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Document and Entity Information

v2.4.0.8
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Apr. 14, 2015
Jun. 30, 2014
Document And Entity Information      
Entity Registrant Name Sunstock, Inc.    
Entity Central Index Key 0001559157    
Document Type 10-K    
Document Period End Date Dec. 31, 2014    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Entity Well-Known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Public Float     $ 0
Entity Common Stock, Shares Outstanding   10,132,897  
Entity Filer Category Smaller Reporting Company    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2014    

Balance Sheets

v2.4.0.8
Balance Sheets (USD $)
Dec. 31, 2014
Dec. 31, 2013
Current assets    
Cash $ 1,567 $ 10,632
Inventory 30,377   
Prepaid expenses 4,064 94,976
Total Current Assets 36,008 105,608
Property and equipment-net 8,947   
Security deposits 4,756 5,226
Total assets 49,711 110,834
Current liabilities    
Accounts payable 40,068 935
Accrued litigation 55,200 55,200
Loan from shareholder    6,694
Total Current Liabilities 95,268 62,829
Total liabilities 95,268 62,829
Stockholders' equity (deficit)    
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 as of December 31, 2014 and 2013, respectively 923 704
Subscriptions receivable    (16,000)
Additional paid - in capital 458,959 221,977
Accumulated deficit (505,439) (158,676)
Total stockholders' equity (deficit) (45,557) 48,005
Total liabilities and stockholders' equity (deficit) $ 49,711 $ 110,834

Balance Sheets (Parenthetical)

v2.4.0.8
Balance Sheets (Parenthetical) (USD $)
Dec. 31, 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  

Statements of Operations

v2.4.0.8
Statements of Operations (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]    
Revenue $ 166,492   
Cost of revenue 85,318   
Gross profit 81,174   
Operating expenses 427,937 157,319
Operating loss (346,763) (102,119)
Other expense:    
Extraordinary charge for litigation    55,200
Loss beore income tax (346,763) (157,319)
Income tax      
Net loss $ (346,763) $ (157,319)
Loss per share - basic and diluted $ (0.04) $ (0.01)
Weighted average shares - basic and diluted 8,997,320 12,815,115

Statement of Changes in Shareholders' Equity

v2.4.0.8
Statement of Changes in Shareholders' Equity (USD $)
Common Stock [Member]
Additional Paid-In Capital [Member]
Stock Subscriptions Receivable [Member]
Accumulated Deficit [Member]
Total
Balance at Dec. 31, 2012 $ 2,000 $ 1,007    $ (1,357) $ 1,650
Balance, shares at Dec. 31, 2012 20,000,000        
Cancellation of common stock (1,950)          (1,950)
Cancellation of common stock, shares (19,500,000)        
Issuance of common stock for services           
Issuance of common stock for cash 234 123,996 (16,000)    108,230
Issuance of common stock for cash, shares 2,344,000        
Additional contribution from shareholders   1,150     1,150
Conversion of shareholder loan to common stock 420 95,824       96,244
Conversion of shareholder loan to common stock, shares 4,200,000        
Net loss       (157,319) (157,319)
Balance at Dec. 31, 2013 704 221,977 (16,000) (158,676) 48,005
Balance, shares at Dec. 31, 2013 7,044,000        
Issuance of common stock for services 174 173,467       (173,641)
Issuance of common stock for services, shares 1,736,412        
Issuance of common stock for cash 27 45,073       45,100
Issuance of common stock for cash, shares 266,385       266,385
Issuance of common shares for conversion of debt 18 18,442       18,460
Issuance of common shares for conversion of debt, shares 184,600        
Subscription receivable issued for services       16,000    16,000
Net loss       (346,763) (346,763)
Balance at Dec. 31, 2014 $ 923 $ 458,959    $ (505,439) $ (45,557)
Balance, shares at Dec. 31, 2014 9,231,397       9,231,397

Statements of Cash Flows

v2.4.0.8
Statements of Cash Flows (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
OPERATING ACTIVITIES    
Net loss $ (346,763) $ (157,319)
Adjustments to reconcile net loss to net cash used in operating activities    
Depreciation 834   
Subscriptions receivable issued for services 16,000   
Common stock issued for services 173,641   
Changes in operating assets and liabilities    
Inventories (30,377)   
Prepaid expenses 90,912 (94,976)
Deposits 470 (5,226)
Accounts payable and accrued liabilities 22,525 55,785
Net cash used in operating activities (72,758) (201,736)
INVESTING ACTIVITIES    
Purchase of property and equipment (9,781)   
Cash used in investing activities (9,781)   
FINANCING ACTIVITIES    
Loan from shareholder 11,766 102,938
Advances on line of credits, net 16,608   
Subscriptions receivable    (16,000)
Redemption of common stock    (1,950)
Proceeds from issuance of common stock 45,100 125,380
Net cash provided by financing activities 73,474 210,368
Net change in cash (9,065) 8,632
Cash, beginning of period 10,632 2,000
Cash, end of period 1,567 10,632
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS    
Estimated fair value of common stock issued for conversion of amounts due from shareholder $ 18,640   

