Equipment $ 1,400 $ 1,400 Less: Accumulated depreciation (94) (47) Total equipment, net $ 1,306 $ 1,353 Depreciation and amortization expense for the period ended September 30, 2015 and June 30, 2015 was $47 and $47 respectively Assets held for Sale September 30, June 30, 2015 2015 Assets held for sale $ 47,555 $ 47,555 Less: Accumulated depreciation (20,475) (20,475) Total equipment, net $ 27,080 $ 27,080 Depreciation and amortization expense for the three months ended September 30, 2015 and June 30, 2015 was $ 0 and $3,512 respectively. After the merger in March 2015 the Company discontinued all of its ambulance services. The Company wrote down $8,200 as of June 30, 2015 for its assets held for sale and took a loss of $13,097 on a sale of three of its vehicles it used for its medical transportation business. |
NOTE 3 - RELATED PARTY TRANSACT
NOTE 3 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
NOTE 3 - RELATED PARTY TRANSACTIONS | NOTE 3 RELATED PARTY TRANSACTIONS The Company paid for health insurance and various expenses on Mr. Rubakhs behalf of $4,283 and $17,513 during the Year Ended September 30, 2015 and June 30, 2015 respectively, which is reflected as Executive Compensation in the statement of operations. In April 2015 the Mr. Rubakh entered a month to month lease agreement for an office space for $1,250 per month owned by a relative. The lease was terminated on August 30, 2015 On August 6, 2015, EMS Find, Inc. issued 150,000 shares of common stock as part of Mr. Rubakhs compensation package. On September 15, 2015, EMS Find, Inc. issued 30,000 shares of common stock as part of Mr. Rubakhs compensation package On July 22, 2015 Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with 260,000 of capital of which 210,000 and a prior loan for expenses of $19,095 was converted into common stock. |
NOTE 4 - NOTES PAYABLE
NOTE 4 - NOTES PAYABLE | 3 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
NOTE 4 - NOTES PAYABLE | NOTE 4 - NOTES PAYABLE On March 23, 2015 the Company issued a note for $30,400 with 10% interest per annum, as of June 30, 2015 the note has accrued interest of $822. The note becomes due on October 15, 2015. On, July, 30 2015, the Company issued As of September 30, 2015, the Company has received $260,000 of the $300,000 committed funding and has issued |
NOTE 5 - PREFERRED STOCK
NOTE 5 - PREFERRED STOCK | 3 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
NOTE 5 - PREFERRED STOCK | NOTE 5 PREFERRED STOCK On March 10, 2015, the company, with the approval of a majority vote of its shareholders approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Companys Series A Preferred Stock (the Designation and the Series A Preferred Stock). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock and each Series A Preferred Stock share are not convertible into shares of our common stock. The Company has 20,000,000 shares of Series A Preferred Stock authorized. On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 500,000 shares of Series A Preferred Stock as part of the share exchange agreement with EMS Factory Inc. |
NOTE 6 - COMMON STOCK
NOTE 6 - COMMON STOCK | 3 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
NOTE 6 - COMMON STOCK | NOTE 6 COMMON STOCK On July 22, 2015, EMS Find, Inc. issued 48,245 shares of common stock for a consulting contract with RB Milestone, Inc. for $55,000. On July 22, 2015 Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the company had issued to him in March 2015. On July 30, 2015, EMS Find, Inc. issued 26,885 shares of common stock for debt converted of $31,465. The balance of $115 was forgiven. On August 6, 2015, EMS Find, Inc. issued 17,606 shares of common stock for debt converted of $19,015 On August 6, 2015, EMS Find, Inc. issued 194,444 shares of common stock for debt converted of $210,000 On August 6, 2015, EMS Find, Inc. issued 150,000 shares of common stock as part of Mr. Rubakhs compensation package. On September 15, 2015, EMS Find, Inc. issued 30,000 shares of common stock as part of Mr. Rubakhs compensation package |
NOTE 7 - DISCONTINUED OPERATION
NOTE 7 - DISCONTINUED OPERATIONS | 3 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
NOTE 7 - DISCONTINUED OPERATIONS | NOTE 7 DISCONTINUED OPERATIONS As of the second quarter of 2015 the subsidiary EMS Factory, Inc. discontinued operations which is reflected in the consolidated statements of income and consolidated statements of cash flows. Assets classified as held for sale are reported in the consolidated balance sheet. The Company will sell the remainder if the fixed assets and currently has no cost associated to the assets. The Company reported a loss of $0 and loss of $ 26,970 Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations September 30, September 30, 2015 2014 Revenues $ - $ 70,871 Cost of sales - 40,389 General and administrative - - Depreciation & Amortization - 3,512 Asset write down - - Loss on disposal of Assets - - $ - $ 26,970 |
