Download to XLS

Document and Entity Information

v2.4.0.6
Document and Entity Information
 3 Months Ended
Mar. 31, 2013
May 08, 2013
Document And Entity Information    
Entity Registrant Name MamaMancini's Holdings, Inc.  
Entity Central Index Key 0001520358  
Document Type 10-Q  
Document Period End Date Mar. 31, 2013  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Current Reporting Status Yes  
Entity Common Stock, Shares Outstanding   20,854,000
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2013  

Condensed Consolidated Balance Sheets

v2.4.0.6
Condensed Consolidated Balance Sheets (USD $)
Mar. 31, 2013
Dec. 31, 2012
Assets:    
Cash $ 668,180 $ 2,008,161
Accounts receivable, net 813,586 463,565
Inventories 99,095 76,570
Prepaid expenses and other current assets 135,806 64,178
Due from related party 30,000   
Due from manufacturer - related party 227,003 159,200
Deposit with manufacturer - related party 223,860 192,956
Total current assets 2,197,530 2,964,630
Property and equipment, net 14,191 17,451
Total Assets 2,211,721 2,982,081
Liabilities:    
Accounts payable and accrued expenses 465,261 329,233
Line of credit 200,000 200,000
Total current liabilities 665,261 529,233
Stockholders' Equity    
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding      
Common stock, $0.00001 par value; 250,000,000 shares authorized; 20,854,000 and 20,054,000 shares issued and outstanding, respectively 209 201
Additional paid in capital 5,509,672 5,804,680
Accumulated deficit (3,963,421) (3,352,033)
Total Stockholders' Equity 1,546,460 2,452,848
Total Liabilities and Stockholders' Equity $ 2,211,721 $ 2,982,081

Condensed Consolidated Balance Sheets (Parenthetical)

v2.4.0.6
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.00001 $ 0.00001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued      
Preferred stock, shares outstanding      
Common stock, par value $ 0.00001 $ 0.00001
Common stock, shares authorized 250,000,000 250,000,000
Common stock, shares issued 20,854,000 20,054,000
Common stock, shares outstanding 20,854,000 20,054,000

Condensed Consolidated Statements of Operations (Unaudited)

v2.4.0.6
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Income Statement [Abstract]    
Sales - net of slotting fees and discounts $ 1,772,164 $ 1,137,201
Cost of sales 1,282,102 784,271
Gross profit 490,062 352,930
Operating expenses    
Research and development 3,143 0
General and administrative expenses 1,096,057 745,233
Total operating Expenses 1,099,200 745,233
Loss from operations (609,138) (392,303)
Other income (expenses)    
Interest expense (2,250) (7,854)
Total other income (expense) (2,250) (7,854)
Net loss $ (611,388) $ (400,157)
Net loss per common share - basic and diluted $ (0.03) $ (0.03)
Weighted average common shares outstanding - basic and diluted 20,640,667 15,000,000

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited)

v2.4.0.6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) (USD $)
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Total
Balance at Dec. 31, 2011 $ 150 $ 1,401,573 $ (1,352,410) $ 49,313
Balance, shares at Dec. 31, 2011 15,000,000      
Common stock issued for cash 51 5,053,949   5,054,000
Common stock issued for cash, shares 5,054,000      
Warrants issued for services   438,122   438,122
Stock issuance costs   (1,088,964)   (1,088,964)
Net loss     (1,999,623) (1,999,623)
Balance at Dec. 31, 2012 201 5,804,680 (3,352,033) 2,452,848
Balance, shares at Dec. 31, 2012 20,054,000      
Recapitalization 8 (295,008)   (295,000)
Recapitalization, shares 800,000      
Net loss     (611,388) (611,388)
Balance at Mar. 31, 2013 $ 209 $ 5,509,672 $ (3,963,421) $ 1,546,460
Balance, shares at Mar. 31, 2013 20,854,000      

Condensed Consolidated Statements of Cash Flows (Unaudited)

v2.4.0.6
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (611,388) $ (400,157)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation 3,260 2,903
(Increase) Decrease in:    
Accounts receivable (350,021) 294,447
Inventories (22,525) (13,292)
Prepaid expenses and other assets (71,628) (32,233)
Deposit with manufacturer - related party (30,904) (49,931)
Increase (Decrease) in:    
Accounts payable and accrued expenses 136,028 320,168
Due to manufacturer - related party (67,803) (69,544)
Net Cash Provided By (Used In) Operating Activities (1,014,981) 52,361
CASH FLOWS FROM INVESTING ACTIVITIES:    
Cash paid for acquisition of shell company (295,000)   
Loans to related party (30,000)   
Net Cash Used In Investing Activities (325,000)   
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayment of credit line    (72,000)
Net Cash Provided By Financing Activities    (72,000)
Net Increase (Decrease) in Cash (1,339,981) (19,639)
Cash - Beginning of Period 2,008,161 16,505
Cash - End of Period 668,180 (3,134)
Cash Paid During the Period for:    
Income taxes      
Interest $ 2,250 $ 7,854

Nature of Operations and Basis of Presentation

v2.4.0.6
Nature of Operations and Basis of Presentation
 3 Months Ended
Mar. 31, 2013
Nature Of Operations And Basis Of Presentation  
Nature of Operations and Basis of Presentation

Note 1 Nature of Operations and Basis of Presentation

 

Nature of Operations

 

MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

 

Current Business of the Company

 

The Company is a manufacturer and distributor of a line of beef meatballs with sauce, turkey meatballs with sauce, Italian sausage with sauce and other similar Italian meats with sauces. The Company’s customers are located throughout the United States, with a large concentration in the Northeastern and Southeastern United States regions.

 

Mergers

 

On January 24, 2013, the Company, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), MamaMancini’s, Inc., a privately-held Delaware Corporation headquartered in New Jersey (“MamaMancini’s”) and an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into MamaMancini’s, with MamaMancini’s surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Company acquired, through a reverse triangular merger, all of the outstanding capital stock of MamaMancini’s in exchange for issuing MamaMancini’s shareholders (the “MamaMancini’s Shareholders”), pro-rata, a total of 20,054,000 shares of the Company’s common stock. Immediately after the Merger was consummated, and further to the Agreement, the majority shareholders and certain affiliates of the Company cancelled a total of 103,408,000 shares of the Company’s common stock held by them (the “Cancellation”). In consideration of the Cancellation of such common stock, the Company paid the Majority Shareholder in aggregate of $295,000 and 800,000 shares of common stock and released the other affiliates from certain liabilities. In addition, the Company has agreed to spinout to the Majority Shareholder all assets related to the Company’s real estate management business within 30 days after the closing. As a result of the Merger and the Cancellation, the MamaMancini’s Shareholders became the majority shareholders of the Company.