Nature of Operations and Summary of Significant Accounting Policies

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 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. Sunstock operations to date have been limited to issuing shares of its common stock. Sunstock may attempt to locate and negotiate with a business entity for the combination of that target company with Sunstock. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that Sunstock will be successful in locating or negotiating with any target company. Sunstock has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

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. 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.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include but are not limited to realizability of inventories and value of stock-based transactions.

 

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 December 31, 2014 and 2013.

 

INVENTORIES

 

Inventories consist of merchandise for sale and are stated at the lower of cost or market determined on a first-in, first-out (FIFO) method. When a purchase contains multiple copies of the same item, they are stated at average cost.

 

At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.

 

PROPERTY AND EQUIPMENT

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are depreciated at the lesser of the useful life of the asset or the lease term.

 

LONG-LIVED ASSETS

 

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the years ended December 31, 2014 and 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

 

REVENUE RECOGNITION

 

The Company recognizes revenues in accordance with the FASB ASC Topic 605. Accordingly, the Company recognizes revenues when there is persuasive evidence that an arrangement exists, product delivery and acceptance have occurred, the sales price is fixed or determinable, and collectability of the transaction is assured.

 

INCOME TAXES

 

The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes.

 

The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

 

The total unrecognized tax benefit resulting in an increase in deferred tax assets and corresponding increase in the valuation allowance at December 31, 2014 is $201,056. There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate. 

 

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $0 accrued for interest and penalties on each of the Company’s balance sheet at December 31, 2014.

 

The Company is subject to taxation in the U.S. and the state of California jurisdictions. The Company’s tax years for 2014 and forward for federal and state purposes are subject to examination by the U.S. and state of California tax authorities due to the carry-forward of unutilized net operating losses. The Company does not foresee material changes to its gross uncertain income tax position liability within the next twelve months.

 

EARNINGS (LOSS) PER COMMON SHARE

 

Basic earnings (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock options and have been excluded from the computation of diluted earnings (loss) per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect.

 

For the year ended December 31, 2014, there were no potentially dilutive shares that were excluded from the diluted earnings (loss) per share as their effect would have been antidilutive for the year then ended.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

At December 31, 2014, the Company’s financial instruments include cash, accounts payable, and accrued litigation. The carrying amount of cash, accounts payable, and accrued litigation approximates fair value due to the short-term maturities of these instruments.

Going Concern

v2.4.0.8
Going Concern
12 Months Ended
Dec. 31, 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 approximately $505,000 as of December 31, 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 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 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
12 Months Ended
Dec. 31, 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
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]  
Property and Equipment

NOTE 4 - PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following as of:

 

    December 31, 2014     December 31, 2013  
Furniture and equipment   $ 9,781     $ -  
Less – accumulated depreciation     (834 )     -  
    $ 8,947     $ -  

 

Depreciation expense for the year ended December 31, 2014 was $834.

Related Party Balances

v2.4.0.8
Related Party Balances
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Related Party Balances

NOTE 5 - RELATED PARTY BALANCES

 

During the year ended December 31, 2014, the Company’s chief executive officer was granted 1,846,012 shares of common stock for the conversion of approximately $18,000 of amounts due. Based on the estimated fair value of the common shares, the Company recorded approximately $166,000 of compensation expense to the officer; as such shares were considered compensatory for services provided.

 

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.

 

During the year ended December 31, 2013, the Company’s Chief Executive Officer received $16,000 directly from an investor in connection with the issuance of 75,000 shares of the Company’s common stock. During the year ended December 31, 2014, the Company recorded compensation of $16,000; as such amounts were not remitted to the Company by the officer.

 

The Company has not incurred any salaries and related expenses during 2014. The parents of the Company’s officer have contributed their time without compensation, nor any amounts due. They assist with operating the Company’s store (two stores through August 2014). In addition, the Company receives consulting services from a shareholder without any compensation, nor any amounts due. The Company approximates the annual expense would total $60,000 to hire and pay for comparable services. No such amounts have been recorded for the year ended December 31, 2014.

 

During the year ended December 31, 2014, the Company was provided a non-interest bearing, non-secured line of credit by a shareholder. The line is due on demand. During the year ended December 31, 2014, the Company had net borrowings of approximately $17,000, which was due and payable at December 31, 2014 and included in accounts payable in the accompanying balance sheet.

