Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Apr. 01, 2017 | Mar. 06, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | Teardroppers, Inc. | ||
Entity Central Index Key | 1,615,780 | ||
Document Type | POS AM | ||
Document Period End Date | Jun. 30, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 2,200,000 | ||
Entity Common Stock, Shares Outstanding | 38,210,000 | 37,750,000 | |
Document Fiscal Period Focus | Q2 | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | |||
Cash | $ 60,071 | $ 48,636 | $ 46,899 |
Total Current Assets | 60,071 | 48,636 | 46,899 |
Fixed Assets: | |||
Cost | 89,000 | 5,000 | 41,785 |
Less: Accumulated depreciation | (7,708) | (2,208) | (3,047) |
Fixed assets, net | 81,292 | 2,792 | 38,738 |
Total Assets | 141,363 | 51,428 | 85,637 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 125,124 | 104,062 | 52,763 |
Accounts payable - related parties | 2,360,000 | 177,500 | 67,500 |
Customer deposits | 14,200 | 14,500 | 14,500 |
Loan payable from related party | 450,000 | 450,000 | 450,000 |
Line of credit from related party | 167,260 | 125,560 | 75,835 |
Accrued interest | 111,800 | 89,300 | 44,300 |
Accrued interest payable to related party | 12,957 | 8,431 | 2,003 |
Total current liabilities | 1,111,641 | 969,353 | 706,901 |
Total Liabilities | 1,111,641 | 969,353 | 706,901 |
Stockholders' Equity (Deficit): | |||
Preferred stock, par value $0.001, authorized 20,000,000 shares, issued 0 shares, respectively | 0 | 0 | 0 |
Common stock, par value $0.001, authorized 100,000,000 | 38,210 | 37,750 | 38,000 |
Additional paid in capital | 120,068 | 36,528 | 69,385 |
Accumulated deficit | (1,128,556) | (992,203) | (728,649) |
Total Stockholders' Equity (Deficit) | (970,278) | (917,925) | (621,264) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 141,363 | $ 51,428 | $ 85,637 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ .001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 | $ .001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 38,210,000 | 37,750,000 | 38,000,000 |
Common stock, shares outstanding | 38,210,000 | 37,750,000 | 38,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||||||
Revenues | $ 0 | $ 6,010 | $ 0 | $ 6,010 | $ 6,010 | $ 0 |
Costs of revenues | 0 | 0 | 0 | 0 | 0 | 0 |
Gross Margin | 0 | 6,010 | 0 | 6,010 | 6,010 | 0 |
Operating Expenses: | ||||||
Consulting | 0 | 13,000 | ||||
Consulting to related party | 25,000 | 28,000 | 52,500 | 55,500 | 110,500 | 135,315 |
General & administrative | 27,566 | 10,903 | 39,223 | 23,537 | 48,022 | 37,593 |
Professional fees | 14,991 | 17,734 | 17,604 | 20,728 | 60,841 | 29,792 |
Operating Expenses | 67,557 | 56,637 | 109,327 | 99,765 | 219,363 | 215,700 |
Operating Income (loss) | (67,557) | (50,627) | (109,327) | (93,755) | (213,353) | (215,700) |
Other Income (Expense) | ||||||
Gain on sale of assets | 1,227 | 0 | ||||
Interest expense - related parties | (2,477) | (1,241) | (4,526) | (2,049) | (6,428) | (2,003) |
Interest Expense | (11,250) | (10,942) | (22,500) | (22,531) | (45,000) | (44,300) |
Total Other Income (Expense) | (13,727) | (12,183) | (27,026) | (24,580) | (50,201) | (46,303) |
Net Income Before Taxes | (81,284) | (62,810) | (136,353) | (118,335) | (263,554) | (262,003) |
Income Tax Provision | 0 | 0 | 0 | 0 | 0 | 0 |
Net Income (loss) | $ (81,284) | $ (62,810) | $ (136,353) | $ (118,335) | $ (263,554) | $ (262,003) |
Net income (loss) per share- basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 | $ (.01) | $ (0.01) |
Weighted average common shares outstanding- basic and diluted | 38,160,549 | 37,793,956 | 37,996,188 | 37,896,409 | 37,823,087 | 37,824,521 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2014 | 0 | 37,800,000 | |||
Beginning balance, value at Dec. 31, 2014 | $ 0 | $ 37,800 | $ 33,800 | $ (466,646) | $ (395,046) |
Shares repurchased and cancelled, shares | (50,000) | ||||
Shares repurchased and cancelled, value | $ (50) | (950) | (1,000) | ||
Shares issued to acquire assets, shares | 250,000 | ||||
Shares issued to acquire assets, value | $ 250 | 36,535 | 36,785 | ||
Net loss | (262,003) | (262,003) | |||
Ending balance, shares at Dec. 31, 2015 | 0 | 38,000,000 | |||
Ending balance, value at Dec. 31, 2015 | $ 0 | $ 38,000 | $ 69,385 | (728,649) | $ (621,264) |
Asset returned for cancellation of shares, shares returned | (250,000) | ||||
Asset returned for cancellation of shares, value | (250) | (32,857) | (33,107) | ||
Net loss | (263,554) | $ (263,554) | |||
Ending balance, shares at Dec. 31, 2016 | 0 | 37,750,000 | |||
Ending balance, value at Dec. 31, 2016 | $ 0 | $ 37,750 | $ 36,528 | $ (992,203) | (917,925) |
Shares issued to acquire assets, value | 84,000 | ||||
Net loss | (136,353) | ||||
Ending balance, value at Jun. 30, 2017 | $ (970,278) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ (136,353) | $ (118,335) | $ (263,554) | $ (262,003) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||||
Depreciation | 5,500 | 2,437 | 3,425 | 2,839 |
Legal fees paid by related party | 10,000 | 0 | ||
Gain on sale of asset | (1,227) | 0 | ||
Changes in Operating Assets and Liabilities | ||||
Increase (decrease) accounts payable - unrelated parties | 21,062 | 22,000 | 51,299 | 15,290 |