NOTE 8 - GOING CONCERN
NOTE 8 - GOING CONCERN | 3 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NOTE 8 - GOING CONCERN | NOTE 8 GOING CONCERN The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. The Company's activities to date have been supported by ambulance services which the Company is no longer providing and developing new revenue streams. It has sustained losses of $364,578 as of September 30, 2015. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders. |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 SUBSEQUENT EVENTS On October 22, 2015, the Company entered into a Securities Purchase Agreement (Purchase Agreement), dated as of October 22, 2015, with LG Capital Funding, LLC (LG), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the Convertible Note). Each of the Convertible Notes issuable under the Purchase Agreement provides for a 15% OID, such that the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance (including accrued and unpaid interest) of such Convertible Note into shares of the Companys common stock at a price ("Conversion Price") for each share of common stock equal to 80% of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Companys shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Convertible Note is payable, along with interest thereon, on October 22, 2016 On October 28, 2015, our newly-formed Delaware subsidiary, Viva Entertainment Group, Inc. (Viva Entertainment or the Subsidiary) entered into an employment agreement (Agreement) expiring December 31, 2018 with Johnny Falcones, for Mr. Falcones to act as the President and Chief Executive Officer of Viva Entertainment and to manage the development and marketing of its over the top (IPTV/OTT ) application for connected tvs, desktop computers, tablets, smart phones. The IPTV/OTT streamlining platform is designed to be used at homes, offices or during travel, where users may pay and watch what entertainment they choose based on a subscription or on a pay per view basis. As compensation for services to be rendered under the Agreement in calendar 2016 (January 1 through December 31, 2016), in addition to the compensation specified below, Mr. Falcones will receive a bonus of a five-year common stock purchase warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $.74 per share and three-year warrants to purchase up to Five (5%) Percent of the restricted common stock of Viva Entertainment, at an exercise price of Fifty ($0.50) Cents per share, which are exercisable in the event that Viva Entertainment is spun out of the Company. For calendar 2016, Mr. Falcones will receive 500,000 shares of common stock of the Company for his services as a director of the Company in that year, and will receive an additional 375,000 shares of restricted common stock of the Company, on a monthly basis, starting in 2016 month 2 (February, 2016), for a period of four months, ending at 2016 month 5 (May), for an aggregate total of 1,500,000 shares of restricted common stock of the Company. On October 28, 2015, the company issued a three-year common stock purchase warrants granting Mr. Falcones, and the Companys CEO Steve Rubakh, each the right to purchase 5% of the equity of the Viva Entertainment, exercisable in the event, and only in the event, that the Subsidiary is spun off to stockholders of the Company. |
NOTE 1 - SUMMARY OF SIGNIFICA15
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Organization | Organization EMS Find, Inc. formerly Lightcollar, Inc. (the Company) was incorporated on March 22, 2011, under the laws of the State of Nevada. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On December 23, 2014 the Company, has authorized a forward split (the Forward Split) of its issued and authorized common shares, whereby every one (1) old share of common stock was exchanged for Five (5) new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock will increased from Five Million Six Hundred Fifty Thousand (5,650,000) common shares prior to the Forward Split to Twenty Eight Million Two Hundred Fifty Thousand (28,250,000) common shares following the Forward Split. Fractional shares will be rounded upward. On March 10, 2015, the company, with the approval of a majority vote of its shareholders filed a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Companys Series A Preferred Stock (the Designation and the Series A Preferred Stock). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, Series A Preferred Stock shares are not convertible into shares of our common stock. Effective March 20, 2015, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the Certificate of Amendment) with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company, among other things, (i) changed its name to EMS Find, Inc. and (ii) changed its symbol to EMSF. On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Companys Board of Directors. On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc., a company incorporated under the laws of the State of Pennsylvania (EMS), and the shareholder of EMS (the Selling Shareholder) pursuant to a share exchange agreement by and among the Company, EMS and the Selling Shareholder. The Company will acquired 100% of the issued and outstanding securities of EMS in exchange for the issuance of 10,000,000 shares of the Companys restricted Common Stock, par value $0.001 per share and 500,000 shares of the Companys Series A Preferred Stock, par value $0.001. The Company also has an agreement with an investor to fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS technology, in the following manner: As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Companys currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS became a wholly-owned subsidiary and the Company acquired the business and operations of EMS. Further, on the Closing date of the Agreement, Steve Rubakh, was appointed the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a Director of the Company, and Mr. Matveev Anton resigned all of his positions with the Company. For accounting purposes, the acquisition of EMS by EMS Find, Inc. has been recorded as a reverse merger of a public company, with the exception that no goodwill is generated, and followed up with a recapitalization of EMS based on the factors demonstrating that EMS represents the accounting acquirer. Consequently, the historical financial information in the accompanying consolidated financial statements is that of EMS. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, EMS Factory, Inc. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). All intercompany balances and transactions have been eliminated. EMS Find, Inc. and EMS Factory, Inc. recently changed their year ends to be June 30. The consolidated balance sheet is September 30, 2015 for EMS Find, Inc. and EMS Factory, Inc. The consolidated statements of operations and statements of cash flows are for EMS Find, Inc. and EMS Factory, Inc. for the 3 month period ending September 30, 2015. For accounting purposes and due to the accounting for the reverse merger, the Company is using the accounting year end of EMS Factory, Inc. for the presentation in this filing. |
Nature of Business | Nature of Business The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in on-demand mobile healthcare sector. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $89,068 and $45,843 as of September, 30, 2015 and June, 30, 2015 respectively. |
Revenue Recognition | Revenue Recognition Our revenue is derived from the service revenue from Ambulance transportation services The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured generally when products are shipped to the customer and services are rendered, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered. |
Income Taxes | Income Taxes The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carry-forwards through September 30, 2015, of approximately $364,578 will begin to expire in 2032. Accordingly, deferred tax assets of approximately $127,602 were offset by the valuation allowance based on an estimated tax rate of 35%. The Company has no tax positions at September 30, 2015 and June 30, 2015, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the period from March 22, 2011, (inception) to September 30, 2015, the Company recognized no income tax related interest and penalties. The Company had no accruals for income tax related interest and penalties at September 30, 2015. |
Property and Equipment | Property and Equipment Property and equipment consists of Ambulances and medical equipment and are stated at cost. Ambulance and Medical equipment is depreciated using the straight-line method over the estimated service life of five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (ASC) Topic 360, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of outstanding shares of common stock during the period. |