Commitments and Contingencies

v2.4.0.8
Commitments and Contingencies
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 6 - COMMITMENTS AND CONTINGENCIES

 

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 $22,000 and was included in accounts payable in the accompanying balance sheet of December 31, 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. On January 27, 2015 the Company filed a lawsuit to recover these costs either through insurance proceeds or landlord settlement.

 

LITIGATION

 

In December 2013, the Company issued 75,000 shares of common stock to a third party (the “Shareholder”) for consideration of $16,000. Such consideration was received directly by Jason Chang, CEO, and was not deposited into the Company’s bank account. As the funds had not been received by the Company, such amounts have been recorded as compensation to Mr. Chang as of December 31, 2014 (see Note 5). In April 2014, the Company received notice from the Shareholder that he had filed a lawsuit against the Company and its CEO relating to the delay in the complainants’ stock reaching public listing services. The Company had made efforts to settle this issue, without an agreement being reached. As such, the Company has recorded a loss contingency based on its best estimate of all costs to be incurred for the ultimate settlement of this matter. The Company estimates its exposure to be $55,200, and has reflected this amount in accrued litigation on the accompanying balance sheet as of December 31, 2014.

 

INDEMNITIES AND GUARANTEES

 

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain actions or transactions. The Company indemnifies its directors, officers, employees and agents, as permitted under the laws of the State of Delaware. In connection with its facility leases, the Company has agreed to indemnify its lessors for certain claims arising from the use of the facilities. The duration of the guarantees and indemnities varies, and is generally tied to the life of the agreement. These guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated nor incurred any payments for these obligations and, therefore, no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet.

Stockholder's Equity (Deficit)

v2.4.0.8
Stockholder's Equity (Deficit)
12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Stockholders' Equity (Deficit)

NOTE 7 - 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 December 31, 2014, 9,231,397 shares of common stock and no preferred stock were issued and outstanding.

 

As of December 31, 2013, the stockholders have made capital contributions in the amount of totally $2,157 to pay the auditing and operating expenses incurred by the Company.

 

On July 18, 2013, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950.

 

On July 19, 2013, the Company issued 1,000,000 shares of common stock to a director and officer of the Company for an aggregate price of $100.00.

 

During the year ended December 31, 2013, the Company issued 1,104,000 common shares to third parties at prices from $.001 to $1.00 for an aggregated amount of $64,130.

 

On October 18, 2013, the president of the Company converted amounts loaned to the Company of $96,244 for 4,200,000 common shares of common stock.

 

On October 21, 2013, the Company issued 240,000 common shares to a director and officer of the Company for an aggregate price of $60,000.

 

During the year ended December 31, 2014, the Company issued 266,385 shares of common stock for aggregate proceeds of $45,100 and 75,000 shares for services provided of approximately $7,500.

 

During the year ended December 31, 2104, the Company issued 1,846,012 shares of common stock to the Company’s CEO in exchange for amounts due approximating $18,000 and compensation for services provided through 2014 of approximately $166,000. The Company recorded such amount as a prepaid expense and amortized the entire amount through December 31, 2014 (see additional discussion at Note 9). The related compensation expense has been recorded in operating expenses in the accompanying statement of operations.

 

 During the year ended December 31, 2014, the Company issued 266,385 shares of common stock for aggregate proceeds of $45,100 and 75,000 shares for services provided of approximately $7,500.

Income Taxes

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Income Taxes
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 8 - INCOME TAXES

 

The Company is subject to taxation in the United States of America and the state of California. The provision for income taxes for the year ended December 31, 2014 is summarized below:

 

    December 31, 2014  
Current:        
Federal   $ -  
State     800  
Total current     800
Deferred:        
Federal     58,996  
State     10,077  
Change in valuation allowance     (69,073 )
Total deferred     -  
Income tax provision (benefit)   $ 800  

 

A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income provision is as follows:

 

    December 31, 2014  
U.S. federal statutory tax rate     34.00 %
State tax benefit, net     (0.15 )%
Stock based compensation     (17.06 )%
Other     -  
Valuation allowance     (17.01 )%
Effective income tax rate     (0.23 )%

 

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

 

    December 31, 2014  
Deferred tax assets:        
NOL’s   $ 132,077  
State taxes     -  
Inventory and other reserves     -  
Depreciation and amortization     332  
NQ stock option expense     -  
Total deferred tax assets     132,409  
Valuation allowance     (132,409 )
Net deferred tax assets   $ -  

 

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $69,000 for the year ending December 31, 2014.

 

As of December 31, 2014, the Company had net operating loss carryforwards for federal income tax purposes of approximately $113,000 which expire beginning in the year 2019. As of December 31, 2014, the Company had net operating loss carryforwards for state income tax purposes of approximately $19,000 which expire beginning in the year 2015.

