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Document and Entity Information

v2.4.0.8
Document and Entity Information
9 Months Ended
Sep. 30, 2014
Nov. 19, 2014
Document And Entity Information    
Entity Registrant Name Sunstock, Inc.  
Entity Central Index Key 0001559157  
Document Type 10-Q  
Document Period End Date Sep. 30, 2014  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   9,231,397
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2014  

Condensed Balance Sheets

v2.4.0.8
Condensed Balance Sheets (USD $)
Sep. 30, 2014
Dec. 31, 2013
Current assets    
Cash $ 15,028 $ 10,632
Inventory 27,500   
Prepaid expenses 2,378 94,976
Note Receivable from Shareholder 33,061   
Total Current Assets 77,967 105,608
Property and equipment-net 8,404   
Security deposits 4,756 5,226
Total assets 91,127 110,834
Current liabilities    
Accounts payable 18,559 935
Accrued litigation 55,200 55,200
Loan from shareholder    6,694
Total Current Liabilities 73,759 62,829
Total liabilities 73,759 62,829
Stockholders' equity    
Preferred stock; $0.0001 par value, 20,000,000 shares authorized; zero shares issued and outstanding      
Common stock, $0.0001 par value, 100,000,000 shares authorized; 9,231,397 and 7,044,000 shares issued and outstanding, respectively 923 704
Subscriptions receivable (16,000) (16,000)
Additional paid - in capital 285,318 221,977
Accumulated deficit (252,873) (158,676)
Total stockholders' equity 17,368 48,005
Total liabilities and stockholders' equity $ 91,127 $ 110,834

Condensed Balance Sheets (Parenthetical)

v2.4.0.8
Condensed Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 9,231,397 7,044,000
Common stock, shares outstanding 9,231,397 7,044,000

Condensed Statement of Operations (Unaudited)

v2.4.0.8
Condensed Statement of Operations (Unaudited) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Income Statement [Abstract]        
Revenue $ 53,821    $ 145,071   
Cost of revenue 25,153    85,417   
Gross profit 28,668    59,654   
Operating expenses 41,631 90,903 153,851 90,903
Income (Loss) before income tax (12,963) (90,903) (94,197) (90,903)
Income tax            
Net income (loss) $ (12,963) $ (90,903) $ (94,197) $ (90,903)
Income (loss) per share - basic and diluted $ 0.00 $ (0.05) $ (0.01) $ (0.01)
Weighted average shares - basic and diluted 9,225,377 1,817,272 8,918,438 15,092,267

Condensed Statements of Cash Flows (Unaudited)

v2.4.0.8
Condensed Statements of Cash Flows (Unaudited) (USD $)
9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
OPERATING ACTIVITIES    
Net loss $ (94,197) $ (90,903)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation 497   
Common stock issued for services 3,000  
Changes in operating assets and liabilities    
Inventories (27,500)   
Prepaid expenses 92,598   
Deposits 470   
Accounts payable and accrued liabilities 17,624 (350)
Deferrd revenue      
Net cash provided by (used in) operating activities (7,508) (91,253)
INVESTING ACTIVITIES    
Purchase of equipment (8,901)   
Note Receivable from shareholder (33,061)   
Cash provided by (used in) investing activities (41,962)   
FINANCING ACTIVITIES    
Loan from shareholder    90,004
Subscriptions receivable    (21,000)
Proceeds from loan to shareholder 144 (1,803)
Proceeds from issuance of common stock 53,722 64,603
Net cash provided by (used in) financing activities 53,866 131,804
Net increase (decrease) in cash 4,396 40,551
Cash, beginning of period 10,632 2,000
Cash, end of period 15,028 42,551
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS    
Taxes paid      
Interest paid      
Issuance of common stock upon conversion of loan from shareholder $ 6,838   

Nature of Operations and Summary of Significant Accounting Policies

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2014
Accounting Policies [Abstract]  
Nature of Operations and Summary of Significant Accounting Policies

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

Sunstock, Inc. (formerly known as Sandgate Acquisition Corporation) (“Sunstock” or “the Company”) was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

 

On July 18, 2013, the Company has changed its name from Sandgate Acquisition Corporation to Sunstock, Inc. and filed a Form 8-K with the Securities and Exchange Commission noticing such name change.

