Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019shares | |
Document And Entity Information | |
Entity Registrant Name | Carnegie Development, Inc |
Entity Central Index Key | 0001024095 |
Document Type | 10-Q |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Small Business | true |
Entity Shell Company | false |
Entity Emerging Growth Company | true |
Entity Current Reporting Status | Yes |
Document Period End Date | Sep. 30, 2019 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2019 |
Entity Ex Transition Period | true |
Entity Common Stock Shares Outstanding | 46,203,716 |
Balance Sheet
Balance Sheet - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and Cash Equivalents | $ 84 | |
Total current assets | 84 | |
Total assets | 84 | |
Current Liabilities: | ||
Accounts payable - Related Party | 16,859 | 120,000 |
Accrued expenses | ||
Total Current Liabilities | 16,859 | 120,000 |
Total liabilities | 16,859 | 120,000 |
Stockholders' Equity | ||
Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 46,203,716 shares issued and outstanding on September 30, 2019 and 41,153,156 shares issued and outstanding on December 31, 2018 | 3,532,757 | 2,270,117 |
Additional Paid-in Capital | 1,142,640 | |
Retained Earnings | (3,553,531) | (3,536,757) |
Total Stockholders' Equity | (16,774) | (120,000) |
Total Liabilities & Equity | 84 | |
Preferred Stock Series A [Member] | ||
Stockholders' Equity | ||
Preferred stock, value | $ 4,000 | $ 4,000 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Stockholders' Equity | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 46,203,716 | 41,153,156 |
Common stock, shares outstanding | 46,203,716 | 41,153,156 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Statement of Operations - Unaud
Statement of Operations - Unaudited - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Operations - Unaudited | ||||
Net Revenues | ||||
Operating expenses: | ||||
Selling, general and administrative | 15,000 | 4,865 | 45,000 | |
Legal and Professional | 11,909 | 11,909 | ||
Total operating expenses | 11,909 | 15,000 | 16,774 | 45,000 |
Operating loss | (11,909) | (15,000) | (16,774) | (45,000) |
Net Gain (loss) | (11,909) | (15,000) | (16,774) | (45,000) |
Net gain (loss) attributable to common stock | $ (11,909) | $ (15,000) | $ (16,774) | $ (45,000) |
Earnings per share: | ||||
Basic and diluted | $ (0.0003) | $ (0.0004) | $ (0.0004) | $ (0.0011) |
Basic and diluted weighted average common shares outstanding | 46,203,716 | 41,153,156 | 46,203,716 | 41,153,156 |
Statement of Cash Flows - Unaud
Statement of Cash Flows - Unaudited - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Gain (loss) | $ (11,909) | $ (15,000) | $ (16,774) | $ (45,000) |
Adjustments to reconcile Net Income to Net Cash provided by operations: | ||||
Accounts Payable | 11,909 | 15,000 | 15,171 | 45,000 |
Accrued Expenses | (118,313) | |||
Total Adjustments to reconcile Net Income to Net Cash provided by operations | 11,909 | 15,000 | (103,142) | 45,000 |
Net cash provided by operating activities | 0 | 0 | (119,916) | 0 |
CASH FLOW from Investing Activities | ||||
NET CASH used by Investing Activities | 0 | 0 | 0 | 0 |
CASH FLOWS from Financing Activities | ||||
Additional Paid-in Capital | 120,000 | |||
Common stock | ||||
NET CASH used by Financing Activities | 0 | 0 | 120,000 | 0 |
NET CASH INCREASE (DECREASE) For PERIOD | 0 | 0 | 0 | 0 |
Cash, Beginning | 84 | 0 | 84 | 0 |
Cash, Ending | 84 | 0 | 84 | 0 |
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Cash paid during the period for: Interest | 0 | 0 | 0 | 0 |
Cash paid during the period for: Income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Statement of Changes in Equity
Statement of Changes in Equity - USD ($) | Total | Series A Preferred Stock [Member] | Common Stock Shares | Surplus Deficit |
Balance, Shares at Dec. 31, 2016 | 1,000 | 41,153,156 | ||
Balance, Amount at Dec. 31, 2016 | $ (1,142,640) | $ 4,000 | $ 2,270,117 | $ (3,416,757) |
Net Income (Loss) | (60,000) | (60,000) | ||
Balance, Shares at Dec. 31, 2017 | 1,000 | 41,153,156 | ||
Balance, Amount at Dec. 31, 2017 | (1,202,640) | $ 4,000 | $ 2,270,117 | (3,476,757) |
Net Income (Loss) | (60,000) | (60,000) | ||
Balance, Shares at Dec. 31, 2018 | 1,000 | 41,153,156 | ||
Balance, Amount at Dec. 31, 2018 | (1,266,640) | $ 4,000 | $ 2,270,117 | (3,536,757) |
Net Income (Loss) | (16,774) | (16,774) | ||
Common Stock Issued, Shares | 5,050,560 | |||
Common Stock Issued, Amount | 1,262,640 | $ 1,262,640 | ||
Balance, Shares at Sep. 30, 2019 | 1,000 | 46,203,716 | ||