 

Utilization of the net operating losses may be subject to substantial annual limitation due to federal and state ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating losses ad credits before their utilization. The Company has not performed an analysis to determine the limitation of the net operating loss carryforwards.

Restatements

v2.4.0.8
Restatements
12 Months Ended
Dec. 31, 2014
Restatements  
Restatements

NOTE 9 - RESTATEMENTS

 

Revenues

 

See the Company’s Form 10-Q for the period ended September 30, 2014 for such disclosure.

 

Common Stock Issued for Services

 

The original accounting for first quarter issuances of common stock was improperly recorded. Based on management’s analysis of the underlying data, it determined that certain non-forfeitable shares were not recorded at estimated fair value. Accordingly, as such non-forfeitable shares were issued as compensation for services to be provided during 2014, the Company has determined that a prepaid expense should have been recorded and amortized through December 31, 2014.

 

The effect of these changes impacted the balance sheet, statements of operations and cash flows for the quarters ended March 31, June 30 and September 30, 2014. Accordingly, the changes in the balance sheets, statements of operations and cash flows for the periods described in the preceding sentence would have been adjusted as summarized below:

 

Effect of Correction   As Previously
Reported
    Adjustment     As Restated  
                   
Balance sheet at March 31, 2014:                        
Prepaid services   $ -     $ 143,397     $ 143,397  
Additional paid in capital     275,319       173,641       448,960  
Accumulated deficit     (238,399 )     (30,244 )     (268,643 )
Total stockholders’ equity   $ (4,130 )   $ -     $ (4,130 )
                         
Statement of Operations for the quarter ended March 31, 2014:                        
Operating expenses   $ 85,798     $ 30,244     $ 116,042  
Net Loss     (79,723 )     (30,244 )     (109,967 )
EPS, Basic and Diluted   $ (0.01 )   $ (0.00 )   $ (0.01 )
                         
Statement of Cash Flows for the quarter ended March 31, 2014:                        
Net loss   $ (79,723 )   $ (30,244 )   $ (109,967 )
Estimated fair value of common stock issued for services     -       30,244       30,244  
Noncash - common stock issued for prepaid services   $ -     $ 173,641     $ 173,641  

 

Effect of Correction   As Previously
Reported (1)
    Adjustment     As Restated  
                   
Balance sheet at June 30, 2014:                        
Prepaid services   $ -     $ 95,946     $ 95,946  
Additional paid in capital     275,319       173,641       448,960  
Accumulated deficit   $ (239,932 )   $ (77,695 )   $ (317,627 )
                         
Statement of Operations for the quarter ended June 30, 2014:                        
Operating expenses   $ 26,422     $ 47,451     $ 73,873  
Net Loss     (1,533 )     (47,451 )     (48,984 )
EPS, Basic and Diluted   $ -     $ (0.01 )   $ (0.01 )
                         
Statement of Operations for the six months ended June 30, 2014:                        
Operating expenses   $ 112,220     $ 77,695     $ 189,915  
Net Loss     (81,256 )     (77,695 )     (158,951 )
EPS, Basic and Diluted

  $ (0.01 )   $ (0.01 )   $ (0.02 )
                         
Statement of Cash Flows for the period ended June 30, 2014:                        
Net loss   $ (81,256 )   $ (77,695 )   $ (158,951 )
Estimated fair value of common stock issued for services     -       77,695       77,695  
Noncash - common stock issued for prepaid services   $ -     $ 173,641     $ 173,641  

 

(1) See footnote 10 in the Company’s Form 10-Q for the period ended June 30, 2014 related to restated balances.

 

Effect of Correction   As Previously
Reported
    Adjustment     As Restated  
                   
Balance sheet at September 30, 2014:                        
Prepaid services   $ -     $ 47,973     $ 47,973  
Additional paid in capital     285,318       173,641       458,959  
Accumulated deficit   $ (252,873 )   $ (125,668 )   $ (378,541 )
                         
Statement of Operations for the quarter ended September 30, 2014:                        
Operating expenses   $ 41,631     $ 47,973     $ 89,604  
Net Loss     (12,963 )     (47,973 )     (60,936 )
EPS, Basic and Diluted   $ -     $ (0.01 )   $ (0.01 )
                         
Statement of Operations for the nine months ended September 30, 2014:                        
Operating expenses   $ 153,851     $ 125,668     $ 279,519  
Net Loss     (94,197 )     (125,668 )     (219,865 )
EPS, Basic and Diluted   $ (0.01 )   $ (0.01 )   $ (0.02 )
                         
Statement of Cash Flows for the period ended September 30, 2014:                        
Net loss   $ (94,197 )   $ (125,668 )   $ (219,865 )
Estimated fair value of common stock issued for services     -       125,668       125,668  
Noncash - common stock issued for prepaid services   $ -     $ 173,641     $ 173,641  

 

Subsequent Events

v2.4.0.8
Subsequent Events
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

NOTE 10 - SUBSEQUENT EVENTS

 

On January 27, 2015 the Company filed a lawsuit to recover costs associated with the August 2014 closing of the first store due to substandard electrical wiring by the landlord. Management and legal counsel are confident the issue will be resolved within the first or second quarter of 2015.