 

The consolidated financial statements presented for all periods through and including March 31, 2013 are those of MamaMancini’s. As a result of this Merger, the equity sections of MamaMancini’s for all prior periods presented reflect the recapitalization described above and are consistent with the March 31, 2013 balance sheet presented for the Company.

 

Since the transaction is considered a reverse acquisition and recapitalization, the presentation of pro-forma financial information was not required.

 

Basis of Presentation

 

The condensed consolidated financial statements and accompanying footnotes are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

  

The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2012 filed on April 16, 2013. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the year ended December 31, 2012 has been omitted. The results of operations for the interim periods presented are not necessarily indicative of results for the entire year ending December 31, 2013.

Summary of Significant Accounting Policies

v2.4.0.6
Summary of Significant Accounting Policies
 3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2 Summary of Significant Accounting Policies

 

Principles of consolidation

 

All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Use of estimates

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

 

Risks and uncertainties

 

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

 

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

 

Reclassifications

 

Certain amounts in the prior year have been reclassified to conform to the current year presentation.

  

Cash

 

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at March 31, 2013 and December 31, 2012.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

 

Accounts receivable and allowance for doubtful accounts 

 

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of March 31, 2013 and December 31, 2012, the Company had reserves of $2,000.

 

Inventories

 

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at March 31, 2013 and December 31, 2012:

 

    March 31, 2013     December 31, 2012  
Finished goods   $ 99,095     $ 76,570  
                 

  

Depreciation

 

Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives.

 

Asset lives for financial statement reporting of depreciation are:

 

Machinery and equipment                          2-7 years

 

Fair Value of Financial Instruments

 

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

 

Stock Issuance Costs

 

Stock Issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity. Offering costs recorded to equity for the three months ended March 31, 2013 and year ended December 31, 2012 were $0 and $1,088,964, respectively.

  

Research and Development

 

Research and development is expensed as incurred. Research and development expenses for the three months ended March 31, 2013 and 2012 were $3,143 and $0, respectively.

 

Shipping and Handling Costs

 

The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales.

 

Revenue Recognition

 

The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products.

 

The Company meets these criteria upon shipment.

 

Expenses such as slotting fees and sales discounts are accounted for as a direct reduction of revenues as follows:

 

    Three Months
Ended
March 31, 2013		     Three Months
Ended
March 31, 2012		  
Gross Sales   $  1,931,473     $ 1,222,287  
                 
Less: Slotting, Discounts, Allowances     159,309       85,086  
Net Sales   $ 1,772,164     $ 1,137,201  

 

Cost of sales

 

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs.

 

Advertising

 

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the three months ended March 31, 2013 and 2012 were $417,000 and $324,000, respectively.

 

Stock-based compensation

 

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services”.

  

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

 

Share based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the Statement of Operations. For the three months ended March 31, 2013 and 2012 share based compensation amounted to $0.

 

Earnings per share

 

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 

The Company had the following potential common stock equivalents at March 31, 2013:

 

Common stock warrants, exercise price of $1.00     505,400  
Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     728,804  

  

The Company had the following potential common stock equivalents at March 31, 2012:

 

Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     223,404  

 

Since the Company reflected a net loss during the three months ended March 31, 2013 and 2012, the effect of considering any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

 

Income Taxes

 

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

  

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Penalties and interest assessed by income taxing authorities are included in general and administrative expenses.

 

Recent accounting pronouncements

 

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements. 

Going Concern

v2.4.0.6
Going Concern
 3 Months Ended
Mar. 31, 2013
Going Concern  
Going Concern

Note 3 Going Concern

 

As reflected in the accompanying consolidated financial statements, the Company has a net loss and net cash used in operations of $611,388 and $1,014,981, respectively, for the three months ended March 31, 2013.

 

The ability of the Company to continue its operations is dependent on Management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

 

The Company may require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future if it does not receive the anticipated additional funding. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. These conditions raise substantial doubt about our ability to continue as a going concern. In that event, the Company would be required to change its growth strategy and seek funding on that basis, if at all.

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Property Plant and Equipment

v2.4.0.6
Property Plant and Equipment
 3 Months Ended
Mar. 31, 2013
Property, Plant and Equipment [Abstract]  
Property Plant and Equipment

Note 4 – Property, Plant and Equipment:

 

Property, plant and equipment on March 31, 2013 and December 31, 2012 are as follows:

 

    March 31, 2013     December 31, 2012  
Machinery and Equipment   $ 39,627     $ 39,627  
Less: Accumulated Depreciation     25,436       22,176  
    $ 14,191     $ 17,451  

 

Depreciation expense charged to income for the three months ended March 31, 2013 and 2012 amounted to $3,260 and $2,903 respectively.

Credit Line

v2.4.0.6
Credit Line
 3 Months Ended
Mar. 31, 2013
Debt Disclosure [Abstract]  
Credit Line

Note 5 Credit Line

 

On October 13, 2010 the Company signed a revolving note (the “Note”) with The Provident Bank (the “Bank”). The outstanding balance of this Note is currently limited to $500,000 (originally $1,000,000) and expired August 31, 2012. On November 16, 2012, the maturity date of the Note was extended to January 1, 2013, on January 7, 2013 was further extended to May 1, 2013 and on May 1, 2013 was further extended to July 1, 2013 with a reduction of Note principal limited to $500,000. The outstanding balance accrues interest at a variable rate of 1.00% over the Wall Street Journal prime rate with a floor of 4.50% per annum. Interest is payable monthly and the rate as of March 31, 2013 and December 31, 2012 was 4.50% and 4.50%,respectively.

 

Advances are limited to 80% of eligible receivables (75 days from invoice) and 35% of finished goods inventory. Inventory advances shall be capped at $250,000. Concentrations from any one customer exceeding 30% of total accounts receivable will be excluded from the borrowing base availability. The note is secured by accounts receivable, inventory, financial instruments, equipment, general intangibles and investment property and personal and unconditional guarantees of two of the shareholders of the Company.

 

The balance outstanding on the revolving note at March 31, 2013 and December 31, 2012 was $200,000.

Investment in LLC

v2.4.0.6
Investment in LLC
 3 Months Ended
Mar. 31, 2013
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Investment in LLC

Note 6 Investment in LLC

 

During 2010, the Company advanced $20,090 to an individual. There was an implied agreement that the advance would convert into an equity interest in a new entity.