 

On July 18, 2013, Jason Chang and Dr. Ramnik S. Clair were named as the directors of the Company.

 

On October 30, 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc. to develop, design and build out a retail store which the Company opened in February 2014. The Company opened its second retail store in May 2014.

 

BASIS OF PRESENTATION

 

A summary of the Company’s critical accounting policies are disclosed below. The Company’s critical accounting policies are further described under the caption “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in more detail in the Company’s 2013 Annual Report on Form 10-K.

 

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the 10-K. The accompanying unaudited condensed financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

 

USE OF ESTIMATES

 

The preparation of unaudited condensed financial statements in conformity with 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 periods. Actual results could differ from those estimates.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2014.

 

REVENUE RECOGNITION

 

Our retail stores record revenue at the point of sale. Total revenues do not include sales tax because the Company is a pass-through conduit for collecting and remitting sales taxes. Revenue is recognized on the sale of a product when the product is shipped or delivered, which is when the risk of loss transfers to our customers, and collection of the sale is reasonably assured. As substantially all sales are cash or credit card sales we did not maintain a reserve for bad debt as of September 30, 2014 or December 31, 2013.

 

INVENTORY

 

Inventory is stated at the lower of cost or market, using the first-in, first-out (FIFO) method of accounting. The company’s inventory consists entirely of finished goods. The cost of the Company’s inventory includes amounts paid to suppliers and freight costs incurred in connection with the delivery of product to our retail stores. The Company conducts a physical inventory and records adjustments to inventory through cost of goods sold for damaged, lost or stolen inventory (inventory shrinkage) at the end of each quarter beginning with the quarter ended September 30, 2014.

 

PROPERTY AND EQUIPMENT

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over three to five years. Improvements to leased property are depreciated over the life of the lease or the life of the improvement, whichever is less.

 

Stock Based Compensation - The Company accounts for stock issued to non-employees in accordance with the provisions of FASB ASC 505-50 “Equity Based Payments to Non-Employees”. FASB ASC 505-50 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date).

 

INCOME TAXES

 

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2014, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability.

Going Concern

v2.4.0.8
Going Concern
9 Months Ended
Sep. 30, 2014
Going Concern [Abstract]  
Going Concern

NOTE 2 - GOING CONCERN

 

The Company has not posted operating income since inception. It has an accumulated deficit of $252,873 as of September 30, 2014. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

 

These unaudited condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.

 

There is no assurance that the Company will ever be profitable. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Recent Accounting Pronouncements

v2.4.0.8
Recent Accounting Pronouncements
9 Months Ended
Sep. 30, 2014
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]  
Recent Accounting Pronouncements

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 will have on our Condensed Consolidated Financial Statements.

 

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern.” The amendments in this update provide guidance in U.S. GAAP about management’s responsibilities to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The main provision of the amendments are for an entity’s management, in connection with the preparation of financial statements, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known or reasonably knowable at the date the consolidated financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, the entity should disclose information that enables users of the consolidated financial statements to understand all of the following: (1) principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans); (2) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and (3) management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern or management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this update are effective for interim and annual reporting periods after December 15, 2016 and early application is permitted. The Company is currently assessing this guidance for future implementation.

Property and Equipment

v2.4.0.8
Property and Equipment
9 Months Ended
Sep. 30, 2014
Property, Plant and Equipment [Abstract]  
Property and Equipment

NOTE 4 - PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following as of:

 

    September 30, 2014     December 31, 2013  
             
Furniture and equipment   $ 8,901     $ -  
                 
Less – accumulated depreciation     (497 )     -  
    $ 8,404     $ -  

Accrued Litigation

v2.4.0.8
Accrued Litigation
9 Months Ended
Sep. 30, 2014
Loss Contingency [Abstract]  
Accrued Litigation

NOTE 5 - ACCRUED LITIGATION

 

In April 2014, the Company received notice that a shareholder had filed a lawsuit against the Company. The Company estimates it’s exposure to be $55,200, and has reflected this amount in accrued litigation on the accompanying balance sheet as of September 30, 2014.