 

In January and February 2015, the Company invested in precious metals (silver) for an aggregate purchase price of approximately $220,000 as of March 31, 2015. The management anticipates shifting more of its capital in this direction in 2015.

 

In March 2015, the Company issued 901,500 shares of common stock for proceeds of $356,000.

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

v2.4.0.8
Nature of Operations and Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 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. Sunstock operations to date have been limited to issuing shares of its common stock. Sunstock may attempt to locate and negotiate with a business entity for the combination of that target company with Sunstock. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that Sunstock will be successful in locating or negotiating with any target company. Sunstock has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

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. 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.

Basis of Presentation

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

Use of Estimates

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company’s management include but are not limited to realizability of inventories and value of stock-based transactions.

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 December 31, 2014 and 2013.

Inventories

INVENTORIES

 

Inventories consist of merchandise for sale and are stated at the lower of cost or market determined on a first-in, first-out (FIFO) method. When a purchase contains multiple copies of the same item, they are stated at average cost.

 

At each balance sheet date, the Company evaluates its ending inventory quantities on hand and on order and records a provision for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining obsolescence and net realizable value. In addition, the Company considers changes in the market value of components in determining the net realizable value of its inventory. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.

Property and Equipment

PROPERTY AND EQUIPMENT

 

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of 3 to 5 years. Any leasehold improvements are depreciated at the lesser of the useful life of the asset or the lease term.

Long-Lived Assets

LONG-LIVED ASSETS

 

The Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset. No impairment charges were incurred during the years ended December 31, 2014 and 2013. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

Revenue Recognition

REVENUE RECOGNITION

 

The Company recognizes revenues in accordance with the FASB ASC Topic 605. Accordingly, the Company recognizes revenues when there is persuasive evidence that an arrangement exists, product delivery and acceptance have occurred, the sales price is fixed or determinable, and collectability of the transaction is assured.

Income Taxes

INCOME TAXES

 

The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax bases of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Therefore, the Company has recorded a full valuation allowance against the net deferred tax assets. The Company’s income tax provision consists of state minimum taxes.

 

The Company recognizes any uncertain income tax positions on income tax returns at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

 

The total unrecognized tax benefit resulting in an increase in deferred tax assets and corresponding increase in the valuation allowance at December 31, 2014 is $201,056. There are no unrecognized tax benefits included in the balance sheet that would, if recognized, affect the effective tax rate.

 

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had $0 accrued for interest and penalties on each of the Company’s balance sheet at December 31, 2014.

 

The Company is subject to taxation in the U.S. and the state of California jurisdictions. The Company’s tax years for 2014 and forward for federal and state purposes are subject to examination by the U.S. and state of California tax authorities due to the carry-forward of unutilized net operating losses. The Company does not foresee material changes to its gross uncertain income tax position liability within the next twelve months.

Earnings (Loss) Per Common Share

EARNINGS (LOSS) PER COMMON SHARE

 

Basic earnings (loss) per share represent income (loss) available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income (loss) that would result from the assumed issuance. The potential common shares that may be issued by the Company relate to outstanding stock options and have been excluded from the computation of diluted earnings (loss) per share because they would reduce the reported loss per share and therefore have an anti-dilutive effect.

 

For the year ended December 31, 2014, there were no potentially dilutive shares that were excluded from the diluted earnings (loss) per share as their effect would have been antidilutive for the year then ended.

 

The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

At December 31, 2014, the Company’s financial instruments include cash, accounts payable, and accrued litigation. The carrying amount of cash, accounts payable, and accrued litigation approximates fair value due to the short-term maturities of these instruments.

Fair Value of Financial Instruments

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company measures the fair value of certain of its financial assets on a recurring basis. A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

At December 31, 2014, the Company’s financial instruments include cash, accounts payable, and accrued litigation. The carrying amount of cash, accounts payable, and accrued litigation approximates fair value due to the short-term maturities of these instruments.