Increase in accounts payable - related parties | 52,500 | 55,000 | 110,000 | 52,500 |
Increase in customer deposits | 0 | 14,500 | ||
Increase in accrued interest - unrelated parties | 22,500 | 22,531 | 45,000 | 44,300 |
Increase in accrued interest - related parties | 4,526 | 2,049 | 6,428 | 1,263 |
Net cash used for operating activities | (30,265) | (14,318) | (38,629) | (131,311) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of fixed asset | 0 | 0 | (5,859) | 0 |
Proceeds from sale of asset | 6,500 | 0 | ||
Net cash used in investing activities | 0 | 0 | 641 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Shares repurchased and cancelled | 0 | (1,000) | ||
Proceeds from loans-related party | 0 | 75,000 | ||
Proceeds from line of credit to related party | 134,700 | 140,225 | 282,184 | 168,861 |
Repayments on line of credit related party | (93,000) | (92,200) | (242,459) | (93,026) |
Net cash provided by financing activities | 41,700 | 48,025 | 39,725 | 149,835 |
Net Increase (Decrease) in Cash | 11,435 | 33,707 | 1,737 | 18,524 |
Cash at Beginning of Period | 48,636 | 46,899 | 46,899 | 28,375 |
Cash at End of Period | 60,071 | 80,606 | 48,636 | 46,899 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest | 0 | 0 | 0 | 0 |
Franchise and income tax | 0 | 0 | 0 | 0 |
Non-cash investing and financing activities: | ||||
Shares issued to acquire assets | 0 | 36,785 | ||
Asset transferred for cancellation of shares | 0 | (33,107) | $ 33,107 | 0 |
Assets acquired with accounts payable | 0 | 5,859 | ||
Assets acquired in exchange for stock | $ 84,000 | $ 0 | $ 36,785 |
1. Organization and Description
1. Organization and Description of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Description of Business | On June 3, 2013, Teardroppers, Inc. (the “Company”), was incorporated under the laws of the state of Nevada. We intend to enter the business of mobile billboard advertising by offering to provide billboard advertising space on custom designed "Teardrop Trailers". Teardrop Trailers, are usually designed for short-period accommodations for vacationers and travelers. Teardrop Trailers are designed to be towed behind small economy sized vehicles and pickup trucks. | On June 3, 2013, Teardroppers, Inc. (the “Company”), was incorporated under the laws of the state of Nevada. We intend to enter the business of mobile billboard advertising by offering to provide billboard advertising space on custom designed "Teardrop Trailers". Teardrop Trailers, are usually designed for short-period accommodations for vacationers and travelers. Teardrop Trailers are designed to be towed behind small economy sized vehicles and pickup trucks. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interim Financial Statements The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2017. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 filed with the SEC. Use of estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. Cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Fair value of financial instruments The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short-term maturity of those instruments. The Company’s note payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2017 and December 31, 2016. The Company had no assets or liabilities measured at fair value on a recurring basis for as of June 30, 2017 and December 31, 2016, respectively, using the market and income approaches. Property and equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Revenue recognition The Company follows paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. The primary source of revenue is from the rental of advertising space on custom designed Teardrop Trailers. The length of the rental agreements varies from one to thirty days. Customers pay in advance and revenue is recognized based on the number of days of each contract that have expired. The Company recognized $6,010 of income from the rental of the trailers during the three months ended June 30, 2016. Net income (loss) per share The Company computes basic and diluted earnings per share amounts pursuant to ASC 260-10-45. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. There were no potentially dilutive shares outstanding as of June 30, 2017 and December 31, 2016, respectively. Subsequent events The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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. | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. Cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2016 and 2015, the Company had no cash equivalents. Fair value of financial instruments The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2016 and 2015. The Company had no assets and/or liabilities measured at fair value on a recurring basis for as of December 31, 2016 and 2015, respectively, using the market and income approaches. Property and equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. Commitments and contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Revenue recognition The Company follows paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. The primary source of revenue will be from the rental of advertising space on custom designed Teardrop Trailers. The length of the rental agreements will vary from one to thirty days. Customers will pay in advance and revenue will be recognized based on the number of days of each contract that have expired. For the years ended December 31, 2016 and 2015, the Company recognized revenue from the rental of trailers of $6,010 and $0, respectively. Income taxes The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB ASC (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Stock-based compensation In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC No. 718. FASB ASC No. 505, Equity Based Payments to Non-Employees Net income (loss) per share The Company computes basic and diluted earnings per share amounts pursuant to ASC 260-10-45. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. There were no potentially dilutive shares outstanding as of December 31, 2016, and December 31, 2015, respectively. Subsequent events The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Reclassifications Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s statements of operations or statements of cash flows and had no material impact on the Company’s balance sheets. Recently issued accounting pronouncements In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). By incorporating and expanding upon certain principles that are currently in U.S. auditing standards, ASU 2014-15 requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern. Specifically, ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not elected to early adopt the provisions of ASU 2014-15, and accordingly, the requirements of ASU 2014-15 will apply beginning with the year ended December 31, 2017. The Company is currently evaluating the effects, if any, that the application of ASU 2014-15 will have on disclosures associated with its financial statements. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-9 ”), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard becomes effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its financial statements and related disclosures. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period. The Company is currently evaluating the effects, if any, that the application of ASU 2016-09 will have on disclosures associated with its financial statements. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The Company is currently evaluating the effects, if any, that the application of ASU 2016-10 will have on disclosures associated with its financial statements. |
3. Going Concern
3. Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a minimum cash balance available for payment of ongoing operating expenses. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. | The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has a minimum cash balance available for payment of ongoing operating expenses. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. |
4. Fixed Assets
4. Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Property and equipment consists of the following at December 31, 2016: December 31, 2016 December 31, 2015 Property and equipment, net $ 5,000 $ 41,785 Less: accumulated depreciation (2,208 ) (3,047 ) Property and equipment, net $ 2,792 $ 38,738 Depreciation expense for the years ended December 31, 2016 and 2015 was $3,425 and $2,839 respectively. In October 2015, the Company purchased a 1966 Ford Mustang from a related party for 250,000 shares of common stock, valued at the historical cost to the related party. In April 2016, the Mustang was returned to the related party and the shares were cancelled. In June 2016, the Company purchased for $5,859 a trailer from a company owned by a family member of the managing member and the majority membership interest holder of our majority shareholder. In December 2016, the trailer was sold to an unrelated party for $6,500 and a gain of $1,227 recognized. |
5. Loan Payable
5. Loan Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Loan Payable | On December 12, 2014, the Company entered into a loan agreement with Gemini Southern, LLC whereby the monies paid to the Company by Gemini Southern, LLC pursuant to the consulting agreement dated September 20, 2013. The balance will be paid back with interest commencing on January 1, 2015 at a rate of 10% per annum with a maturity date of December 12, 2018. As of December 31, 2016, and 2015, the loan amount was $450,000. The Company recorded accrued interest on this loan of $89,300 and $44,300 as of December 31, 2016, and 2015, respectively. |
6. Line of Credit from Related
6. Line of Credit from Related Party | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Line of Credit from Related Party | On February 25, 2014, the Company entered into a line of credit with DEVCAP Partners, LLC, a California limited liability company, for an amount up to $450,000 with a maturity date of June 1, 2018, bearing interest of 10% per annum. DEVCAP Partners, LLC is a related party to the Company as it is the majority shareholder of the Company. As of June 30, 2017, and December 31, 2016, the balance of the line of credit was $142,260 and $100,560, respectively. The Company recorded accrued interest of $8,259 and $4,972 on the line of credit at June 30, 2017 and December 31, 2016, respectively. On August 13, 2015, the company entered into a line of credit with General