Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 23, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | CHASE PACKAGING CORP | ||
Entity Central Index Key | 0001025771 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Common Stock Shares Outstanding | 60,982,172 | ||
Entity Public Float | $ 3,766,624 | ||
EntityFileNumber | 0-21609 | ||
EntityAddressAddressLine1 | PO Box 126 | ||
EntityAddressPostalZipCode | 07760 | ||
EntityTaxIdentificationNumber | 931216127 | ||
EntityAddressCityOrTown | Rumson | ||
LocalPhoneNumber | 7411500 | ||
CityAreaCode | 732 | ||
EntityAddressStateOrProvince | NEW JERSEY |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 679,147 | $ 755,871 |
TOTAL ASSETS | 679,147 | 755,871 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 9,919 | 3,269 |
TOTAL CURRENT LIABILITIES | 9,919 | 3,269 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $1.00 par value; 4,000,000 authorized: Series A 10% Convertible preferred stock; 50,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.00001 par value 200,000,000 shares authorized; 61,479,759 shares issued and 60,982,172 outstanding as of December 31, 2019; and 59,079,759 shares issued and 58,582,172 outstanding as of December 31, 2018 | 615 | 591 |
Treasury stock, $0.00001 par value 497,587 shares as of December 31, 2019 and $0.10 par value as of December 31, 2018 | (49,759) | (49,759) |
Additional paid-in capital | 6,953,031 | 6,293,761 |
Accumulated deficit | (6,234,659) | (5,491,991) |
TOTAL STOCKHOLDERS' EQUITY | 669,228 | 752,602 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 679,147 | $ 755,871 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 61,479,759 | 59,079,759 |
Common stock, shares outstanding | 60,982,172 | 58,582,172 |
Treasury stock, shares par value | $ 0.00001 | $ 0.10 |
Trasury Stock, shares issued | 497,587 | 497,587 |
10% Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
STATEMENTS OF OPERATIONS | ||
NET SALES | ||
OPERRATING EXPENSES: | ||
General and administrative expense | 184,155 | 53,867 |
LOSS FROM OPERATIONS | (184,155) | (53,867) |
OTHER INCOME (EXPENSE) | ||
Warrants modification expense | (567,194) | |
Interest and other income | 8,681 | 10,276 |
TOTAL OTHER INCOME (EXPENSE) | (558,513) | (10,276) |
LOSS BEFORE INCOME TAXES | (742,668) | (43,591) |
Provision for income taxes | ||
NET LOSS | (742,668) | (43,591) |
Preferred stock dividend | (261,504) | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (742,668) | $ (305,095) |
LOSS PER COMMON SHARE - BASIC AND DILUTED | $ (0.01) | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 60,982,172 | 15,654,275 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
Balance, shares at Dec. 31, 2017 | 36,562 | 16,033,862 | (497,587) | |||
Balance, amount at Dec. 31, 2017 | $ 796,193 | $ 2,067,776 | $ 160 | $ 4,226,416 | $ (5,448,400) | $ (49,759) |
Conversion of preferred stock to 43,045,897 restricted Common stock, amount | (2,067,803) | 405 | 2,067,398 | |||
Preferred stock dividend paid by Common stock, amount | $ 27 | $ 26 | (53) | |||
Conversion of preferred stock to 43,045,897 restricted Common stock, shares | (36,589) | 36,589,015 | ||||
Preferred stock dividend paid by Common stock, shares | 27 | 6,456,882 | ||||
Net Income (Loss) | $ (43,591) | $ (43,591) | ||||
Balance, shares at Dec. 31, 2018 | 59,079,759 | (497,587) | ||||
Balance, amount at Dec. 31, 2018 | $ 752,602 | $ 591 | $ 6,293,761 | $ (5,491,991) | $ (49,759) | |
Net Income (Loss) | (742,668) | $ (742,668) | ||||
Stock based compensation expense, shares | 2,400,000 | |||||
Stock based compensation expense, amount | 92,100 | $ 24 | 92,076 | |||
Modification of warrants, expiration of 6,909,000 warrants extended to September 6, 2021, amount | $ 567,194 | $ 567,194 | ||||
Balance, shares at Dec. 31, 2019 | 61,479,759 | (497,587) | ||||
Balance, amount at Dec. 31, 2019 | $ 669,228 | $ 615 | $ 6,953,031 | $ (6,234,659) | $ (49,759) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (742,668) | $ (43,591) |
Adjustment to reconcile to net loss to net cash used in operating activities: | ||
Warrants modification expense | 567,194 | |
Stock based compensation | 92,100 | |
Change in assets and liabilities: | ||
Accounts payable and accrued expenses | 6,650 | (6,281) |