 

During 2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032, which includes the conversion of the $20,090 advance above. This investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus the Company’s equity in the undistributed earnings or losses of the entity. At December 31, 2011 the investment was brought down to $0 due to losses incurred by MO.

 

During 2012 the Company’s ownership interest in MO fell to 28% due to dilution.

 

During 2013 the Company’s ownership interest in MO fell to 24% due to dilution.

 

During the three months ending March 31, 2013 and 2012, sales to MO were $23,965 and 2,773, respectively. At March 31, 2013 and December 31, 2012 the accounts receivable balance from MO was $16,323 and $12,680.

 

During the three months ended March 31, 2013, the Company loaned MO $30,000 for working capital purposes. The loan is non-interest bearing, unsecured and is due on June 19, 2013. The balance on the loan at March 31, 2013 was $30,000.

 

Summarized financial information for Meatball Obsession, LLC is as follows:

 

Balance Sheet Data
             
    March 31, 2013     December 31, 2012  
Assets                
Cash   $ 92,910     $ 117,777  
Accounts receivable     7,121       5,234  
Inventory     18,138       14,935  
Property & equipment, net     148,258       75,861  
Other assets     54,229       60,370  
Total Assets   $ 320,656     $ 274,177  
                 
Liabilities and Members’ Equity                
Accounts payable   $ 34,466     $ 25,731  
Other current liabilities     36,725       8,354  
Total Current Liabilities     71,191       34,085  
Members’ Equity     249,465       240,092  
Total Liabilities and Members’ Equity   $ 320,656     $ 274,177  
                 
Statement of Operations Data
 
       March 31, 2013        March 31, 2012  
Revenues   $ 100,759     $ 7,109  
Cost of goods sold     36,836       6,865  
Expenses     150,414       130,009  
Net operating loss     (86,491 )     (129,765 )
Other income (expenses)     (4,136 )     (203 )
Net loss   $ (90,627 )   $ (129,968 )

Related Party Transactions

v2.4.0.6
Related Party Transactions
 3 Months Ended
Mar. 31, 2013
Related Party Transactions [Abstract]  
Related Party Transactions

Note 7 Related Party Transactions

 

Supply Agreement

 

On March 1, 2010, the Company entered into a five year agreement with a Manufacturer (the “Manufacturer”) who is a related party. The Manufacturer is owned by the CEO and President of the Company. Under the terms of the agreement, the Company grants to the Manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of Company’s products, for manufacturing the Company’s product and all future improvements, modifications, substitutions and replacements developed by the Company. The Manufacturer in turn grants the Company the exclusive right to purchase the product. Under the terms of the agreement the Manufacturer agrees to manufacture, package, and store the Company’s products and the Company has the right to purchase products from one or more other manufacturers, distributors or suppliers. The agreement contains a perpetual automatic renewal clause for a period of one year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date.

 

Under the terms of the agreement if the Company specifies any change in packaging or shipping materials which results in the manufacturer incurring increased expense for packaging and shipping materials or in the Manufacturer being unable to utilize obsolete packaging or shipping materials in ordinary packaging or shipping, the Company agrees to pay as additional product cost the additional cost for packaging and shipping materials and to purchase at cost such obsolete packaging and shipping materials. If the Company requests any repackaging of the product, other than due to defects in the original packaging, the Company will reimburse the Manufacturer for any labor costs incurred in repackaging. Per the agreement, all product delivery shipping costs are the expense of the Company.

 

During the three months ended March 31, 2013 and 2012, the Company purchased substantially all of it’s inventory from the Manufacturer. At March 31, 2013 and December 31, 2012, the Company has a deposit on inventory in the amount of $223,860 and $192,956, respectfully, to this Manufacturer.

 

Due (to) from Manufacturer

 

During the three months ended March 31, 2013 and year ending December 31, 2012,the Manufacturer received payments on behalf of the Company for the Company’s customer invoices and the Manufacturer incurred expenses on behalf of the Company for shared administrative expenses and salary expenses. At March 31, 2013 and December 31, 2012 the amount due from the Manufacturer is as follows:

 

    March 31, 2013     December 31, 2012  
Customer receipts collected by Manufacturer on behalf of Company   $ 396,056     $ 301,447  
Shared expenses paid by Manufacturer on behalf of the Company     (169,053 )     (142,247 )
Due (to) from Manufacturer   $ 227,003     $ 159,200  

Concentrations

v2.4.0.6
Concentrations
 3 Months Ended
Mar. 31, 2013
Risks and Uncertainties [Abstract]  
Concentrations

Note 8 Concentrations

 

Revenues

For the three months ended March 31, 2013 and 2012, the Company had the following concentrations of revenues with customers:

 

Customer     March 31, 2013     March 31, 2012  
A       11 %     12 %
B       17 %     11 %
C       14 %     7 %
D       27 %     42 %
E       10 %     8 %

 

Accounts Receivable

 

For the three months ended March 31, 2013 and 2012, the Company had the following concentrations of accounts receivable with customers:

 

Customer     March 31, 2013     March 31, 2012  
A       12 %     12 %
B       16 %     4 %
C       10 %     18 %
D       14 %     26 %
E       17 %     11 %

 

Cost of Sales

 

For the three months ended March 31, 2013 and 2012, the Company had the following concentrations of purchases from vendors:

 

Vendor   March 31, 2013     March 31, 2012  
A (Related Party)     100 %     100 %

Stockholders' Equity

v2.4.0.6
Stockholders' Equity
 3 Months Ended
Mar. 31, 2013
Equity [Abstract]  
Stockholders' Equity

Note 9 Stockholders’ Equity

 

(A) Common Stock Transactions

 

2013

 

As a result of the reverse merger (see Note 1) the Company had a deemed issuance of 800,000 shares of common stock.

 

(B) Options

 

The following is a summary of the Company’s option activity:

  

    Options     Weighted Average Exercise Price  
             
Outstanding – January 01, 2012       -     $ -  
Exercisable – January 01, 2012      -     $ -  
Granted       223,404     $ 1.00  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – December 31, 2012     223,404     $ 1.00  
Exercisable – December 31, 2012     223,404     $ 1.00  
Granted       -     $ -  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – March 31, 2013     223,404     $ 1.00  
Exercisable – March 31, 2013     223,404     $ 1.00  

 

Options Outstanding     Options Exercisable
                             
 

Range of

exercise

price

      

Number

Outstanding

     Weighted Average
Remaining
Contractual Life (in
years)		    

Weighted

Average

Exercise Price

     Number
Exercisable		    

Weighted

Average

Exercise Price

  
$ 1.00       223,404     3.93 years   $ 1.00     223,404   $ 1.00  

 

At March 31, 2013 and December 31, 2012, the total intrinsic value of options outstanding and exercisable was $0.