Pacific Partners, LLC, a California limited liability company, for an amount up to $450,000. The line of credit is a demand loan bearing interest of 10% per annum. General Pacific Partners, LLC is a related party to the Company as it is owned by a majority shareholder of the Company. As of June 30, 2017 and December 31, 2016 the balance of the line of credit was $25,000. The Company recorded accrued interest of $4,698 and $3,459 at June 30, 2017 and December 31, 2016, respectively. | On February 25, 2014, the Company entered into a line of credit with DEVCAP Partners, LLC, a California limited liability company, for an amount up to $450,000 with a maturity date of June 1, 2017, bearing interest of 10% per annum. DEVCAP Partners, LLC is a related party to the Company as it is the majority shareholder of the Company. As of December 31, 2016, and 2015, the balance of the line of credit was $100,560 and $50,835, respectively. The Company recorded accrued interest of $4,972 and $1,044 at December 31, 2016 and 2015, respectively. On August 13, 2015, the company entered into a line of credit with General Pacific Partners, LLC, a California limited liability company, for an amount up to $450,000. The line of credit is a demand loan bearing interest of 10% per annum. General Pacific Partners, LLC is a related party to the Company as it is owned by a majority shareholder of the Company. The balance of the line of credit was $25,000 as of December 31, 2016, and 2015. The Company recorded accrued interest of $3,459 and $959 at December 31, 2016 and 2015, respectively. |
7. Other Related Party Transact
7. Other Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Other Related Party Transactions | Office space We currently occupy approximately 1,500 square feet of office and garage space at 3500 75th Street West, Rosamond, California. We share this space with Matthew D. Jackson, our Chief Marketing Officer. Presently, we do not incur any expenses for the use of this facility. Consulting expense to related party (DEVCAP Partners, LLC) On January 1, 2014, the Company executed a three-year consulting agreement with DEVCAP Partners, LLC, (“DEVCAP”), whereby the Company agreed to pay $7,500 a month for consulting services to be provided to the Company such as marketing, architectural development, accounting, finance, corporate structure and tax planning. For the three months ended June 30, 2017 and 2016, the Company recorded consulting fee expense to DEVCAP of $22,500. For the six months ended June 30, 2017 and 2016, the Company recorded consulting fee expense to DEVCAP of $45,000. The amount due but unpaid is $187,500 and $142,500 at June 30, 2017 and 2016, respectively, and is included in accounts payable- related parties on the balance sheet. Consulting expense to related party (Ray Gerrity) On January 1, 2014, the Company entered into a verbal consulting agreement with its Chief Executive Officer, Ray Gerrity, whereby the Company agreed to pay $2,500 per quarter for consulting services related to his duties as Chief Executive Officer. For the three months ended June 30, 2017 and 2016, the Company recorded consulting fee expense of $2,500. For the six months ended June 30, 2017 and 2016, the Company recorded consulting fee expense of $5,000. The amount due but unpaid was $25,000 and $20,000 at June 30, 2017 and December 31, 2016, respectively, and was included on the balance sheet as accounts payable - related parties. Consulting expense to related party (Robert Wilson) On January 1, 2014, the Company entered into a verbal consulting agreement with its Chief Financial Officer, Robert Wilson, whereby the Company agreed to pay $2,500 per quarter for consulting services related to his duties as Chief Financial Officer. He resigned effective April 1, 2017. For the three and six months ended June 30, 2016, the Company recorded consulting fee expense of $2,500 and $5,000, respectively. The Company accrued $2,500 for the first quarter of 2017. Mr. Wilson resigned effective April 1, 2017. The amount due but unpaid was $17,500 and $15,000 at June 30, 2017 and December 31, 2016, respectively, and was included on the balance sheet as accounts payable - related parties. Related party purchase of asset On February 4, 2017, the Company purchased a 1971 Chevrolet Corvette for use in the business operations. The vehicle was acquired from the majority shareholder in exchange for 160,000 of stock valued at $.15 per share, for a total of $24,000. On April 15, 2017, the Company purchased a 1995 Featherlite trailer for use in the business operations. The trailer was purchased from a shareholder in exchange for 300,000 shares valued at $.20 per share, for a total of $60,000. | Office space We currently occupy approximately 1,500 square feet of office and garage space at 3500 75th Street West, Rosamond, California. We share this space with Matthew D. Jackson, our Chief Marketing Officer. Presently, we do not incur any expenses for the use of this facility. Line of credit from related parties The Company has two line of credit agreements with related parties. DEVCAP Partners, LLC is also the majority shareholder in the Company. General Pacific Partners, LLC is owned by the party that owns DEVCAP Partners, LLC. See