Net cash used in operating activities | (76,724) | (49,872) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (76,724) | (49,872) |
Cash and cash equivalents, at beginning of year | 755,871 | 805,743 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 679,147 | $ 755,871 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Preferred stock issued as stock dividend | $ 261,504 | |
Conversion of preferred stock to common stock | $ 4,043,087 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2019 | |
BASIS OF PRESENTATION | |
NOTE 1 - BASIS OF PRESENTATION | Chase Packaging Corporation (“the Company”), a Delaware Corporation, previously manufactured woven paper mesh for industrial applications, polypropylene mesh fabric bags for agricultural use, and distributed agricultural packaging manufactured by other companies. Management’s plans for the Company include securing a merger or acquisition, raising additional capital, and other strategies designed to optimize shareholder value. However, no assurance can be given that management will be successful in its efforts. The failure to achieve these plans will have a material adverse effect on the Company’s financial position, results of operations, and ability to continue as a going concern. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2019 | |
NEW ACCOUNTING PRONOUNCEMENTS | |
Note 2 - NEW ACCOUNTING PRONOUNCEMENTS | Recently Adopted Accounting Pronouncements Leases Leases (Topic 842). Compensation Stock Compensation Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Recent Accounting Pronouncements – To Be Adopted Intangibles, Goodwill and Other ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement — The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
BASIS OF PRESENTATION | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments that are readily convertible into cash with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash and cash equivalents balances with high credit quality financial institutions. As of December 31, 2019 and 2018, the Company had cash in insured accounts in the amount of $179,147 and $46,713, respectively, and cash equivalents (Treasury and government securities) held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $500,000 and $709,158 respectively. Income Taxes The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured assuming enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized. The Company adopted FASB Interpretation of “Accounting for Uncertainty in Income Taxes.” There was no impact on the Company’s financial position, results of operations, or cash flows as a result of implementing this guidance. At December 31, 2019 and December 31, 2018, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company currently has no federal or state tax examinations in progress. Accounting for Stock Based Compensation The stock-based compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market value of the options is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. “tax regulations.” Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The Company followed the accounting guidance in ASC 505-50-30-11, until January 1, 2019 which provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: i. The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and ii. The date at which the counterparty’s performance is complete. Upon the adoption of ASU 2018-07, the Company measured the fair value of equity instruments for nonemployee based payment awards on the grant date. |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2019 | |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | |
NOTE 4 - BASIC AND DILUTED NET LOSS PER COMMON SHARE | Basic loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding. Diluted loss per share is computed by dividing the net loss by the sum of the weighted-average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the exercise of common stock equivalents. We have excluded 6,909,000 common stock equivalents (warrants and stock options) from the calculation of diluted loss per share for the years ended December 31, 2019 and 2018, which, if included, would have an antidilutive effect. |
WARRANTS AND PREFERRED STOCKS
WARRANTS AND PREFERRED STOCKS | 12 Months Ended |
Dec. 31, 2019 | |
WARRANTS AND PREFERRED STOCKS | |