Related Party Balances

v2.4.0.8
Related Party Balances
9 Months Ended
Sep. 30, 2014
Related Party Transactions [Abstract]  
Related Party Balances

NOTE 6 - RELATED PARTY BALANCES

 

On February 1, 2014, the Company issued 1,846,012 shares of common stock to Jason Chang, the Director, who is also a majority shareholder of the Company, for an aggregate price of $18,460. The shareholder paid for these shares by converting the loan from shareholder ($6,838 as of February 1, 2014), and paying $5,218 in the second quarter with the remaining balance of $6,404 being paid in the quarter ending September 30, 2014.

 

In August 2014, the Company entered into a note receivable agreement of approximately $33,000 with the Company’s CEO and chairman of the board of directors. At September 30, 2014, the entire balance was due. In November 2014, such amount was reclassified to compensation expense. Effective July 30, 2002, Section 402 of the Sarbanes-Oxley Act of 2002 amended the Securities Exchange Act of 1934 to prohibit U.S. and foreign companies with securities traded in the United States of America from making, or arranging for third parties to make, nearly any type of personal loan to their directors and executive officers. Violations of the Sarbanes-Oxley loan prohibition are subject to the civil and criminal penalties applicable to violations of the Exchange Act.

 

The Company has not incurred any salaries and related expenses during 2014. The Company’s officer and store employees have contributed their time without compensation, nor any amounts due. The employees operate the Company’s store (two stores through August 2014) seven days per week and Jason Chang, CEO, has been in charge of the Company’s operations since July 2013. The Company approximates the quarterly expense would total $40,000 to hire and pay for comparable services. No such amounts have been recorded for the nine months ended September 30, 2014.

Subscriptions Receivable

v2.4.0.8
Subscriptions Receivable
9 Months Ended
Sep. 30, 2014
Receivables [Abstract]  
Subscriptions Receivable

NOTE 7 - SUBSCRIPTIONS RECEIVABLE

 

As of September 30, 2014, the company had subscriptions receivable totaling to $16,000. Of this amount, the company has moved to restrict this stock as this amount relates to the shareholder litigation as mentioned in footnote 5, Accrued Litigation above. This amount is reflected as subscriptions receivable on the equity portion of the balance sheet on the accompanying unaudited condensed financial statements as of September 30, 2014.

Commitments

v2.4.0.8
Commitments
9 Months Ended
Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments

NOTE 8 - COMMITMENTS

 

On October 30, 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc. to develop, design and build out a retail store which the Company began operating on February 10, 2014. Additionally, the Company entered into a lease agreement on October 30, 2013 for 2,239 square feet of retail shop space for this store. The lease requires combined monthly payments of base rent of $3,733 for thirty six months beginning February 2014. On April 8, 2014 the Company entered into a sixty-seven month lease agreement for its second retail store. The lease requires monthly payments of base rent of $4,756, with free rent for months one through four, month seven, month nine and month eleven. The base rent increases gradually over the term of the lease. The company has recorded deferred rent related to this lease, which approximated $16,000 and was included in accounts payable in the accompanying balance sheet of September 30, 2014. This store began operations on May 8, 2014.

 

On August 21, 2014 the first store was forced to close due to below code electrical wiring the landlord had provided. Perishable inventory at this store was relocated to the second store as nonperishables were moved into storage along with fixed assets until a new location is expected to open in the first quarter of 2015. Related rents and associated costs have ceased with a final settlement pending.

Stockholder's Equity/(Deficit)

v2.4.0.8
Stockholder's Equity/(Deficit)
9 Months Ended
Sep. 30, 2014
Equity [Abstract]  
Stockholders' Equity / (Deficit)

NOTE 9 - STOCKHOLDER’S EQUITY/(DEFICIT)

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2014, 9,231,397 shares of common stock and no preferred stock were issued and outstanding.

 

During the nine months ended September 30, 2014, the Company issued 2,187,397 common shares to third parties at prices from $0.01 to $0.65.

 

As described in Note 6, on February 1, 2014 the Company issued 1,846,012 common shares to the Company’s president, who is also a director and majority shareholder of the Company, at a price of $0.01 per share for an aggregate price of $18,460.

 

On March 15, 2014, the Company issued 30,000 shares of the Company’s common stock to a director, who is also a Senior Vice President, for a price of $3,000, or $0.10 per share for service rendered. In August 2014, the Company issued 15,385 shares of common stock for $10,000 at $0.65 per share.