Note 6 for further disclosure. Consulting expense to related party (DEVCAP Partners, LLC) On January 1, 2014, the Company executed a three-year consulting agreement with DEVCAP Partners, LLC, (“DEVCAP”), whereby the Company agreed to pay $7,500 a month for consulting services to be provided to the Company such as marketing, architectural development, accounting, finance, corporate structure and tax planning. The Company recorded consulting fee expense of $90,000 for each of the years ended December 31, 2016 and 2015. The amount due but unpaid at December 31, 2016 and 2015 was $142,500 and 52,500, respectively and is included on the balance sheet as accounts payable- related parties. Consulting expense to related party (Ray Gerrity) On January 1, 2014, the Company entered into a verbal consulting agreement with its Chief Executive Officer, Ray Gerrity, whereby the Company agreed to pay $2,500 per quarter for consulting services related to his duties as Chief Executive Officer. For each of the years ended December 31, 2016 and 2015, the Company recorded consulting fee expense of $10,000. The amount due but unpaid was $20,000 and $10,000 at December 31, 2016 and 2015, respectively, and was included on the balance sheet as accounts payable - related parties. Consulting expense to related party (Robert Wilson) On January 1, 2014, the Company entered into a verbal consulting agreement with its Chief Financial Officer, Robert Wilson, whereby the Company agreed to pay $2,500 per quarter for consulting services related to his duties as Chief Executive Officer. For each of the years ended December 31, 2016 and 2015, the Company recorded consulting fee expense of $10,000. The amount due but unpaid was $15,000 and $5,000 at December 31, 2016 and 2015, respectively, and was included on the balance sheet as accounts payable - related parties Purchase of equipment from related parties In October 2015, the Company purchased a 1966 Ford Mustang from DEVCAP Partners, LLC to be used in promotional and operational activities for a total price of $36,785. The payable was converted to 250,000 shares of stock. On April 16, 2016, the Company returned the vehicle to DEVCAP Partners, LLC in exchange for cancellation of 250,000 shares of stock. The value of the cancelled shares was deemed to be the net book value of the vehicle on the date of transfer, $33,107. The vehicle was purchased with the intent of using it to tow trailers displaying advertising. It was subsequently determined that the vehicle was not suitable for its intended purpose and was returned to the original owner. On June 13, 2016, the Company purchased equipment for $5,859 from a company whose president is a family member of the managing member and the majority membership interest holder of our majority shareholder. See note 4 for further details. |
8. Stockholders' Equity (Defici
8. Stockholders' Equity (Deficit) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Stockholders' Equity (Deficit) | At the time of incorporation, the Company was authorized to issue 10,000 shares of common stock and 1,000 shares of preferred stock with a par value of $0.001. The Company amended its articles of incorporation to increase its authorized shares to 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, both $0.001 par value. | At the time of incorporation, the Company was authorized to issue 10,000 shares of common stock and 1,000 shares of preferred stock with a par value of $0.001. The Company amended its articles of incorporation to increase it authorized shares to 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, both $0.001 par value. On January 22, 2015, the Company repurchased and cancelled 50,000 shares for $1,000. On October 5, 2015, the Company purchased a 1966 Ford Mustang from DEVCAP Partners, LLC to be used in promotional and operational activities for a total price of $36,785. The payable was converted to 250,000 shares of stock. On April 16, 2016, the Company returned the vehicle to DEVCAP Partners, LLC in exchange for cancellation of 250,000 shares of stock. The value of the cancelled shares was deemed to be the net book value of the vehicle on the date of transfer, $33,107. |
9. Income Taxes
9. Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Current income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes. Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. The Company’s deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers would be limited under the Internal Revenue Code should a significant change in ownership occur within a three-year period. In 2016 and 2015, the Company’s tax losses were reduced by accrued expenses to related parties which are not recognized for tax purposes until paid. There were no depreciation differences. At December 31, 2016 and 2015, the Company had net operating loss carryforwards of approximately $794,000 and $681,000, respectively, which begin to expire in 2033. Deferred tax assets (liabilities) consisted of the following: 2016 2015 Net operating loss carryforwards $ 119,100 $ 102,150 Share based compensation 7,200 7,200 Accounts payable, related party 26,625 10,125 Other deferred tax items 6,150 – Valuation allowance (159,075 ) (119,475 ) Total deferred tax assets $ – $ – The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management’s analysis, they concluded not to retain a deferred tax asset since it is uncertain whether the Company can utilize this asset in future periods. Therefore, they have established a full reserve against this asset. The change in the valuation allowance in 2016 and 2015 was $39,600 and $39,300, respectively. A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes at December 31, 2016 and 2015 is as follows: 2016 2015 Expected tax at 15% $ (39,600 ) $ (39,300 ) Change in valuation allowance 39,600 39,300 Provision for income taxes $ – $ – The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2016, and 2015, the Company had no accrued interest and penalties related to uncertain tax positions. The Company is subject to taxation in the U.S. and California. Tax years for 2013 and forward are subject to examination by tax authorities. The Company is not currently under examination by any tax authority. Management has evaluated tax positions in accordance with FASB ASC 740, and has not identified any tax positions, other than those discussed above, that require disclosure. |
10. Subsequent Events
10. Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist. | Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist. |
2. Summary of Significant Acc17
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). | Basis of presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Interim Financial Statements | Interim Financial Statements The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2017. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016 filed with the SEC. | |
Use of estimates | Use of estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. | Use of estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets, and related depreciation and amortization methods applied. |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | Cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2016 and 2015, the Company had no cash equivalents. |
Fair value of financial instruments | Fair value of financial instruments The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short-term maturity of those instruments. The Company’s note payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at June 30, 2017 and December 31, 2016. The Company had no assets or liabilities measured at fair value on a recurring basis for as of June 30, 2017 and December 31, 2016, respectively, using the market and income approaches. | Fair value of financial instruments The Company adopted the provisions of FASB Accounting Standards Codification (“ASC”) 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The Fair Value Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels. The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses, and deferred revenue approximate their fair value because of the short maturity of those instruments. The Company’s note payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2016 and 2015. The Company had no assets and/or liabilities measured at fair value on a recurring basis for as of December 31, 2016 and 2015, respectively, using the market and income approaches. |
Property and equipment | Property and equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. | Property and equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of three (3) years for equipment, five (5) years for automobile, and seven (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. |
Commitments and contingencies | Commitments and contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. | |
Revenue recognition | Revenue recognition The Company follows paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. The primary source of revenue is from the rental of advertising space on custom designed Teardrop Trailers. The length of the rental agreements varies from one to thirty days. Customers pay in advance and revenue is recognized based on the number of days of each contract that have expired. The Company recognized $6,010 of income from the rental of the trailers during the three months ended June 30, 2016. | Revenue recognition The Company follows paragraph 605-10-S99-1 of the FASB ASC for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured. In addition, the Company records allowances for accounts receivable that are estimated to not be collected. The primary source of revenue will be from the rental of advertising space on custom designed Teardrop Trailers. The length of the rental agreements will vary from one to thirty days. Customers will pay in advance and revenue will be recognized based on the number of days of each contract that have expired. For the years ended December 31, 2016 and 2015, the Company recognized revenue from the rental of trailers of $6,010 and $0, respectively. |
Income taxes | Income taxes The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB ASC (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. | |
Stock-based compensation | Stock-based compensation In December 2004, the FASB issued FASB ASC No. 718, Compensation – Stock Compensation Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC No. 718. FASB ASC No. 505, Equity Based Payments to Non-Employees | |