NOTE 5 - WARRANTS AND PREFERRED STOCKS: | Warrants 2019 Extension of Warrant Terms On July 9, 2019, 6,909,000 common share purchase warrants issued by the Company were modified to extend their maturity date to September 7, 2021. The exercise price and all other terms of the original warrant agreement remain the same. The warrants modification expense of $567,194 was computed as the incremental value of the modified warrants over the unmodified warrants on the modification date using a per share price of $0.15 per share, which was the contemporaneous private placement offering price. Assumptions used in the Black Scholes option-pricing model for these warrants were as follows: Average risk-free interest rate 1.58 % Average expected life-years 2 Expected volatility 172.88 % Expected dividends 0 % Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2018 6,909,000 $ 0.15 0.68 Granted - - - Extended 6,909,000 0.15 2 Exercised - - - Forfeited/expired (6,909,000 ) 0.15 - Outstanding at December 31, 2019 6,909,000 $ 0.15 1.69 Exercisable at December 31, 2019 6,909,000 $ 0.15 1.69 As of December 31, 2019 and 2018, the average remaining contractual life of the outstanding warrants was 1.68 years and 0.68 year, respectively. The warrants will expire on September 7, 2021. Series A 10% Convertible Preferred Stock On December 31, 2018, all 36,562 Series A 10% Convertible Preferred Stocks were converted to 43,045,897 restricted Common stock, including 6,456,882 restricted Common stock paid for preferred shares dividend of $261,504. As of December 31, 2019, there was no preferred stock outstanding. |
DIVIDENDS
DIVIDENDS | 12 Months Ended |
Dec. 31, 2019 | |
DIVIDENDS | |
NOTE 6 - DIVIDENDS | On December 31, 2018, all 36,562 Series A 10% Convertible Preferred Stocks were converted to 43,045,897 restricted Common stock, including 6,456,882 restricted Common stock paid for preferred shares dividend of $261,504. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY: | |
NOTE 7 - STOCKHOLDERS' EQUITY | The Company’s 2008 Stock Awards Plan was approved April 9, 2008 by the Board of Directors and ratified at the Company’s annual meeting of stockholders held on June 3, 2008. The 2008 Plan became effective June 24, 2008 and terminated on June 24, 2018. Subject to certain adjustments, the number of shares of Common Stock that could be issued pursuant to awards under the 2008 Plan was 2,000,000 shares. A maximum of 80,000 shares may be granted in any one year in any form to any one participant, of which a maximum of (i) 50,000 shares may be granted to a participant in the form of stock options and (ii) 30,000 shares may be granted to a participant in the form of Common Stock or restricted stock. The 2008 Plan was administered by a committee of the Board of Directors. Employees, including any employee who is also a director or an officer, consultants, and outside directors of the Company are eligible to participate in the 2008 Plan. The 2008 Stock Awards Plan expired June 24, 2018; the Board of directors has not adopted a new stock awards plan. On March 12, 2019, the Board of Directors authorized the issuance of 300,000 shares each to 6 directors and to the CFO/Asst. Sect, valued at approximately $9,300 each based on the closing bid price as quoted on the OTC on March 12, 2019 at $0.031 per share, and on June 18, 2019 the Board of Directors authorized the issuance of 300,000 shares, to be issued June 28, 2019 to Matthew W. Long, a newly appointed board member. The shares issued to Mr. Long were valued at approximately $27,000 based on the closing bid price as quoted on the OTC on June 18, 2019 of $0.09 per share. The 2,400,000 restricted shares, were held in escrow, and are for merger/acquisition services to be performed in 2019. The shares were released from escrow upon shareholder approval at the December 6, 2019 Annual Meeting of the change of state of incorporation to Delaware and the subsequent amendment to the Certificate of Incorporation reducing the par value of Common stock from $0.10 to $0.00001. The par value of the Company’s common stock has been adjusted retroactively in this filing. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTIES | |
NOTE 8 - RELATED PARTIES | In 2019 the members of the Board of Directors and the CFO received common stock in lieu of cash for services rendered in 2019. See Note 7 above. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