Recent Pronouncements | Recent Pronouncements On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-16Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. On November 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2014-17Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force). The amendments in this Update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. |
NOTE 2 - PROPERTY AND EQUIPME16
NOTE 2 - PROPERTY AND EQUIPMENT (Table) | 3 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | September 30, June 30, 2015 2015 Furniture and Equipment $ 1,400 $ 1,400 Less: Accumulated depreciation (94) (47) Total equipment, net $ 1,306 $ 1,353 |
Assets held for sale | Assets held for Sale September 30, June 30, 2015 2015 Assets held for sale $ 47,555 $ 47,555 Less: Accumulated depreciation (20,475) (20,475) Total equipment, net $ 27,080 $ 27,080 |
NOTE 7 - DISCONTINUED OPERATI17
NOTE 7 - DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations | Reconciliation of the Items Constituting Profit and (Loss) from Discontinued Operations September 30, September 30, 2015 2014 Revenues $ - $ 70,871 Cost of sales - 40,389 General and administrative - - Depreciation & Amortization - 3,512 Asset write down - - Loss on disposal of Assets - - $ - $ 26,970 |
NOTE 1 - SUMMARY OF SIGNIFICA18
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2015 | Mar. 10, 2015 | Dec. 23, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 23, 2015 | Dec. 22, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
Forward stock split | 5 | ||||||||
Common stock, shares issued | 28,250,000 | 28,831,735 | 28,364,535 | 5,650,000 | |||||
Common stock, shares outstanding | 28,250,000 | 28,831,735 | 28,364,535 | 5,650,000 | |||||
Stock issued for service, shares | 0 | ||||||||
Series A Preferred Stock issued in consideration for services on the Company's Board of Directors. | 450,000 | 50,000 | |||||||
Cash | $ 89,068 | $ 45,843 | $ 4,138 | $ 5,053 | |||||
Operating Loss carry-forwards | 364,578 | ||||||||
Deferred tax assets | 127,602 | ||||||||
Valuation allowance | $ (127,602) | ||||||||
Tax rate | 35.00% | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock voting rights | 1,000 | ||||||||
Share Exchange Agreement With EMS Factory, Inc [Member] | |||||||||
Share exchange agreement terms | On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc., a company incorporated under the laws of the State of Pennsylvania (EMS), and the shareholder of EMS (the Selling Shareholder) pursuant to a share exchange agreement by and among the Company, EMS and the Selling Shareholder. The Company will acquire 100% of the issued and outstanding securities of EMS in exchange for the issuance of 10,000,000 shares of the Companys Restricted Common Stock, par value $0.001 per share and 500,000 shares of the Companys Series A Preferred Stock, par value $0.001. The Company will also fund $300,000 over the next one hundred and twenty days, to support the continued development and commercialization of EMS technology, in the following manner: |
NOTE 2 - PROPERTY AND EQUIPME19
NOTE 2 - PROPERTY AND EQUIPMENT - Equipment (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
DisclosurePropertyAndEquipmentDetailsAbstract | ||
Furniture and Equipment | $ 1,400 | $ 1,400 |
Less: Accumulated depreciation | (94) | (47) |
Total equipment, net | $ 1,306 | $ 1,353 |
NOTE 2 - PROPERTY AND EQUIPME20
NOTE 2 - PROPERTY AND EQUIPMENT - Assets Held For Sale (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 |
DisclosurePropertyAndEquipmentDetailsAbstract | ||
Assets held for sale | $ 47,555 | $ 47,555 |
Less: Accumulated depreciation | (20,475) | (20,475) |
Total equipment, net | $ 27,080 | $ 27,080 |
NOTE 2 - PROPERTY AND EQUIPME21
NOTE 2 - PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
DisclosurePropertyAndEquipmentDetailsAbstract | |||
Depreciation & Amortization | $ 3,512 | $ 0 | |
Depreciation & Amortization, equipment | 94 | 47 | |
Value of assets wrote down upon discontinuation of operations | (32,783) | $ 0 | 8,200 |
Loss on sale of assets upon discontinuation of operations | $ 0 | $ 0 | $ 13,097 |
NOTE 3 - RELATED PARTY TRANSA22
NOTE 3 - RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 15, 2015 | Aug. 06, 2015 | Jul. 30, 2015 | Jul. 22, 2015 | |
Related Party Transaction [Line Items] | |||||||
Executive compensation | $ 122,227 | $ 0 | |||||
Monthly office lease amount | 1,250 | ||||||
Series A preferred stock surrendered by affiliate | 500,000 | ||||||
Debt converted to common stock, value | $ 210,000 | $ 31,465 | $ 219,015 | ||||
Debt forgiven | $ 19,015 | $ 115 | |||||