Net income (loss) per share | Net income (loss) per share The Company computes basic and diluted earnings per share amounts pursuant to ASC 260-10-45. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. There were no potentially dilutive shares outstanding as of June 30, 2017 and December 31, 2016, respectively. | Net income (loss) per share The Company computes basic and diluted earnings per share amounts pursuant to ASC 260-10-45. Basic earnings per share is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common stock during the period The diluted weighted average number of common shares outstanding is the basic weighted number of shares adjusted as of the first day of the year for any potentially diluted debt or equity. There were no potentially dilutive shares outstanding as of December 31, 2016, and December 31, 2015, respectively. |
Subsequent events | Subsequent events The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. | Subsequent events The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. |
Reclassifications | Reclassifications Certain balance sheet reclassifications have been made to prior period balances to reflect the current period’s presentation format; such reclassifications had no impact on the Company’s statements of operations or statements of cash flows and had no material impact on the Company’s balance sheets. | |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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. | Recently issued accounting pronouncements In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). By incorporating and expanding upon certain principles that are currently in U.S. auditing standards, ASU 2014-15 requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern. Specifically, ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not elected to early adopt the provisions of ASU 2014-15, and accordingly, the requirements of ASU 2014-15 will apply beginning with the year ended December 31, 2017. The Company is currently evaluating the effects, if any, that the application of ASU 2014-15 will have on disclosures associated with its financial statements. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-9 ”), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard becomes effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its financial statements and related disclosures. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period. The Company is currently evaluating the effects, if any, that the application of ASU 2016-09 will have on disclosures associated with its financial statements. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The Company is currently evaluating the effects, if any, that the application of ASU 2016-10 will have on disclosures associated with its financial statements. |
4. Fixed Assets (Tables)
4. Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | December 31, 2016 December 31, 2015 Property and equipment, net $ 5,000 $ 41,785 Less: accumulated depreciation (2,208 ) (3,047 ) Property and equipment, net $ 2,792 $ 38,738 |
9. Income Taxes (Tables)
9. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | 2016 2015 Net operating loss carryforwards $ 119,100 $ 102,150 Share based compensation 7,200 7,200 Accounts payable, related party 26,625 10,125 Other deferred tax items 6,150 – Valuation allowance (159,075 ) (119,475 ) Total deferred tax assets $ – $ – |
Reconcilation of income taxes | 2016 2015 Expected tax at 15% $ (39,600 ) $ (39,300 ) Change in valuation allowance 39,600 39,300 Provision for income taxes $ – $ – |
2. Summary of Significant Acc20
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair value of assets/liabilities | $ 0 | $ 0 | $ 0 | $ 0 | ||
Income from rental of trailers | $ 0 | $ 6,010 | $ 0 | $ 6,010 | $ 6,010 | $ 0 |
Potentially dilutive shares outstanding | 0 | 0 | 0 | |||
Equipment [Member] | ||||||
Property and equipment estimated useful lives | P3Y | p3y | ||||
Automobiles [Member] | ||||||
Property and equipment estimated useful lives | P5Y | p5y | ||||
Furniture and Fixtures [Member] | ||||||
Property and equipment estimated useful lives | P7Y | p7y |
4. Fixed Assets (Details)
4. Fixed Assets (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | |||
Property and equipment, gross | $ 5,000 | $ 41,785 | |
Less: Accumulated depreciation | $ (7,708) | (2,208) | (3,047) |
Property and equipment, net | $ 81,292 | $ 2,792 | $ 38,738 |
4. Fixed Assets (Details Narrat
4. Fixed Assets (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 5,500 | $ 2,437 | $ 3,425 | $ 2,839 |
Vehicle purchased | $ 0 | $ 0 | 5,859 | 0 |
Proceeds from sale of vehicle | 6,500 | 0 | ||
Gain on sale of property | $ 1,227 | $ 0 |
5. Loan Payable (Details Narrat
5. Loan Payable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2015 | |
Loan payable to related party | $ 450,000 | $ 450,000 | $ 450,000 |
Interest rate | 10.00% | ||
Maturity date | Dec. 12, 2018 | ||
Gemini Southern | |||
Loan payable to related party | $ 450,000 | 450,000 | |
Acccrued interest on loan | $ 89,300 | $ 44,300 |
6. Line of Credit from Relate24
6. Line of Credit from Related Party (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Credit line balance | $ 167,260 | $ 125,560 | $ 75,835 |
Accrued interest | 111,800 | 89,300 | 44,300 |