NOTE 9 - FAIR VALUE MEASUREMENTS | ASC 820, “Fair Value Measurements and Disclosure,” (“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, not adjusted for transaction costs. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are described below: Level 1 Inputs — Unadjusted quoted prices in active markets for identical assets or liabilities that is accessible by the Company; Level 2 Inputs — Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; Level 3 Inputs — Unobservable inputs for the asset or liability including significant assumptions of the Company and other market participants. There were no transfers in or out of any level during the years ended December 31, 2019 or 2018. Except for those assets and liabilities which are required by authoritative accounting guidance to be recorded at fair value in the Company’s balance sheets, the Company has elected not to record any other assets or liabilities at fair value, as permitted by ASC 820. No events occurred during the years ended December 31, 2019 or 2018 which would require adjustment to the recognized balances of assets or liabilities which are recorded at fair value on a nonrecurring basis. The Company determines fair values for its investment assets as follows: Cash equivalents at fair value — the Company’s cash equivalents, at fair value, consist of money market funds — marked to market. The Company’s money market funds are classified within Level 1 of the fair value hierarchy since they are valued using quoted market prices from an exchange. The following tables provide information on those assets measured at fair value on a recurring basis as of December 31, 2019 and December 31, 2018, respectively: Carrying Amount In Balance Sheet December 31, Fair Value December 31, Fair Value Measurement Using 2019 2019 Level 1 Level 2 Level 3 Assets: Treasury and government securities $ 500,000 $ 500,000 $ 500,000 $ — $ — Money Market Funds 179,147 179,147 179,147 — — Total Assets $ 679,147 $ 679,147 $ 679,147 $ — $ — Carrying Amount In Balance Sheet December 31, Fair Value December 31, Fair Value Measurement Using 2018 2018 Level 1 Level 2 Level 3 Assets: Treasury Bills $ 709,158 $ 709,158 $ 709,158 $ — $ — Money Market Funds 46,713 46,713 46,713 — — Total Assets $ 755,871 $ 755,871 $ 755,871 $ — $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 10 - COMMITMENTS AND CONTINGENCIES | The Company’s Board of Directors has agreed to pay the Company’s Chief Financial Officer an annual salary of $17,000. No other officers or directors of the Company receive compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 11 - SUBSEQUENT EVENTS | The Company has evaluated subsequent events from December 31, 2019 through the issuance date of these financial statements, and there are no events requiring disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
BASIS OF PRESENTATION | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid investments that are readily convertible into cash with a remaining maturity of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash and cash equivalents balances with high credit quality financial institutions. As of December 31, 2019 and 2018, the Company had cash in insured accounts in the amount of $179,147 and $46,713, respectively, and cash equivalents (Treasury and government securities) held in financial institutions that were uninsured by Federal Deposit Insurance Corporation in the amount of approximately $500,000 and $709,158 respectively. |
Income Taxes | The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured assuming enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized. The Company adopted FASB Interpretation of “Accounting for Uncertainty in Income Taxes.” There was no impact on the Company’s financial position, results of operations, or cash flows as a result of implementing this guidance. At December 31, 2019 and December 31, 2018, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company currently has no federal or state tax examinations in progress. |