Balance, Amount at Sep. 30, 2019 | $ (16,774) | $ 4,000 | $ 3,532,757 | $ (3,553,531) |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2019 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | Carnegie Development Inc., The Company Website is http://carnegiedevelopment.com/ This Company incorporation history is: · Escue Energy Inc until July 1, 2019 · Reincorporation from Delaware to Nevada in 2015 · eDoorways Corporation, Inc. until 2015 · M Power Entertainment, Inc. until 2007 · GK Intelligent Systems, Inc. until 2005 · Technicraft Financial, Ltd. until 1994 · Incorporated in Delaware in February 1988 |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2019 | |
GOING CONCERN | |
NOTE 2 - GOING CONCERN | The Company has an accumulated deficit of $ 3,553,531 The Company is currently in the process of acquiring three special purpose entities in Texas and is also seeking debt or equity financing to fund its development plan although no financing arrangements are currently in place and the Company can provide no assurance that financing will be available on acceptable terms. However, the management believes that the actions for (a) obtaining the additional funds and (b) implementing its strategic plans, provide the opportunity for the Company to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Note 3 - SIGNIFICANT ACCOUNTING POLICIES | This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements. Basis of Presentation This Company uses the enterprise reporting under the provisions of Statement of Financial Accounting Standards (“SFAS”) no. 7. The accompanying financial statements are prepared in accordance with Generally accepted accounting principles (“US GAAP”) in the United States of America. Use of Estimates The preparation of financial statements requires the 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 reporting amounts of revenues and expenses for the reported period. Actual results will differ from those estimates. Included in these estimates are legal risks and exposures, valuation of stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns. Reclassification Certain amounts in the financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents. Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. The Company’s cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. As on the reporting date, there were no cash balances in excess of federally insured limits. Product Concentration Effective July 2019, the Company plans to invest and participate in real estate projects Fair Value of Financial Instruments The Company accounts, for the assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entities own assumptions. The Company did not have any Level 2 or Level 3 assets or liabilities on the reporting date. Additional Disclosures Regarding Fair Value Measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, interest payable, advances payable, and notes and convertible promissory notes payable approximate their fair value due to the short maturity of these items. Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606 — Revenue from Contracts with Customers. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. Since inception and until now, this company has not earned any revenue. Advertising The Company expenses advertising costs as incurred. The Company did not spend any money for the advertising, during the reporting period. Share-Based Payment The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. Basic and Diluted Earnings per Share Basic earnings per share are calculated by dividing the income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). Earnings per share calculations are provided as part of the income statement. Property and Equipment Property and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful life of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. Depreciation expense is $0 for the reporting period. Impairment of Long-Lived Assets and Amortizable Intangible Assets The Company follows ASC 360-10, ”Property, Plant, and Equipment,” ”primary asset” Intangible Assets - Goodwill The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the reporting period. Acquisitions The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred. Fair Value Measurements For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities. The Company follows ASC 820-10, ”Fair Value Measurements and Disclosures.” Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815. ASC 825-10 ”Financial Instruments.” Borrowings Borrowings are recognized initially at cost, which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings. Provisions Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements. Legal Matters In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject. Special Purpose Entities The Company does not have any off-balance sheet financing activities, as on the reporting date three special purpose entities as wholly owned subsidiaries are likely additions as per the MOU dated 30 th Net Income per Share The Company computes net income (loss) per share in accordance with ASC 260-10, ”Earnings per Share.” ”as if converted” |