Restatements

v2.4.0.8
Restatements
9 Months Ended
Sep. 30, 2014
Accounting Changes and Error Corrections [Abstract]  
Restatements

NOTE 10 - RESTATEMENTS

 

Revenues

 

The original accounting for June 2014 sales were improperly deferred based on the cash not being deposited in the Company’s bank account. Based on management’s analysis of the underlying data, it determined that there was evidence of the sale transactions based on daily sales logs and the fact that such amounts were not deposited into the Company’s bank account was not a component of the Company’s revenue recognition policy.

 

The effect of these changes impacted the condensed balance sheet and condensed statements of operations for the quarter ended June 30, 2014. Accordingly, the condensed balance sheet, statements of operations and statement cash flows for the period described in the preceding sentence have been retroactively adjusted as summarized below:

 

Effect of Correction   As Previously
Reported
    Adjustment     As Restated  
                   
Balance sheet at June 30, 2014:                        
Inventory   $ 43,474     $ (21,450 )   $ 22,024  
Deferred revenue     33,000     $ (33,000 )   $ -  
Accumulated deficit     (251,482 )   $ 11,550     $ (239,932 )
Total stockholders’ equity   $ 2,355     $ 11,550     $ 13,905  
                         
Statement of Operations for the quarter ended June 30, 2014:                        
Revenue   $ 38,113     $ 33,000     $ 71,113  
Cost of sales     24,744       21,450       46,194  
Net Loss     (13,083 )     11,550       (1,533 )
EPS, Basic and Diluted   $ -     $ -     $ -  
                         
Statement of Operations for the six months ended June 30, 2014:                        
Revenue   $ 58,189     $ 33,000     $ 91,189  
Cost of sales     38,775       21,450       60,225  
Net Loss     (92,806 )     11,550       (81,256 )
EPS, Basic and Diluted   $ (0.01 )   $ -     $ (0.01 )

Subsequent Events

v2.4.0.8
Subsequent Events
9 Months Ended
Sep. 30, 2014
Subsequent Events [Abstract]  
Subsequent Events

NOTE 11 - SUBSEQUENT EVENTS

 

There are no subsequent events.

Nature of Operations and Summary of Significant Accounting Policies (Policies)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2014
Accounting Policies [Abstract]  
Nature of Operations

NATURE OF OPERATIONS

 

Sunstock, Inc. (formerly known as Sandgate Acquisition Corporation) (“Sunstock” or “the Company”) was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

 

On July 18, 2013, the Company has changed its name from Sandgate Acquisition Corporation to Sunstock, Inc. and filed a Form 8-K with the Securities and Exchange Commission noticing such name change.

 

On July 18, 2013, Jason Chang and Dr. Ramnik S. Clair were named as the directors of the Company.

 

On October 30, 2013, the Company entered into a Purchase Agreement with Dollar Store Services, Inc. to develop, design and build out a retail store which the Company opened in February 2014. The Company opened its second retail store in May 2014.

Basis of Presentation

BASIS OF PRESENTATION

 

A summary of the Company’s critical accounting policies are disclosed below. The Company’s critical accounting policies are further described under the caption “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in more detail in the Company’s 2013 Annual Report on Form 10-K.

 

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements and should be read in conjunction with the 10-K. The accompanying unaudited condensed financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

Use of Estimates

USE OF ESTIMATES

 

The preparation of unaudited condensed financial statements in conformity with 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 periods. Actual results could differ from those estimates.

Concentration of Risk

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2014.

Revenue Recognition

REVENUE RECOGNITION

 

Our retail stores record revenue at the point of sale. Total revenues do not include sales tax because the Company is a pass-through conduit for collecting and remitting sales taxes. Revenue is recognized on the sale of a product when the product is shipped or delivered, which is when the risk of loss transfers to our customers, and collection of the sale is reasonably assured. As substantially all sales are cash or credit card sales we did not maintain a reserve for bad debt as of September 30, 2014 or December 31, 2013.