  

(C) Warrants

 

The following is a summary of the Company’s warrant activity:

 

    Warrants     Weighted Average Exercise Price  
             
Outstanding – January 01, 2012       -     $ -  
Exercisable – January 01, 2012      -     $ -  
Granted       505,400     $ 1.00  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – December 31, 2012     505,400     $ 1.00  
Exercisable – December 31, 2012       505,400     $ 1.00  
Granted       -     $ -  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – March 31, 2013      505,400     $ 1.00  
Exercisable – March 31, 2013       505,400     $ 1.00  

  

Warrants Outstanding     Warrants Exercisable
                             
 

Range of

exercise

price

      

Number

Outstanding

     Weighted Average
Remaining
Contractual Life (in
years)		    

Weighted

Average

Exercise Price

     Number
Exercisable		    

Weighted

Average

Exercise Price

  
$ 1.00       505,400     4.29 years   $ 1.00     505,404   $ 1.00  

 

 At March 31, 2013 and December 31, 2012, the total intrinsic value of warrants outstanding and exercisable was $0.

Commitments and Contingencies

v2.4.0.6
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10 Commitments and Contingencies

 

Litigations, Claims and Assessments

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

 

Licensing and Royalty Agreements

 

On March 1, 2010, the Company was assigned a Development and License agreement (“the Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, Italian sausage with sauce and other similar Italian meats with sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

  

The term of the Agreement (the “Term”) shall consist of the Exclusive Term and the Non-Exclusive Term. The 12-month period beginning on each January 1 and ending on each December 31 is referred to herein as an “Agreement Year.”

 

The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date, unless terminated or extended as provided herein. Licensor, at its option, may terminate the Exclusive Term by notice in writing to Licensee, delivered between the 60th and the 90th day following the end of any Agreement Year if, on or before the 60th day following the end of such Agreement Year, Licensee has not paid Licensor Royalties with respect to such Agreement Year at least equal to the minimum royalty (the “Minimum Royalty”) for such Agreement Year. Subject to the foregoing sentence, and provided Licensee has not breached this Agreement and failed to cure such breach in accordance herewith, Licensee may extend the Exclusive Term for an additional twenty five (25) years, by notice in writing to Licensor, delivered on or before the 50th anniversary of the Effective Date.

 

The Non-Exclusive Term begins upon expiration of the Exclusive Term and continues indefinitely thereafter, until terminated by Licensor due to a material breach hereof by Licensee that remains uncured after notice and opportunity to cure in accordance herewith, or until terminated by Licensee.

 

Either party may terminate this Agreement in the event that the other party materially breaches its obligations and fails to cure such material breach within sixty (60) days following written notice from the non-breaching party specifying the nature of the breach. The following termination rights are in addition to the termination rights provided elsewhere in this

 

Under the terms of the Agreement the Company is required to pay quarterly royalty fees as follows:

 

During the Exclusive Term and the Non-Exclusive Term the Company will pay a royalty equal to the royalty rate (the “Royalty Rate”), multiplied by Company’s “Net Sales”. As used herein, “Net Sales” means gross invoiced sales of Products, directly or indirectly to unrelated third parties, less (a) discounts (including cash discounts), and retroactive price reductions or allowances actually allowed or granted from the billed amount (collectively “Discounts”); (b) credits, rebates, and allowances actually granted upon claims, rejections or returns, including recalls (voluntary or otherwise) (collectively, “Credits”); (c) freight, postage, shipping and insurance charges; (d) taxes, duties or other governmental charges levied on or measured by the billing amount, when included in billing, as adjusted for rebates and refunds; and (e) provisions for uncollectible accounts determined in accordance with reasonable accounting methods, consistently applied.

 

The Royalty Rate shall be: 6% of net sales up to $500,000 of net sales for each Agreement year; 4% of Net Sales from $500,000 up to $2,500,000 of Net Sales for each Agreement year; 2% of Net Sales from $2,500,000 up to $20,000,000 of Net Sales for each Agreement year; and 1% of Net Sales in excess of $20,000,000 of Net Sales for each Agreement year.

 

In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows:

 

Agreement Year   Minimum Royalty to be Paid
with Respect to Such Agreement
Year		  
1st and 2nd   $ -  
3rd and 4th   $ 50,000  
5th, 6th and 7th   $ 75,000  
8th and 9th   $ 100,000  
10th and thereafter   $ 125,000  

 

The Company incurred $71,116 and $47,054 of royalty expenses for the three months ended March 31, 2013 and 2012, respectively. Royalty expenses are included in general and administrative expenses on the Statement of Operations.

 

Agreements with Placement Agents and Finders

 

The Company entered into a Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective December 1, 2011 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $6 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

 

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

 

Along with the above fees, the Company shall pay up to $40,000 for expenses incurred by Spartan in connection with this Financing, together with cost of background checks on the officers and directors of the Company.

 

During the year ended 2012 the Company paid to Spartan fees of $505,400 and issued Spartan 505,400 five year warrants with an exercise price of $1.00.

 

During the three months ended March 31, 2013 the Company paid to Spartan fees of $25,000 for future services. This payment is classified in the Balance sheet as a prepaid expense at March 31, 2013.

 

Supply Agreement

 

On October 3, 2011, the Company entered into a five year agreement with a non-related party manufacturer. Under the terms of the agreement, the Company grants to the manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of Company’s products, for manufacturing the Company’s product and all future improvements, modifications, substitutions and replacements developed by the Company. The manufacturer in turn grants the Company the exclusive right to purchase the product. Under the terms of the agreement the manufacturer agrees to manufacture, package, and store the Company’s products and the Company has the right to purchase products from one or more other manufacturers, distributors or suppliers. The agreement contains a perpetual automatic renewal clause for a period of year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date.

 

Under the terms of the agreement if the Company specifies any change in packaging or shipping materials which results in the manufacturer incurring increased expense for packaging and shipping materials or in the manufacturer being unable to utilize obsolete packaging or shipping materials in ordinary packaging or shipping, the Company agrees to pay as additional product cost the additional cost for packaging and shipping materials and to purchase at cost such obsolete packaging and shipping materials. If the Company requests any repackaging of the product, other than due to defects in the original packaging, the Company will reimburse the manufacturer for any labor costs incurred in repackaging. Per the agreement all product delivery shipping costs are the expense of the Company.