COMMON STOCK AND PREFERRED STOC
COMMON STOCK AND PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2019 | |
COMMON STOCK AND PREFERRED STOCK | |
NOTE 4 - COMMON STOCK AND PREFERRED STOCK | Common Stock There is currently only one class of common stock. Each share common stock is entitled to one vote. The authorized number of shares of common stock of the Company is 250,000,000 shares with par value per share of $0.00001. Issued and outstanding shares of Common Stock are 46,203,716. Preferred Stock Series A [1] Designation [2] Liquidation Preference [3] Dividends [4] Number [5] Conversion [7] Voting Rights |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | a) Officer’s compensation is a related party transaction for the reporting period: Q3 2019 Q2 2019 Q1 2019 Q4 2018 Compensation. $ 0 $ 0 $ 0 $ 15,000 b) In July 2019, the Company signed a contract with JMJ development Inc. for all the administrative support. The owner of JMJ Development Inc. is a major shareholder in the Company. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES | |
NOTE 6 - INCOME TAXES | Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows: The components of the deferred tax assets and liabilities are as follows: September 30, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryovers $ 3,553,531 $ 3,536,757 Stock-based compensation - - Other temporary differences - - Total deferred tax assets $ 3,553,531 $ 3,536,757 Valuation allowance $ (3,553,531 ) $ (3,536,757 ) Net deferred tax asset $ - $ - As on the reporting date, the Company had net operating loss carryovers of approximately $3.55 million that may be applied against future taxable income and expires at various dates between 2026 and 2031, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized. |
RECLASSIFICATIONS
RECLASSIFICATIONS | 9 Months Ended |
Sep. 30, 2019 | |
RECLASSIFICATIONS | |
NOTE 7 - RECLASSIFICATIONS | Prior year balances are reclassified to conform to the current year presentation. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
CONTINGENCIES | |
NOTE 8 - CONTINGENCIES | The management reviewed with the legal team and concludes that there are no disputes remaining unresolved and hence there are no contingent liabilities as on the reporting date. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
NOTES PAYABLE | |
NOTE 9 - NOTES PAYABLE | No notes payable is outstanding as on the reporting date. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | This Company uses the enterprise reporting under the provisions of Statement of Financial Accounting Standards (“SFAS”) no. 7. The accompanying financial statements are prepared in accordance with Generally accepted accounting principles (“US GAAP”) in the United States of America. |
Use of Estimates | The preparation of financial statements requires the 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 reporting amounts of revenues and expenses for the reported period. Actual results will differ from those estimates. Included in these estimates are legal risks and exposures, valuation of stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns. |
Reclassification | Certain amounts in the financial statements of the prior year have been reclassified to conform to the presentation of the current year for comparative purposes. |
Cash and Cash Equivalents | The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents. |
Concentration of Credit Risks | The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. The Company’s cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. As on the reporting date, there were no cash balances in excess of federally insured limits. |
Product Concentration | Effective July 2019, the Company plans to invest and participate in real estate projects |
Fair Value of Financial Instruments | The Company accounts, for the assets and liabilities measured at fair value on a recurring basis, in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entities own assumptions. The Company did not have any Level 2 or Level 3 assets or liabilities on the reporting date. |