Property and Equipment (Tables)

v2.4.0.8
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2014
Property, Plant and Equipment [Abstract]  
Components of Property and Equipment

Property and equipment consists of the following as of:

 

    December 31, 2014     December 31, 2013  
Furniture and equipment   $ 9,781     $ -  
Less – accumulated depreciation     (834 )     -  
    $ 8,947     $ -  

Income Taxes (Tables)

v2.4.0.8
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
Schedule of Provision for Income Taxes

The Company is subject to taxation in the United States of America and the state of California. The provision for income taxes for the year ended December 31, 2014 is summarized below:

 

    December 31, 2014  
Current:        
Federal   $ -  
State     800  
Total current     800
Deferred:        
Federal     58,996  
State     10,077  
Change in valuation allowance     (69,073 )
Total deferred     -  
Income tax provision (benefit)   $ 800  

Schedule of Reconciliation of Income Taxes

A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income provision is as follows:

 

    December 31, 2014  
U.S. federal statutory tax rate     34.00 %
State tax benefit, net     (0.15 )%
Stock based compensation     (17.06 )%
Other     -  
Valuation allowance     (17.01 )%
Effective income tax rate     (0.23 )%

Schedule of Deferred Tax Assets

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

 

    December 31, 2014  
Deferred tax assets:        
NOL’s   $ 132,077  
State taxes     -  
Inventory and other reserves     -  
Depreciation and amortization     332  
NQ stock option expense     -  
Total deferred tax assets     132,409  
Valuation allowance     (132,409 )
Net deferred tax assets   $ -  

Restatements (Tables)

v2.4.0.8
Restatements (Tables)
12 Months Ended
Dec. 31, 2014
Restatements Tables  
Summary of Changes in Balance Sheets, Statements of Operations and Cash Flows

The effect of these changes impacted the balance sheet, statements of operations and cash flows for the quarters ended March 31, June 30 and September 30, 2014. Accordingly, the changes in the balance sheets, statements of operations and cash flows for the periods described in the preceding sentence would have been adjusted as summarized below:

 

Effect of Correction   As Previously
Reported
    Adjustment     As Restated  
                   
Balance sheet at March 31, 2014:                        
Prepaid services   $ -     $ 143,397     $ 143,397  
Additional paid in capital     275,319       173,641       448,960  
Accumulated deficit     (238,399 )     (30,244 )     (268,643 )
Total stockholders’ equity   $ (4,130 )   $ -     $ (4,130 )
                         
Statement of Operations for the quarter ended March 31, 2014:                        
Operating expenses   $ 85,798     $ 30,244     $ 116,042  
Net Loss     (79,723 )     (30,244 )     (109,967 )
EPS, Basic and Diluted   $ (0.01 )   $ (0.00 )   $ (0.01 )
                         
Statement of Cash Flows for the quarter ended March 31, 2014:                        
Net loss   $ (79,723 )   $ (30,244 )   $ (109,967 )
Estimated fair value of common stock issued for services     -       30,244       30,244  
Noncash - common stock issued for prepaid services   $ -     $ 173,641     $ 173,641  

 

Effect of Correction   As Previously
Reported (1)
    Adjustment     As Restated  
                   
Balance sheet at June 30, 2014:                        
Prepaid services   $ -     $ 95,946     $ 95,946  
Additional paid in capital     275,319       173,641       448,960  
Accumulated deficit   $ (239,932 )   $ (77,695 )   $ (317,627 )
                         
Statement of Operations for the quarter ended June 30, 2014:                        
Operating expenses   $ 26,422     $ 47,451     $ 73,873  
Net Loss     (1,533 )     (47,451 )     (48,984 )
EPS, Basic and Diluted   $ -     $ (0.01 )   $ (0.01 )
                         
Statement of Operations for the six months ended June 30, 2014:                        
Operating expenses   $ 112,220     $ 77,695     $ 189,915  
Net Loss     (81,256 )     (77,695 )     (158,951 )
EPS, Basic and Diluted

  $ (0.01 )   $ (0.01 )   $ (0.02 )
                         
Statement of Cash Flows for the period ended June 30, 2014:                        
Net loss   $ (81,256 )   $ (77,695 )   $ (158,951 )
Estimated fair value of common stock issued for services     -       77,695       77,695  
Noncash - common stock issued for prepaid services   $ -     $ 173,641     $ 173,641  

 

(1) See footnote 10 in the Company’s Form 10-Q for the period ended June 30, 2014 related to restated balances.