Inventory

INVENTORY

 

Inventory is stated at the lower of cost or market, using the first-in, first-out (FIFO) method of accounting. The company’s inventory consists entirely of finished goods. The cost of the Company’s inventory includes amounts paid to suppliers and freight costs incurred in connection with the delivery of product to our retail stores. The Company conducts a physical inventory and records adjustments to inventory through cost of goods sold for damaged, lost or stolen inventory (inventory shrinkage) at the end of each quarter beginning with the quarter ended September 30, 2014.

Property and Equipment

PROPERTY AND EQUIPMENT

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over three to five years. Improvements to leased property are depreciated over the life of the lease or the life of the improvement, whichever is less.

 

Stock Based Compensation - The Company accounts for stock issued to non-employees in accordance with the provisions of FASB ASC 505-50 “Equity Based Payments to Non-Employees”. FASB ASC 505-50 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (that is, the vesting date).

Income Taxes

INCOME TAXES

 

Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

Loss Per Common Share

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2014, there are no outstanding dilutive securities.

Fair Value of Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability.

Property and Equipment (Tables)

v2.4.0.8
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2014
Property, Plant and Equipment [Abstract]  
Components of Property and Equipment

Property and equipment consists of the following as of:

 

    September 30, 2014     December 31, 2013  
             
Furniture and equipment   $ 8,901     $ -  
                 
Less – accumulated depreciation     (497 )     -  
    $ 8,404     $ -  

Restatements (Tables)

v2.4.0.8
Restatements (Tables)
9 Months Ended
Sep. 30, 2014
Restatements Tables  
Schedule of Restatements

Accordingly, the condensed balance sheet, statements of operations and statement cash flows for the period described in the preceding sentence have been retroactively adjusted as summarized below:

 

Effect of Correction   As Previously
Reported
    Adjustment     As Restated  
                   
Balance sheet at June 30, 2014:                        
Inventory   $ 43,474     $ (21,450 )   $ 22,024  
Deferred revenue     33,000     $ (33,000 )   $ -  
Accumulated deficit     (251,482 )   $ 11,550     $ (239,932 )
Total stockholders’ equity   $ 2,355     $ 11,550     $ 13,905  
                         
Statement of Operations for the quarter ended June 30, 2014:                        
Revenue   $ 38,113     $ 33,000     $ 71,113  
Cost of sales     24,744       21,450       46,194  
Net Loss     (13,083 )     11,550       (1,533 )
EPS, Basic and Diluted   $ -     $ -     $ -  
                         
Statement of Operations for the six months ended June 30, 2014:                        
Revenue   $ 58,189     $ 33,000     $ 91,189  
Cost of sales     38,775       21,450       60,225  
Net Loss     (92,806 )     11,550       (81,256 )
EPS, Basic and Diluted   $ (0.01 )   $ -     $ (0.01 )

Nature of Operations and Summary of Significant Accounting Policies (Details Narrative)

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Details Narrative)
9 Months Ended
Sep. 30, 2014
Outstanding dilutive securities 0
Minimum [Member]
 
Property and equipment, useful life 3 years
Maximum [Member]
 
Property and equipment, useful life 5 years

Going Concern (Details Narrative)

v2.4.0.8
Going Concern (Details Narrative) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Going Concern [Abstract]    
Accumulated deficit $ 252,873 $ 158,676

Property and Equipment - Components of Property and Equipment (Details)

v2.4.0.8
Property and Equipment - Components of Property and Equipment (Details) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Property, Plant and Equipment [Abstract]    
Furniture and equipment $ 8,901   
Less - accumulated depreciation (497)   
Property, plant and equipment net $ 8,404   

Accrued Litigation (Details Narrative)

v2.4.0.8
Accrued Litigation (Details Narrative) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Loss Contingency [Abstract]    
Accrued litigation $ 55,200 $ 55,200

Related Party Balances (Details Narrative)

v2.4.0.8
Related Party Balances (Details Narrative) (USD $)
1 Months Ended 3 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2014
Sep. 30, 2014
Integer
Feb. 01, 2014
Dec. 31, 2013
Sep. 30, 2014
Director [Member]
Jun. 30, 2014
Director [Member]
Sep. 30, 2014
Director [Member]
Aug. 30, 2014
Chief Executive Officer [Member]
Related Party Transaction [Line Items]                
Stock issued during period, shares 15,385           1,846,012  
Stock issued during period, aggregate price $ 1,000,000           $ 18,460  
Loan from shareholder      6,838 6,694        
Note Receivable from Shareholder   33,061            33,000
Amount from shareholders         6,404 5,218    
Other quartely expense   $ 40,000            
Number of Stores   2            