 

Under the terms of the agreement, the Company is required to acquire and install production equipment at the manufacturer’s facility to be used solely for the manufacturing of the Company’s products. The manufacturer will bear all costs of operating and maintaining the production equipment during the period in which the manufacturer is manufacturing products pursuant to the agreement. The production equipment shall be owned by the Company.

 

In March 2012, the agreement was terminated and production equipment held by the manufacturer was returned to the Company.

Subsequent Event

v2.4.0.6
Subsequent Event
 3 Months Ended
Mar. 31, 2013
Subsequent Events [Abstract]  
Subsequent Event

Note 11 Subsequent Event

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the consolidated financial statements were issued. The management of the Company determined that there were no reportable subsequent events to be disclosed.

Summary of Significant Accounting Policies (Policies)

v2.4.0.6
Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]  
Principles of consolidation

Principles of consolidation

 

All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates

Use of estimates

 

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.
Risks and Uncertainties

Risks and uncertainties

 

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

 

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.
Reclassifications

Reclassifications

 

Certain amounts in the prior year have been reclassified to conform to the current year presentation.
Cash

Cash

 

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at March 31, 2013 and December 31, 2012.

 

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.
Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable and allowance for doubtful accounts 

 

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of March 31, 2013 and December 31, 2012, the Company had reserves of $2,000.
Inventories

Inventories

 

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at March 31, 2013 and December 31, 2012:

 

    March 31, 2013     December 31, 2012  
Finished goods   $ 99,095     $ 76,570  
Depreciation

Depreciation

 

Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives.

 

Asset lives for financial statement reporting of depreciation are:

 

Machinery and equipment                          2-7 years
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.
Stock Issuance Costs

Stock Issuance Costs

 

Stock Issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity. Offering costs recorded to equity for the three months ended March 31, 2013 and year ended December 31, 2012 were $0 and $1,088,964, respectively.
Research and Development

Research and Development

 

Research and development is expensed as incurred. Research and development expenses for the three months ended March 31, 2013 and 2012 were $3,143 and $0, respectively.
Shipping and Handling Costs

Shipping and Handling Costs

 

The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales.
Revenue Recognition

Revenue Recognition

 

The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products.

 

The Company meets these criteria upon shipment.

 

Expenses such as slotting fees and sales discounts are accounted for as a direct reduction of revenues as follows:

 

    Three Months
Ended
March 31, 2013		     Three Months
Ended
March 31, 2012		  
Gross Sales   $  1,931,473     $ 1,222,287  
                 
Less: Slotting, Discounts, Allowances     159,309       85,086  
Net Sales   $ 1,772,164     $ 1,137,201  
Cost of Sales

Cost of sales

 

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs.
Advertising

Advertising

 

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the three months ended March 31, 2013 and 2012 were $417,000 and $324,000, respectively.
Stock-Based Compensation

Stock-based compensation

 

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services”.

  

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

 

Share based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the Statement of Operations. For the three months ended March 31, 2013 and 2012 share based compensation amounted to $0.
Earnings Per Share

Earnings per share

 

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 

The Company had the following potential common stock equivalents at March 31, 2013:

 

Common stock warrants, exercise price of $1.00     505,400  
Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     728,804  

  

The Company had the following potential common stock equivalents at March 31, 2012:

 

Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     223,404  

 

Since the Company reflected a net loss during the three months ended March 31, 2013 and 2012, the effect of considering any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.
Income Taxes

Income Taxes

 

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

  

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Penalties and interest assessed by income taxing authorities are included in general and administrative expenses.
Recent Accounting Pronouncements

Recent accounting pronouncements

 

There are no recent accounting pronouncements that are expected to have an effect on the Company’s financial statements. 

Summary of Significant Accounting Policies (Tables)

v2.4.0.6
Summary of Significant Accounting Policies (Tables)
 3 Months Ended
Mar. 31, 2013
Accounting Policies [Abstract]  
Schedule of Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at March 31, 2013 and December 31, 2012:

 

    March 31, 2013     December 31, 2012  
Finished goods   $ 99,095     $ 76,570  
Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction

Expenses such as slotting fees and sales discounts are accounted for as a direct reduction of revenues as follows:

 

    Three Months
Ended
March 31, 2013		     Three Months
Ended
March 31, 2012		  
Gross Sales   $  1,931,473     $ 1,222,287  
                 
Less: Slotting, Discounts, Allowances     159,309       85,086  
Net Sales   $ 1,772,164     $ 1,137,201  
Schedule of Common Stock Equivalents

 The Company had the following potential common stock equivalents at March 31, 2013:

 

Common stock warrants, exercise price of $1.00     505,400  
Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     728,804  

  

The Company had the following potential common stock equivalents at March 31, 2012:

 

Common stock options, exercise price of $1.00     223,404  
Total common stock equivalents     223,404  

Property Plant and Equipment (Tables)

v2.4.0.6
Property Plant and Equipment (Tables)
 3 Months Ended
Mar. 31, 2013
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment

Property, plant and equipment on March 31, 2013 and December 31, 2012 are as follows:

 

    March 31, 2013     December 31, 2012  
Machinery and Equipment   $ 39,627     $ 39,627  
Less: Accumulated Depreciation     25,436       22,176  
    $ 14,191     $ 17,451  

Investment in LLC (Tables)

v2.4.0.6
Investment in LLC (Tables)
 3 Months Ended
Mar. 31, 2013
Equity Method Investments and Joint Ventures [Abstract]  
Summary of Financial Information

Summarized financial information for Meatball Obsession, LLC is as follows:

 

Balance Sheet Data
             
    March 31, 2013     December 31, 2012  
Assets                
Cash   $ 92,910     $ 117,777  
Accounts receivable     7,121       5,234  
Inventory     18,138       14,935  
Property & equipment, net     148,258       75,861  
Other assets     54,229       60,370  
Total Assets   $ 320,656     $ 274,177  
                 
Liabilities and Members’ Equity                
Accounts payable   $ 34,466     $ 25,731  
Other current liabilities     36,725       8,354  
Total Current Liabilities     71,191       34,085  
Members’ Equity     249,465       240,092  
Total Liabilities and Members’ Equity   $ 320,656     $ 274,177  
                 
Statement of Operations Data
 
       March 31, 2013        March 31, 2012  
Revenues   $ 100,759     $ 7,109  
Cost of goods sold     36,836       6,865  
Expenses     150,414       130,009  
Net operating loss     (86,491 )     (129,765 )
Other income (expenses)     (4,136 )     (203 )
Net loss   $ (90,627 )   $ (129,968 )

Related Party Transactions (Tables)

v2.4.0.6
Related Party Transactions (Tables)
 3 Months Ended
Mar. 31, 2013
Related Party Transactions [Abstract]  
Schedule of Amount Due from Manufacturer