Accounting for Stock Based Compensation | The stock-based compensation expense incurred by the Company for employees and directors is based on the employee model of ASC 718, and the fair market value of the options is measured at the grant date. Under ASC 718 employee is defined as “An individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. “tax regulations.” Our consultants do not meet the employer-employee relationship as defined by the IRS and therefore are accounted for under ASC 505-50. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The Company followed the accounting guidance in ASC 505-50-30-11, until January 1, 2019 which provides that an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: i. The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and ii. The date at which the counterparty’s performance is complete. Upon the adoption of ASU 2018-07, the Company measured the fair value of equity instruments for nonemployee based payment awards on the grant date. |
WARRANTS AND PREFERRED STOCKS (
WARRANTS AND PREFERRED STOCKS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
WARRANTS AND PREFERRED STOCKS (Tables) | |
Assumptions used in Black Scholes option-pricing model | Average risk-free interest rate 1.58 % Average expected life-years 2 Expected volatility 172.88 % Expected dividends 0 % |
Schedule of Share-based Compensation, Warrant Options | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2018 6,909,000 $ 0.15 0.68 Granted - - - Extended 6,909,000 0.15 2 Exercised - - - Forfeited/expired (6,909,000 ) 0.15 - Outstanding at December 31, 2019 6,909,000 $ 0.15 1.69 Exercisable at December 31, 2019 6,909,000 $ 0.15 1.69 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
Assets and liabilities measured at fair value on a recurring basis | Carrying Amount In Balance Sheet December 31, Fair Value December 31, Fair Value Measurement Using 2019 2019 Level 1 Level 2 Level 3 Assets: Treasury and government securities $ 500,000 $ 500,000 $ 500,000 $ — $ — Money Market Funds 179,147 179,147 179,147 — — Total Assets $ 679,147 $ 679,147 $ 679,147 $ — $ — Carrying Amount In Balance Sheet December 31, Fair Value December 31, Fair Value Measurement Using 2018 2018 Level 1 Level 2 Level 3 Assets: Treasury Bills $ 709,158 $ 709,158 $ 709,158 $ — $ — Money Market Funds 46,713 46,713 46,713 — — Total Assets $ 755,871 $ 755,871 $ 755,871 $ — $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
BASIS OF PRESENTATION | ||
Cash, FDIC insured | $ 179,147 | $ 46,713 |
Cash, FDIC uninsured | $ 500,000 | $ 709,158 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | ||
Common stock equivalents (preferred stock and warrants) | 6,909,000 | 6,909,000 |
WARRANTS AND PREFERRED STOCKS_2
WARRANTS AND PREFERRED STOCKS (Details) | 12 Months Ended |
Dec. 31, 2019 | |
WARRANTS AND PREFERRED STOCKS | |
Average risk-free interest rate | 1.58% |
Average expected life- years | 2 years |
Expected volatility | 172.88% |
Expected dividends | 0.00% |
WARRANTS AND PREFERRED STOCKS_3
WARRANTS AND PREFERRED STOCKS (Details 1) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Warrants | |
Number of warrants/options outstanding, beginning | shares | 6,909,000 |
Granted | shares | |
Extended | shares | 6,909,000 |
Exercised | shares | |
Forfeited/expired | shares | (6,909,000) |
Number of warrants/options outstanding, Ending | shares | 6,909,000 |
Exercisable | shares | 6,909,000 |
Weighted Average Exercise Price | |
Weighted average exercise price outstanding, beginning | $ / shares | $ 0.15 |
Granted | $ / shares | |
Extended | $ / shares | 0.15 |
Exercised | $ / shares | |
Forfeited/expired | $ / shares | 0.15 |
Weighted average exercise price outstanding, Ending | $ / shares | 0.15 |
Weighted average exercise price outstanding, Exercisable | $ / shares | $ 0.15 |
Weighted Average Remaining Contractual Life (Years) | |
Weighted average remaining contractual life outstanding, beginning | 8 months 5 days |
Granted | |
Extended | 2 years |
Exercised | |
Forfeited/expired | |
Weighted average remaining contractual life outstanding, Ending | 1 year 8 months 9 days |
Weighted average remaining contractual life outstanding, Exercisable | 1 year 8 months 9 days |
WARRANTS AND PREFERRED STOCKS_4
WARRANTS AND PREFERRED STOCKS (Details Narrative) - USD ($) | Jul. 09, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Expiry date | Sep. 7, 2021 | ||
Average remaining contractual life | 1 year 8 months 5 days | 8 months 5 days | |