 

Effect of Correction   As Previously
Reported
    Adjustment     As Restated  
                   
Balance sheet at September 30, 2014:                        
Prepaid services   $ -     $ 47,973     $ 47,973  
Additional paid in capital     285,318       173,641       458,959  
Accumulated deficit   $ (252,873 )   $ (125,668 )   $ (378,541 )
                         
Statement of Operations for the quarter ended September 30, 2014:                        
Operating expenses   $ 41,631     $ 47,973     $ 89,604  
Net Loss     (12,963 )     (47,973 )     (60,936 )
EPS, Basic and Diluted   $ -     $ (0.01 )   $ (0.01 )
                         
Statement of Operations for the nine months ended September 30, 2014:                        
Operating expenses   $ 153,851     $ 125,668     $ 279,519  
Net Loss     (94,197 )     (125,668 )     (219,865 )
EPS, Basic and Diluted   $ (0.01 )   $ (0.01 )   $ (0.02 )
                         
Statement of Cash Flows for the period ended September 30, 2014:                        
Net loss   $ (94,197 )   $ (125,668 )   $ (219,865 )
Estimated fair value of common stock issued for services     -       125,668       125,668  
Noncash - common stock issued for prepaid services   $ -     $ 173,641     $ 173,641  

 

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) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Impairment charges of long-lived assets $ 0 $ 0
Percentage of unrecognized tax benefits sustained 50.00%  
Deferred tax asset      
Accrued interest 0  
Outstanding dilutive securities 0  
Deferred tax assets increase in valuation allowance $ 201,056  
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 $)
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Going Concern [Abstract]          
Accumulated deficit $ 505,439 $ 378,541 $ 317,627 $ 268,643 $ 158,676

Property and Equipment (Details Narrative)

v2.4.0.8
Property and Equipment (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 834   

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

v2.4.0.8
Property and Equipment - Components of Property and Equipment (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Abstract]    
Furniture and equipment $ 9,781   
Less - accumulated depreciation (834)   
Property and equipment, net $ 8,947   

Related Party Balances (Details Narrative)

v2.4.0.8
Related Party Balances (Details Narrative) (USD $)
12 Months Ended 12 Months Ended
Dec. 31, 2014
Aug. 31, 2014
Integer
Aug. 31, 2014
Chief Executive Officer [Member]
Dec. 31, 2014
Chief Executive Officer [Member]
Dec. 31, 2013
Chief Executive Officer [Member]
Dec. 31, 2013
Chief Executive Officer One [Member]
Related Party Transaction [Line Items]            
Stock issued during period, shares       1,846,012 75,000  
Stock issued during period, aggregate price       $ 18,460 $ 16,000  
Officer compensantion       16,600,000   16,000
Annual expense 60,000          
Number of stores   2        
Loan from shareholder 17,000          
Note Receivable from Shareholder     $ 33,000      

Commitments and Contingencies (Details Narrative)

v2.4.0.8
Commitments and Contingencies (Details Narrative) (USD $)
1 Months Ended 12 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2013
Shareholder [Member]
Dec. 31, 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 22,000          
Common stock issued to third party     75,000      
Common stock consideration     16,000      
Accrued litigation $ 55,200 $ 55,200        

Stockholder's Equity (Deficit) (Details Narrative)

v2.4.0.8
Stockholder's Equity (Deficit) (Details Narrative) (USD $)
0 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Jul. 18, 2013
Mar. 31, 2014
Jun. 30, 2014
Sep. 30, 2014
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2013
Third Parties [Member]
Dec. 31, 2013
Third Parties [Member]
Minimum [Member]
Dec. 31, 2013
Third Parties [Member]
Maximum [Member]
Dec. 31, 2014
Services Provider [Member]
Oct. 18, 2013
Director And Officer [Member]
Jul. 19, 2013
Director And Officer [Member]
Oct. 18, 2013
President [Member]
Dec. 31, 2014
Chief Executive Officer [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                  
Preferred stock, shares issued         0 0                
Preferred stock, shares outstanding         0 0                
Stockholders contributed capital to pay the auditing and operating expenses           $ 2,157                
Number of shares redeemed during period 19,500,000                          
Redeemed shares outstanding 20,000,000                          
Redeemption price per share $ 0.0001                          
Number of shares redeemed during period amount 1,950                          
Sale of stock during period             1,104,000         1,000,000    
Sale of stock during period, amount             64,130         100    
Number of common stock issued, shares         266,385                  
Proceeds from issuance of common stock         45,100 125,380                
Equity issuance price per share               $ 0.001 $ 1.00          
Conversion of debt amount                     60,000   96,244  
Conversion of debt into shares                     240,000   4,200,000  
Issuance of common stock for services   30,244 77,695 125,668 (173,641)          75,000        
Issuance of common stock for services, shares                   7,500        
Number of stock issued for exchange                           1,846,012
Number of stock issued for exchange , amount                           18,000
Compensantion service cost                           $ 166,000

Income Taxes (Details Narrative)

v2.4.0.8
Income Taxes (Details Narrative) (USD $)
12 Months Ended
Dec. 31, 2014
Deferred tax asset valuation of allowance $ 69,000
Net operating loss carryforwards 132,077
Federal Income Tax [Member]
 