At March 31, 2013 and December 31, 2012 the amount due from the Manufacturer is as follows:

 

    March 31, 2013     December 31, 2012  
Customer receipts collected by Manufacturer on behalf of Company   $ 396,056     $ 301,447  
Shared expenses paid by Manufacturer on behalf of the Company     (169,053 )     (142,247 )
Due (to) from Manufacturer   $ 227,003     $ 159,200  

Concentrations (Tables)

v2.4.0.6
Concentrations (Tables)
 3 Months Ended
Mar. 31, 2013
Risks and Uncertainties [Abstract]  
Schedule of Revenue

For the three months ended March 31, 2013 and 2012, the Company had the following concentrations of revenues with customers:

 

Customer     March 31, 2013     March 31, 2012  
A       11 %     12 %
B       17 %     11 %
C       14 %     7 %
D       27 %     42 %
Schedule of Accounts Receivable

For the three months ended March 31, 2013 and 2012, the Company had the following concentrations of accounts receivable with customers:

 

Customer     March 31, 2013     March 31, 2012  
A       12 %     12 %
B       16 %     4 %
C       10 %     18 %
D       14 %     26 %
E       17 %     11 %
Schedule of Cost of Sales

For the three months ended March 31, 2013 and 2012, the Company had the following concentrations of purchases from vendors:

 

Vendor   March 31, 2013     March 31, 2012  
A (Related Party)     100 %     100 %

Stockholders' Equity (Tables)

v2.4.0.6
Stockholders' Equity (Tables)
 3 Months Ended
Mar. 31, 2013
Equity [Abstract]  
Summary of Option Activity

The following is a summary of the Company’s option activity:

  

    Options     Weighted Average Exercise Price  
             
Outstanding – January 01, 2012       -     $ -  
Exercisable – January 01, 2012      -     $ -  
Granted       223,404     $ 1.00  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – December 31, 2012     223,404     $ 1.00  
Exercisable – December 31, 2012     223,404     $ 1.00  
Granted       -     $ -  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – March 31, 2013     223,404     $ 1.00  
Exercisable – March 31, 2013     223,404     $ 1.00  
Summary of Option Outstanding and Exercisable

Options Outstanding     Options Exercisable
                             
 

Range of

exercise

price

      

Number

Outstanding

     Weighted Average
Remaining
Contractual Life (in
years)		    

Weighted

Average

Exercise Price

     Number
Exercisable		    

Weighted

Average

Exercise Price

  
$ 1.00       223,404     3.93 years   $ 1.00     223,404   $ 1.00  
Schedule of Warrants Activity

The following is a summary of the Company’s warrant activity:

 

    Warrants     Weighted Average Exercise Price  
             
Outstanding – January 01, 2012       -     $ -  
Exercisable – January 01, 2012      -     $ -  
Granted       505,400     $ 1.00  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – December 31, 2012     505,400     $ 1.00  
Exercisable – December 31, 2012       505,400     $ 1.00  
Granted       -     $ -  
Exercised       -     $ -  
Forfeited/Cancelled       -     $ -  
Outstanding – March 31, 2013      505,400     $ 1.00  
Exercisable – March 31, 2013       505,400     $ 1.00  
Schedule of Warrants Outstanding and Exercisable

Warrants Outstanding     Warrants Exercisable
                             
 

Range of

exercise

price

      

Number

Outstanding

     Weighted Average
Remaining
Contractual Life (in
years)		    

Weighted

Average

Exercise Price

     Number
Exercisable		    

Weighted

Average

Exercise Price

  
$ 1.00       505,400     4.29 years   $ 1.00     505,404   $ 1.00  

Commitments and Contingencies (Tables)

v2.4.0.6
Commitments and Contingencies (Tables)
 3 Months Ended
Mar. 31, 2013
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Royalty Minimum Payment by Preceding Agreement Year

In order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as follows:

 

Agreement Year   Minimum Royalty to be Paid
with Respect to Such Agreement
Year		  
1st and 2nd   $ -  
3rd and 4th   $ 50,000  
5th, 6th and 7th   $ 75,000  
8th and 9th   $ 100,000  
10th and thereafter   $ 125,000  

Nature of Operations and Basis of Presentation (Details Narrative)

v2.4.0.6
Nature of Operations and Basis of Presentation (Details Narrative) (USD $)
 0 Months Ended
Jan. 24, 2013
Nature Of Operations And Basis Of Presentation  
Number of shares issued in exchange for acquisition 20,054,000
Number of shares cancelled 103,408,000
Aggregate amount paid in cancellation to majority shareholders $ 295,000
Stock issued for consideration of common stock cancellation for majority shareholders 800,000

Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.6
Summary of Significant Accounting Policies (Details Narrative) (USD $)
 3 Months Ended 12 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2012
Cash equivalents $ 0   $ 0
Accounts receivable reserves 2,000   2,000
Stock offering cost recorded 0   1,088,964
Research and development expense 3,143 0  
Advertising expenses 417,000 324,000  
Share based compensation $ 0 $ 0  
Minimum [Member]
      
Machinery and equipment estimated useful lives     2 years
Maximum [Member]
      
Machinery and equipment estimated useful lives     7 years

Summary of Significant Accounting Policies - Schedule of Inventories (Details)

v2.4.0.6
Summary of Significant Accounting Policies - Schedule of Inventories (Details) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Accounting Policies [Abstract]    
Finished goods $ 99,095 $ 76,570

Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction (Details)

v2.4.0.6
Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction (Details) (USD $)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Accounting Policies [Abstract]    
Gross Sales $ 1,931,473 $ 1,222,287
Less: Slotting, Discounts, Allowances 159,309 85,086
Net Sales $ 1,772,164 $ 1,137,201

Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)

v2.4.0.6
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)
Mar. 31, 2013
Dec. 31, 2012
Mar. 31, 2012
Dec. 31, 2011
Accounting Policies [Abstract]        
Common stock warrants, exercise price of $1.00 505,400       
Common stock options, exercise price of $1.00 223,404 223,404 223,404   
Total common stock equivalents 728,804   223,404  

Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical)

v2.4.0.6
Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical) (USD $)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Accounting Policies [Abstract]    
Common stock warrants, exercise price $ 1.00  
Common stock options, exercise price $ 1.00 $ 1.00

Going Concern (Details)

v2.4.0.6
Going Concern (Details) (USD $)
 3 Months Ended 12 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2012
Going Concern      
Net loss $ 611,388 $ 400,157 $ 1,999,623
Net cash used in operations $ 1,014,981 $ (52,361)  