Additional Disclosures Regarding Fair Value Measurements | The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, interest payable, advances payable, and notes and convertible promissory notes payable approximate their fair value due to the short maturity of these items. |
Revenue Recognition | The Company recognizes revenue on arrangements in accordance with ASC 606 — Revenue from Contracts with Customers. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. Since inception and until now, this company has not earned any revenue. |
Advertising | The Company expenses advertising costs as incurred. The Company did not spend any money for the advertising, during the reporting period. |
Share-Based Payment | The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period. |
Basic and Diluted Earnings per Share | Basic earnings per share are calculated by dividing the income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). Earnings per share calculations are provided as part of the income statement. |
Property and Equipment | Property and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful life of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. Depreciation expense is $0 for the reporting period. |
Impairment of Long-Lived Assets and Amortizable Intangible Assets | The Company follows ASC 360-10, ”Property, Plant, and Equipment,” ”primary asset” |
Intangible Assets - Goodwill | The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the reporting period. |
Acquisitions | The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred. |
Fair Value Measurements | For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities. The Company follows ASC 820-10, ”Fair Value Measurements and Disclosures.” Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815. ASC 825-10 ”Financial Instruments.” |
Borrowings | Borrowings are recognized initially at cost, which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings. |
Provisions | Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements. |
Legal Matters | In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject. |
Special Purpose Entities | The Company does not have any off-balance sheet financing activities, as on the reporting date three special purpose entities as wholly owned subsidiaries are likely additions as per the MOU dated 30 th |
Net Income per Share | The Company computes net income (loss) per share in accordance with ASC 260-10, ”Earnings per Share.” ”as if converted” |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
RELATED PARTY TRANSACTIONS | |
Schedule of related party transaction | Q3 2019 Q2 2019 Q1 2019 Q4 2018 Compensation. $ 0 $ 0 $ 0 $ 15,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
INCOME TAXES | |
Schedule of deferred tax assets and liabilities | September 30, 2019 December 31, 2018 Deferred tax assets: Net operating loss carryovers $ 3,553,531 $ 3,536,757 Stock-based compensation - - Other temporary differences - - Total deferred tax assets $ 3,553,531 $ 3,536,757 Valuation allowance $ ( 3,553,531 ) $ (3,536,757 ) Net deferred tax asset $ - $ - |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
GOING CONCERN | ||
Accumulated deficit | $ (3,553,531) | $ (3,536,757) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
SIGNIFICANT ACCOUNTING POLICIES | |
FDIC, amount | $ 250,000 |
Property and Equipment, estimated useful lives | 3 years |
Depreciation expense | $ 0 |
COMMON STOCK AND PREFERRED ST_2
COMMON STOCK AND PREFERRED STOCK (Details Narrative) | 9 Months Ended | |
Sep. 30, 2019integer$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Commom stock voting rights, description | The Series A Preferred Stock, collectively, are entitled to that number of votes which shall equal Seventy-five percent (75%) of all eligible votes. | |
Number of shareholder | integer | 1 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares par value | $ / shares | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 46,203,716 | 41,153,156 |
Common stock, shares outstanding | 46,203,716 | 41,153,156 |
Preferred Stock Series A [Member] | ||
Preferred stock, shares authorized | 1,000 | |
Preferred stock, shares par value | $ / shares | $ 0.001 | |
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Officer [Member] | ||||
Compensation | $ 0 | $ 0 | $ 0 | $ 15,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryovers | $ 3,553,531 | $ 3,536,757 |
Stock-based compensation | ||
Other temporary differences | ||
Total deferred tax assets | 3,553,531 | 3,536,757 |
Valuation allowance | (3,553,531) | (3,536,757) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
INCOME TAXES | |
Net operating loss carryforward | $ 3,550,000 |
Expiration year | between 2026 and 2031 |