Net operating loss carryforwards 113,000
Operating loss carryforwards expiration date

beginning in the year 2019

State Income Tax [Member]
 
Net operating loss carryforwards $ 19,000
Operating loss carryforwards expiration date

beginning in the year 2015

Income Taxes - Schedule of Provision for Income Taxes (Details)

v2.4.0.8
Income Taxes - Schedule of Provision for Income Taxes (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Tax Disclosure [Abstract]    
Federal     
State 800  
Total current 800  
Federal 58,996  
State 10,077  
Change in valuation of allowance (69,073)  
Total deferred     
Income tax provision (benefit)      

Income Taxes - Schedule of Reconciliation of Income Taxes (Details)

v2.4.0.8
Income Taxes - Schedule of Reconciliation of Income Taxes (Details)
12 Months Ended
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
U.S federalincome statuatory tax rate 34.00%
State tax benefit, net (0.15%)
Stock based compensation (17.06%)
Other   
Valuation allowance (17.01%)
Effective income tax rate (0.23%)

Income Taxes - Schedule of Deferred Tax Assets (Details)

v2.4.0.8
Income Taxes - Schedule of Deferred Tax Assets (Details) (USD $)
Dec. 31, 2014
Income Tax Disclosure [Abstract]  
NOL's $ 132,077
State taxes   
Inventory and other reserves   
Depreciation and amortization 332
NQ stock option expense   
Total deferred tax assets 132,409
Valuation allowance (132,409)
Net deferred tax assets   

Restatements - Summary of Changes in Balance Sheets, Statements of Operations and Cash Flows (Details)

v2.4.0.8
Restatements - Summary of Changes in Balance Sheets, Statements of Operations and Cash Flows (Details) (USD $)
3 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Jun. 30, 2014
Sep. 30, 2014
Dec. 31, 2014
Dec. 31, 2013
Prepaid services $ 47,973 $ 95,946 $ 143,397 $ 95,946 $ 47,973 $ 4,064 $ 94,976
Additional paid in capital 458,959 448,960 448,960 448,960 458,959 458,959 221,977
Accumulated deficit (378,541) (317,627) (268,643) (317,627) (378,541) (505,439) (158,676)
Total stockholders' equity     (4,130)     (45,557) 48,005
Operating expenses 89,604 73,873 116,042 189,915 279,519 427,937 157,319
Net Loss (60,936) (48,984) (109,967) (158,951) (219,865) (346,763) (157,319)
EPS, Basic and Diluted $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ (0.02) $ (0.04) $ (0.01)
Net loss (60,936) (48,984) (109,967) (158,951) (219,865) (346,763) (157,319)
Estimated fair value of common stock issued for services     30,244 77,695 125,668 (173,641)   
Noncash - common stock issued for prepaid services     173,641 173,641 173,641    
Scenario, Previously Reported [Member]
             
Prepaid services                   
Additional paid in capital 285,318 275,319 275,319 275,319 285,318    
Accumulated deficit (252,873) (239,932) (238,399) (239,932) (252,873)    
Total stockholders' equity     (4,130)        
Operating expenses 41,631 26,422 85,798 112,220 153,851    
Net Loss (12,963) (1,533) (79,723) (81,256) (94,197)    
EPS, Basic and Diluted       $ (0.01) $ (0.01) $ (0.01)    
Net loss (12,963) (1,533) (79,723) (81,256) (94,197)    
Estimated fair value of common stock issued for services                 
Noncash - common stock issued for prepaid services                 
Restatement Adjustment [Member]
             
Prepaid services 47,973 95,946 143,397 95,946 47,973    
Additional paid in capital 173,641 173,641 173,641 173,641 173,641    
Accumulated deficit (125,668) (77,695) (30,244) (77,695) (125,668)    
Total stockholders' equity               
Operating expenses 47,973 47,451 30,244 77,695 125,668    
Net Loss (47,973) (47,451) (30,244) (77,695) (125,668)    
EPS, Basic and Diluted $ (0.01) $ (0.01) $ 0 $ (0.01) $ (0.01)    
Net loss (47,973) (47,451) (30,244) (77,695) (125,668)    
Estimated fair value of common stock issued for services     30,244 77,695 125,668    
Noncash - common stock issued for prepaid services     $ 173,641 $ 173,641 $ 173,641    

Subsequent Events (Details Narrative)

v2.4.0.8
Subsequent Events (Details Narrative) (USD $)
12 Months Ended 1 Months Ended 2 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Mar. 31, 2015
Subsequent Event [Member]
Feb. 28, 2015
Subsequent Event [Member]
Metals purchased       $ 220,000
Number of common stock issued, shares 266,385   901,500  
Proceeds from issuance of common stock $ 45,100 $ 125,380 $ 356,000