DEVCAP Partners, LLC [Member] | |||
Line of credit maximum amount | $ 450,000 | $ 450,000 | |
Maturity date | Jun. 1, 2018 | Jun. 1, 2017 | |
Interest rate | 10.00% | 10.00% | |
Credit line balance | $ 142,260 | $ 100,560 | 50,835 |
Accrued interest | 8,259 | 4,972 | 1,044 |
General Pacific Partners, LLC [Member] | |||
Line of credit maximum amount | $ 450,000 | $ 450,000 | |
Interest rate | 10.00% | 10.00% | |
Credit line balance | $ 25,000 | $ 25,000 | 25,000 |
Accrued interest | $ 4,698 | $ 3,459 | $ 959 |
7. Other Related Party Transa25
7. Other Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consulting fees to related party | $ 25,000 | $ 28,000 | $ 52,500 | $ 55,500 | $ 110,500 | $ 135,315 | |
Accounts payable - related parties | 2,360,000 | 2,360,000 | 177,500 | 67,500 | |||
DEVCAP Partners, LLC [Member] | |||||||
Consulting fees to related party | 22,500 | 22,500 | 45,000 | 45,000 | 90,000 | 90,000 | |
Accounts payable - related parties | 142,500 | 52,500 | |||||
Ray Gerrity [Member] | |||||||
Consulting fees to related party | $ 2,500 | 2,500 | 5,000 | 5,000 | 10,000 | 10,000 | |
Accounts payable - related parties | 20,000 | 10,000 | |||||
Robert Wilson [Member] | |||||||
Consulting fees to related party | $ 2,500 | $ 2,500 | $ 2,500 | $ 5,000 | 10,000 | 10,000 | |
Accounts payable - related parties | $ 15,000 | $ 5,000 |
8. Stockholders' Equity (Detail
8. Stockholders' Equity (Details Narrative) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ .001 |
Common stock, shares issued | 38,210,000 | 37,750,000 | 38,000,000 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ .001 |
9. Income Taxes (Details - Defe
9. Income Taxes (Details - Deferred tax assets) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 119,100 | $ 102,150 |
Share based compensation | 7,200 | 7,200 |
Accounts payable, related party | 26,625 | 10,125 |
Other deferred tax items | 6,150 | 0 |
Valuation allowance | (159,075) | (119,475) |
Total deferred tax assets | $ 0 | $ 0 |
9. Income Taxes (Details - Inco
9. Income Taxes (Details - Income tax provision) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||||||
Expected tax rate | 15.00% | |||||
Expected tax at tax rate | $ (39,600) | $ (39,300) | ||||
Change in valuation allowance | 39,600 | 39,300 | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
9. Income Taxes (Details Narrat
9. Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 794,000 | $ 681,000 |
NOL beginning expiration date | Dec. 31, 2033 |
2. Summary of Significant Acc30
2. Summary of Significant Accounting Policies (June 2017) (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair value of assets/liabilities | $ 0 | $ 0 | $ 0 |
Potentially dilutive shares outstanding | 0 | 0 | 0 |
Equipment [Member] | |||
Property and equipment estimated useful lives | P3Y | p3y | |
Automobiles [Member] | |||
Property and equipment estimated useful lives | P5Y | p5y | |
Furniture and Fixtures [Member] | |||
Property and equipment estimated useful lives | P7Y | p7y |
4. Line of Credit from Related
4. Line of Credit from Related Party (June 2017) (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Credit line balance | $ 167,260 | $ 125,560 | $ 75,835 |
Accrued interest | $ 111,800 | 89,300 | 44,300 |
DEVCAP Partners, LLC [Member] | |||
Debt issuance date | Feb. 25, 2014 | ||
Line of credit maximum borrowing capacity | $ 450,000 | $ 450,000 | |
Maturity date | Jun. 1, 2018 | Jun. 1, 2017 | |
Interest rate | 10.00% | 10.00% | |
Credit line balance | $ 142,260 | $ 100,560 | 50,835 |
Accrued interest | $ 8,259 | 4,972 | 1,044 |
General Pacific Partners, LLC [Member] | |||
Debt issuance date | Aug. 13, 2015 | ||
Line of credit maximum borrowing capacity | $ 450,000 | $ 450,000 | |
Interest rate | 10.00% | 10.00% | |
Credit line balance | $ 25,000 | $ 25,000 | 25,000 |
Accrued interest | $ 4,698 | $ 3,459 | $ 959 |
5. Other Related Party Transact
5. Other Related Party Transactions (June 2017) (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consulting fees to related party | $ 25,000 | $ 28,000 | $ 52,500 | $ 55,500 | $ 110,500 | $ 135,315 | |
Stock issued for asset purchase, value | 84,000 | 0 | 36,785 | ||||
DEVCAP Partners, LLC [Member] | |||||||
Consulting fees to related party | 22,500 | 22,500 | 45,000 | 45,000 | 90,000 | 90,000 | |
Due to related party | 187,500 | 187,500 | 142,500 | ||||
Gerrity [Member] | |||||||
Consulting fees to related party | 2,500 | 2,500 | 5,000 | 5,000 | 10,000 | 10,000 | |
Due to related party | 25,000 | 25,000 | 20,000 | ||||
Wilson [Member] | |||||||
Consulting fees to related party | $ 2,500 | $ 2,500 | 2,500 | $ 5,000 | 10,000 | $ 10,000 | |
Due to related party | $ 17,500 | $ 17,500 | $ 15,000 | ||||
Majority Shareholder [Member] | |||||||
Stock issued for asset purchase, shares issued | 160,000 | ||||||
Stock issued for asset purchase, value | $ 24,000 | ||||||
Shareholder [Member] | |||||||
Stock issued for asset purchase, shares issued | 300,000 | ||||||
Stock issued for asset purchase, value | $ 60,000 |
6. Stockholders' Equity (Defici
6. Stockholders' Equity (Deficit) (June 2017) (Details Narrative) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ .001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ .001 |