Debt converted to common stock, shares issued | 194,444 | 17,606 | 26,885 | 212,050 | |||
Common shares issued to affiliate for compensation package | 30,000 | 150,000 | |||||
Mr.Rubakh's [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Executive compensation | $ 4,283 | $ 17,513 |
NOTE 4 - NOTES PAYABLE (Details
NOTE 4 - NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2015 | Aug. 06, 2015 | Jul. 30, 2015 | Jul. 22, 2015 | Jun. 30, 2015 | Mar. 23, 2015 | |
Note 4 - Notes Payable Details Narrative | ||||||
Note payable issued, amount | $ 30,400 | |||||
Interest rate on issued note payable | 10.00% | |||||
Accured interest payable on note | $ 822 | |||||
Due date of note payable | Oct. 15, 2015 | |||||
Amount of funding received | $ 260,000 | |||||
Committed funding | 300,000 | |||||
Debt converted to common stock, value | $ 210,000 | $ 31,465 | $ 219,015 | |||
Debt converted to common stock, shares issued | 194,444 | 17,606 | 26,885 | 212,050 |
NOTE 5 - PREFERRED STOCK (Detai
NOTE 5 - PREFERRED STOCK (Details Narrative) | Mar. 31, 2015shares | Sep. 30, 2015shares | Jun. 30, 2015shares | Mar. 23, 2015shares |
Series A preferred stock, shares authorized | 20,000,000 | |||
Series A preferred shares issued for services | 450,000 | 50,000 | ||
Common stock votes per Series A preferred share | 1,000 | |||
Series A Preferred Stock [Member] | ||||
Series A preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Share Exchange Agreement With EMS Factory, Inc [Member] | Series A Preferred Stock [Member] | ||||
Series A preferrred stock issued for share exchage agreement, shares | 500,000 |
NOTE 6 - COMMON STOCK (Details
NOTE 6 - COMMON STOCK (Details Narrative) - USD ($) | Mar. 31, 2015 | Mar. 09, 2015 | Sep. 30, 2015 | Aug. 06, 2015 | Jul. 30, 2015 | Jul. 22, 2015 | Jun. 30, 2015 | Mar. 30, 2015 | Dec. 23, 2014 | Dec. 22, 2014 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||
Common stock, shares issued | 28,831,735 | 28,364,535 | 28,250,000 | 5,650,000 | ||||||
Common stock, shares outstanding | 28,831,735 | 28,364,535 | 28,250,000 | 5,650,000 | ||||||
Stock issued for consulting agreement, shares | 48,245 | 30,000 | ||||||||
Stock issued for consulting agreement, value | $ 55,000 | $ 63,600 | ||||||||
Debt converted to common stock, value | $ 210,000 | $ 31,465 | $ 219,015 | |||||||
Debt forgiven | $ 19,015 | $ 115 | ||||||||
Debt converted to common stock, shares issued | 194,444 | 17,606 | 26,885 | 212,050 | ||||||
Common Stock | ||||||||||
Common stock, shares issued | 28,250,000 | |||||||||
Common stock, shares outstanding | 28,250,000 | |||||||||
Stock issued for debt conversion, shares | 84,535 | |||||||||
Stock issued for debt conversion, value | $ 84,535 | |||||||||
Share Exchange Agreement With EMS Factory, Inc [Member] | Common Stock | ||||||||||
Stock issued for share exchage agreement, shares | 10,000,000 | |||||||||
Cancellation of shares by former management of EMS Factory Inc | 10,000,000 |
NOTE 7 - DISCONTINUED OPERATI26
NOTE 7 - DISCONTINUED OPERATIONS - Reconciliation of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenues | $ 0 | $ 70,871 | |
Cost of sales | 0 | 40,389 | |
General and administrative | 0 | 0 | |
Depreciation & Amortization | 0 | 3,512 | |
Asset write down | 0 | 0 | $ 13,097 |
Loss on disposal of Assets | 0 | 0 | |
Profit and (Loss) from discontinued operations | $ 0 | $ 26,970 |
NOTE 8 - GOING CONCERN (Details
NOTE 8 - GOING CONCERN (Details Narrative) | Sep. 30, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Sustained losses | $ (364,578) |
NOTE 9 - SUBSEQUENT EVENTS (Det
NOTE 9 - SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 28, 2015 | Oct. 22, 2015 | Dec. 31, 2016 |
DisclosureSubsequentEventsNarrativeDetailsAbstract | |||
Convertible note issued to LG Capital | $ 125,000 | ||
Interest on LG Capital convertible note | 8.00% | ||
Convertible rate percent related to market share price | 80.00% | ||
Related party note maturity date | Oct. 22, 2016 | ||
OID percent | 15.00% | ||
Purchase price for each Convertible Note | $ 106,250 | ||
Closing cost entitled for LG Capital | $ 6,000 | ||
Warrants issued in connection with related party note payable | 3,000,000 | ||
Related party warrant exercise price per share | $ 0.74 | ||
Warrants to Falcones to purchase percent of Viva, percent | 5.00% | ||
Warrants to Rubakh to purchase percent of Viva, percent | 5.00% | ||
Warrants to purchase percent of Viva, exercise price per share | $ 0.50 | ||
Warrants to purchase percent of Viva, duration | 3 years | ||
Related party warrant term | 5 years | ||
Shares issued to Falcones for services | 1,500,000 |