Weighted average remaining contractual life outstanding, beginning | 8 months 5 days | ||
Warrants modification expense | $ (567,194) | ||
Number of warrants/options outstanding, beginning | 6,909,000 | 6,909,000 | |
Warrant (Member) | 2017 Extension of Warrant Terms [Member] | |||
Expiry date | Sep. 7, 2021 | ||
Warrants modification expense | $ 567,194 | ||
Number of warrants/options outstanding, beginning | 6,909,000 | ||
Per share price | $ 0.15 | ||
Series A 10% Convertible Preferred Stock [Member] | |||
Preferred Stock conversion description | Series A 10% Convertible Preferred Stocks were converted to 43,045,897 restricted Common stock, including 6,456,882 restricted Common stock paid for preferred shares dividend of $261,504. |
DIVIDENDS (Details Narrative)
DIVIDENDS (Details Narrative) - Series A Convertible Preferred stock [Member] | Dec. 31, 2018USD ($)shares |
Convertible preferred stock, shares converted | 36,562 |
Restricted Stock [Member] | |
Conversion of convertible preferred stock, shares issued | 43,045,897 |
Dividend [Member] | |
Conversion of convertible preferred stock, shares issued | 6,456,882 |
Convertible preferred stock, dividend converted | $ | $ 261,504 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 9 Months Ended | |||||
Sep. 30, 2019 | Dec. 31, 2019shares | Jun. 18, 2019USD ($)$ / sharesshares | Mar. 12, 2019USD ($)integer$ / sharesshares | Dec. 31, 2018shares | Jun. 24, 2008shares | |
Reduction in par value description | The shares were released from escrow upon shareholder approval at the December 6, 2019 Annual Meeting of the change of state of incorporation to Delaware and the subsequent amendment to the Certificate of Incorporation reducing the par value of Common stock from $0.10 to $0.00001. | |||||
Common stock shares held, shares | 2,400,000 | |||||
Common stock, shares issued | 61,479,759 | 59,079,759 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Directors And CFO [Member] | ||||||
Common stock, shares authorized | 300,000 | 300,000 | ||||
Number of directors | integer | 6 | |||||
Common stock, shares authorized, value | $ | $ 27,000 | $ 9,300 | ||||
Closing bid price | $ / shares | $ 0.09 | $ 0.031 | ||||
Stock options [Member] | ||||||
Maximum shares granted | 50,000 | |||||
2008 Stock Awards Plan [Member] | ||||||
Common stock, shares issued | 2,000,000 | |||||
Maximum shares granted | 80,000 | |||||
Restricted Stock [Member] | ||||||
Maximum shares granted | 30,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value [Member] | ||
Assets at fair value on recurring basis | $ 679,147 | $ 755,871 |
Fair Value [Member] | Money Market Funds [Member] | ||
Assets at fair value on recurring basis | 179,147 | 46,713 |
Fair Value [Member] | Treasury and government securities [Member] | ||
Assets at fair value on recurring basis | 500,000 | 709,158 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets at fair value on recurring basis | 679,147 | 755,871 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets at fair value on recurring basis | 179,147 | 46,713 |
Fair Value, Inputs, Level 1 [Member] | Treasury and government securities [Member] | ||
Assets at fair value on recurring basis | 500,000 | 709,158 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets at fair value on recurring basis | ||
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Assets at fair value on recurring basis | ||
Fair Value, Inputs, Level 2 [Member] | Treasury and government securities [Member] | ||
Assets at fair value on recurring basis | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets at fair value on recurring basis | ||
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Assets at fair value on recurring basis | ||
Fair Value, Inputs, Level 3 [Member] | Treasury and government securities [Member] | ||
Assets at fair value on recurring basis | ||
Carrying Value [Member] | ||
Assets at fair value on recurring basis | 679,147 | 755,871 |
Carrying Value [Member] | Money Market Funds [Member] | ||
Assets at fair value on recurring basis | 179,147 | 46,713 |
Carrying Value [Member] | Treasury and government securities [Member] | ||
Assets at fair value on recurring basis | $ 500,000 | $ 709,158 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Chief Financial Officer [Member] | |
Annual salary | $ 17,000 |