Property Plant and Equipment (Details Narrative)

v2.4.0.6
Property Plant and Equipment (Details Narrative) (USD $)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 3,260 $ 2,903

Schedule of Property Plant and Equipment (Details)

v2.4.0.6
Schedule of Property Plant and Equipment (Details) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Abstract]    
Machinery and Equipment $ 39,627 $ 39,627
Less: Accumulated Depreciation 25,436 22,176
Property and equipment, net $ 14,191 $ 17,451

Credit Line (Details Narrative)

v2.4.0.6
Credit Line (Details Narrative) (USD $)
 0 Months Ended 3 Months Ended 12 Months Ended
May 01, 2013
Jan. 07, 2013
Nov. 16, 2012
Oct. 13, 2010
Mar. 31, 2013
Dec. 31, 2012
Debt Disclosure [Abstract]            
Maximum limit of the notes outstanding balance       $ 1,000,000 $ 500,000  
Expired date of the note       Aug. 31, 2012    
Extended maturity date of the note Jul. 01, 2013 May 01, 2013 Jan. 01, 2013      
Variable rate of accrued interest on the outstanding balance           1.00%
Interest rate of the debt         4.50% 4.50%
Monthly payable interest rate         4.50% 4.50%
Percentage of eligible receivables for which advances are limited         80.00%  
Percentage of finished goods inventory for which advances are limited         35.00%  
Maximum limit for inventory advances           250,000
Customers exceeding thirty percent of the accounts receivables excluded from borrowing capacity         30.00%  
Line of credit, balance outstanding         $ 200,000 $ 200,000

Investment in LLC (Details Narrative)

v2.4.0.6
Investment in LLC (Details Narrative) (USD $)
 0 Months Ended 3 Months Ended 12 Months Ended
May 01, 2013
Jan. 07, 2013
Nov. 16, 2012
Dec. 31, 2011
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2012
Dec. 31, 2010
Advances made to individual               $ 20,090
Percentage of equity interest acquired in business combination         34.62%      
Total investment in Meatball Obsession, LLC         27,032      
Reduction in investment due to losses in affiliates       0        
Reduction in ownership interest in affiliates         24.00%   28.00%  
Sales revenue         1,772,164 1,137,201    
Loan due date Jul. 01, 2013 May 01, 2013 Jan. 01, 2013          
Meatball Obsession, LLC [Member]
                
Sales revenue         23,965 2,773    
Accounts receivable         16,323   12,680  
Loaned for working capital purposes and outstanding         $ 30,000      
Loan due date         Jun. 19, 2013      

Summary of Financial Information (Details)

v2.4.0.6
Summary of Financial Information (Details) (USD $)
 3 Months Ended 12 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2012
Dec. 31, 2011
Cash $ 668,180 $ (3,134) $ 2,008,161 $ 16,505
Accounts receivable 813,586   463,565  
Inventory 99,095   76,570  
Property & equipment 14,191   17,451  
Total Assets 2,211,721   2,982,081  
Total Current Liabilities 665,261   529,233  
Members' Equity 1,546,460   2,452,848 49,313
Total Liabilities and Members' Equity 2,211,721   2,982,081  
Expenses 1,099,200 745,233    
Net operating loss (609,138) (392,303)    
Other income (expenses) (2,250) (7,854)    
Net loss (611,388) (400,157) (1,999,623)  
Meatball Obsession, LLC [Member]
        
Cash 92,910   117,777  
Accounts receivable 7,121   5,234  
Inventory 18,138   14,935  
Property & equipment 148,258   75,861  
Other assets 54,229   60,370  
Total Assets 320,656   274,177  
Accounts payable 34,466   25,731  
Other current liabilities 36,725   8,354  
Total Current Liabilities 71,191   34,085  
Members' Equity 249,465   240,092  
Total Liabilities and Members' Equity 320,656   274,177  
Revenues 100,759 7,109    
Cost of goods sold 36,836 6,865    
Expenses 150,414 13,009    
Net operating loss (86,491) (129,765)    
Other income (expenses) (4,136) (203)    
Net loss $ (90,627) $ (129,968)    

Related Party Transactions (Details Narrative)

v2.4.0.6
Related Party Transactions (Details Narrative) (USD $)
Mar. 31, 2013
Dec. 31, 2012
Related Party Transactions [Abstract]    
Deposit in inventory with manufacturer $ 223,860 $ 192,956

Related Party Transactions - Schedule of Amount Due from Manufacturer (Details)

v2.4.0.6
Related Party Transactions - Schedule of Amount Due from Manufacturer (Details) (USD $)
 3 Months Ended 12 Months Ended
Mar. 31, 2013
Dec. 31, 2012
Related Party Transactions [Abstract]    
Customer receipts collected by Manufacturer on behalf of Company $ 396,056 $ 301,447
Shared expenses paid by Manufacturer on behalf of the Company (169,053) (142,247)
Due (to) from Manufacturer $ 227,003 $ 159,200

Concentrations - Schedule of Revenue (Details)

v2.4.0.6
Concentrations - Schedule of Revenue (Details)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Customer A [Member]
    
Concentrations of Revenues 11.00% 12.00%
Customer B [Member]
    
Concentrations of Revenues 17.00% 11.00%
Customer C [Member]
    
Concentrations of Revenues 14.00% 7.00%
Customer D [Member]
    
Concentrations of Revenues 27.00% 42.00%
Customer E [Member]
    
Concentrations of Revenues 10.00% 8.00%

Concentrations - Schedule of Accounts Receivable (Details)

v2.4.0.6
Concentrations - Schedule of Accounts Receivable (Details)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Customer A [Member]
    
Concentration of Accounts Receivable 12.00% 12.00%
Customer B [Member]
    
Concentration of Accounts Receivable 16.00% 4.00%
Customer C [Member]
    
Concentration of Accounts Receivable 10.00% 18.00%
Customer D [Member]
    
Concentration of Accounts Receivable 14.00% 26.00%
Customer E [Member]
    
Concentration of Accounts Receivable 17.00% 11.00%

Concentrations - Schedule of Cost of Sales (Details)

v2.4.0.6
Concentrations - Schedule of Cost of Sales (Details)
 3 Months Ended
Mar. 31, 2012
Mar. 31, 2013
Vendor A [Member]
Concentration of Cost of Sales 100.00% 100.00%

Stockholders' Equity (Details Narrative)

v2.4.0.6
Stockholders' Equity (Details Narrative) (USD $)
 0 Months Ended 3 Months Ended
Jan. 24, 2013
Mar. 31, 2013
Dec. 31, 2012
Equity [Abstract]      
Number of common stock shares cancelled 103,408,000 800,000  
Total intrinsic value of options outstanding and exercisable   $ 0 $ 0
Total intrinsic value of warrants outstanding and exercisable   $ 0 $ 0