Subscriptions Receivable (Details Narrative)

v2.4.0.8
Subscriptions Receivable (Details Narrative) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Receivables [Abstract]    
Share subscribed but unissued subscriptions receivable $ 16,000 $ 16,000

Commitments (Details Narrative)

v2.4.0.8
Commitments (Details Narrative) (USD $)
9 Months Ended 0 Months Ended
Sep. 30, 2014
Sep. 30, 2014
Monthly Rentals and Maintenance Fees [Member]
Apr. 08, 2014
Monthly Rentals and Maintenance Fees [Member]
Oct. 31, 2013
Monthly Rentals and Maintenance Fees [Member]
acre
CommitmentsAndContingenciesLineItems [Line Items]        
Area of real estate property       2,239
Operating rent expense, minimum rentals   $ 3,733 $ 4,756  
Operating leases, term of contract   36 months 67 months  
Description of operating leases, payment  

The lease requires monthly payments of base rent of $4,756, with free rent for months one through four, month seven, month nine and month eleven.

   
Deferred rent related to lease $ 16,000      

Stockholder's Equity/(Deficit) (Details Narrative)

v2.4.0.8
Stockholder's Equity/(Deficit) (Details Narrative) (USD $)
1 Months Ended 9 Months Ended 0 Months Ended 1 Months Ended
Aug. 31, 2014
Sep. 30, 2014
Dec. 31, 2013
Sep. 30, 2014
Third Parties [Member]
Sep. 30, 2014
Third Parties [Member]
Minimum [Member]
Sep. 30, 2014
Third Parties [Member]
Maximum [Member]
Feb. 01, 2014
President [Member]
Mar. 15, 2014
Vice President [Member]
Class of Stock [Line Items]                
Common stock, shares authorized   100,000,000 100,000,000          
Preferred stock, shares authorized   20,000,000 20,000,000          
Common stock, shares issued   9,231,397 7,044,000          
Common stock, shares outstanding   9,231,397 7,044,000          
Preferred stock, shares issued   0 0          
Preferred stock, shares outstanding   0 0          
Common stock issued for price       2,187,397        
Share price $ 0.65       $ 0.01 $ 0.65 $ 0.01 $ 0.10
Stock issued during period, shares 15,385           1,846,012 30,000
Stock issued during period, value $ 1,000,000           $ 18,460 $ 3,000

Restatements - Schedule of Restatements (Details)

v2.4.0.8
Restatements - Schedule of Restatements (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Dec. 31, 2013
Inventory $ 27,500   $ 27,500     
Accumulated deficit (252,873)   (252,873)   (158,676)
Total stockholders' equity 17,368   17,368   48,005
Revenue 53,821    145,071     
Cost of sales 25,153    85,417     
Net Loss (12,963) (90,903) (94,197) (90,903)  
EPS, Basic and Diluted $ 0.00 $ (0.05) $ (0.01) $ (0.01)  
As Previously Reported [Member]
         
Inventory 43,474   43,474    
Deferred revence 33,000   33,000    
Accumulated deficit (251,482)   (251,482)    
Total stockholders' equity 2,355   2,355    
Revenue 38,113   58,189    
Cost of sales 24,744   38,775    
Net Loss (13,083)   (92,806)    
EPS, Basic and Diluted      $ (0.01)    
Adjustment [Member]
         
Inventory (21,450)   (21,450)    
Deferred revence (33,000)   (33,000)    
Accumulated deficit 11,550   11,550    
Total stockholders' equity 11,550   11,550    
Revenue 33,000   33,000    
Cost of sales 21,450   21,450    
Net Loss 11,550   11,550    
EPS, Basic and Diluted            
As Restated [Member]
         
Inventory 22,024   22,024    
Deferred revence            
Accumulated deficit (239,932)   (239,932)    
Total stockholders' equity 13,905   13,905    
Revenue 71,113   91,189    
Cost of sales 46,194   60,225    
Net Loss $ (1,533)   $ (81,256)    
EPS, Basic and Diluted      $ (0.01)