Summary of Option Activity (Details)

v2.4.0.6
Summary of Option Activity (Details) (USD $)
 3 Months Ended 12 Months Ended
Mar. 31, 2013
Dec. 31, 2012
Mar. 31, 2012
Equity [Abstract]      
Options Outstanding, Beginning balance 223,404    223,404
Options Exercisable, Beginning balance 223,404     
Options, Granted    223,404  
Options, Exercised        
Options, Forfeited/Cancelled        
Options Outstanding, Ending balance 223,404 223,404 223,404
Options Exercisable, Ending balance 223,404 223,404  
Options Outstanding, Weighted Average Exercise Price, Beginning balance $ 1.00     
Options Exercisable, Weighted Average Exercise Price, Beginning balance $ 1.00     
Weighted Average Exercise Price, Granted    $ 1.00  
Weighted Average Exercise Price, Exercised        
Weighted Average Exercise Price, Forfeited/Cancelled        
Options Outstanding, Weighted Average Exercise Price, Ending balance $ 1.00 $ 1.00  
Options Exercisable, Weighted Average Exercise Price, Ending balance $ 1.00 $ 1.00  

Summary of Option Outstanding and Exercisable (Details)

v2.4.0.6
Summary of Option Outstanding and Exercisable (Details) (USD $)
 3 Months Ended
Mar. 31, 2013
Dec. 31, 2012
Mar. 31, 2012
Dec. 31, 2011
Equity [Abstract]        
Range of Exercise Price $ 1.00      
Number of Options Outstanding 223,404 223,404 223,404   
Weighted Average Remaining Contractual Life (in Years) 3 years 11 months 5 days      
Weighted Average Exercise Price, Options Outstanding $ 1.00 $ 1.00     
Number of Options Exercisable 223,404 223,404     
Weighted Average Exercise Price, Options Exercisable $ 1.00 $ 1.00     

Schedule of Warrants Activity (Details)

v2.4.0.6
Schedule of Warrants Activity (Details) (USD $)
 3 Months Ended 12 Months Ended
Mar. 31, 2013
Dec. 31, 2012
Warrants Exercisable, Ending balance 505,400  
Weighted Average Exercise Price, Granted   $ 1.00
Warrants Outstanding, Weighted Average Exercise Price, Ending balance $ 1.00  
Warrants Exercisable, Weighted Average Exercise Price, Ending balance $ 1.00  
Warrant [Member]
    
Warrants Outstanding, Beginning balance 505,400   
Warrants Exercisable, Begining balance 505,400   
Warrants, Granted    505,400
Warrants, Exercised      
Warrants, Forfeited/Cancelled      
Warrants Outstanding, Ending balance 505,400 505,400
Warrants Exercisable, Ending balance 505,400 505,400
Warrants Outstanding, Weighted Average Exercise Price, Beginning balance $ 1.00   
Warrants Exercisable, Weighted Average Exercise Price, Beginning balance $ 1.00   
Weighted Average Exercise Price, Granted    $ 1.00
Weighted Average Exercise Price, Exercised      
Weighted Average Exercise Price, Forfeited/Cancelled      
Warrants Outstanding, Weighted Average Exercise Price, Ending balance $ 1.00 $ 1.00
Warrants Exercisable, Weighted Average Exercise Price, Ending balance $ 1.00 $ 1.00

Schedule of Warrants Outstanding and Exercisable (Details)

v2.4.0.6
Schedule of Warrants Outstanding and Exercisable (Details) (USD $)
 3 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Equity [Abstract]    
Range of Exercise Price $ 1.00  
Number of Warrants Outstanding 505,400   
Weighted Average Remaining Contractual Life (in Years) 4 years 3 months 15 days  
Weighted Average Exercise Price, Warrants Outstanding $ 1.00  
Number of Warrants Exercisable 505,400  
Weighted Average Exercise Price, Warrants Exercisable $ 1.00  

Commitments and Contingencies (Details Narrative)

v2.4.0.6
Commitments and Contingencies (Details Narrative) (USD $)
 3 Months Ended 12 Months Ended
Mar. 31, 2013
Mar. 31, 2012
Dec. 31, 2012
Royalty expenses $ 71,116 $ 47,054  
Proceeds form private placements 6,000,000    
Percentage of fee equal to aggregate gross proceeds 10.00%    
Percentage of common stock issuable 10.00%    
Payment of maximum amount paid for consideration of expenses incurred by Spartan 40,000    
Spartan fee paid amount 25,000   505,400
Number of warrants issued     505,400
Warrants Remaining Contractual Life     5 years
Warrants exercise price     $ 1.00
Year 1 [Member]
      
Percentage of royalty rate on net sales 6.00%    
Royalty net sales 500,000    
Year 2 [Member]
      
Percentage of royalty rate on net sales 4.00%    
Royalty net sales 500,000    
Year 2 [Member] | Maximum [Member]
      
Royalty net sales 2,500,000    
Year 3 [Member]
      
Percentage of royalty rate on net sales 2.00%    
Royalty net sales 2,500,000    
Year 3 [Member] | Maximum [Member]
      
Royalty net sales 20,000,000    
Year 4 [Member]
      
Percentage of royalty rate on net sales 1.00%    
Royalty net sales $ 20,000,000    

Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details)

v2.4.0.6
Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) (USD $)
Mar. 31, 2013
Agreement Year 1st and 2nd [Member]
  
Minimum Royalty to be Paid with Respect to Such Agreement Year   
Agreement Year 3rd and 4th [Member]
  
Minimum Royalty to be Paid with Respect to Such Agreement Year 50,000
Agreement Year 5th, 6th and 7th [Member]
  
Minimum Royalty to be Paid with Respect to Such Agreement Year 75,000
Agreement Year 8th and 9th [Member]
  
Minimum Royalty to be Paid with Respect to Such Agreement Year 100,000
Agreement Year 10th and thereafter [Member]
  
Minimum Royalty to be Paid with Respect to Such Agreement Year $ 125,000

Subsequent Event (Details Narrative)

v2.4.0.6
Subsequent Event (Details Narrative) (USD $)
 0 Months Ended 3 Months Ended
Jan. 24, 2013
Mar. 31, 2013
Subsequent Events [Abstract]    
Shares issued for acquisitions 20,054,000  
Number of common stock cancelled 103,408,000 800,000
Stock repurchased value $ 295,000