Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2018shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2018 |
Document Fiscal Year Focus | 2,018 |
Document Fiscal Period Focus | Q3 |
Entity Registrant Name | THEGLOBE COM INC |
Entity Central Index Key | 1,066,684 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Trading Symbol | TGLO |
Entity Common Stock, Shares Outstanding | 441,480,473 |
Entity Emerging Growth Company | false |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 936 | $ 440 |
Total current assets | 936 | 440 |
Current Liabilities | ||
Accrued expenses and other current liabilities | 83,500 | 26,000 |
Accounts payable | 60,977 | 0 |
Accrued interest due to related party | 4,066 | 0 |
Notes payable due to related party | 144,959 | 0 |
Total current liabilities | 293,502 | 26,000 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 441,480,473 issued and outstanding at September 30, 2018 and December 31, 2017 | 441,480 | 441,480 |
Additional paid-in capital | 296,594,042 | 296,594,042 |
Accumulated deficit | (297,328,088) | (297,061,082) |
Total stockholders' deficit | (292,566) | (25,560) |
Total liabilities and stockholders' deficit | $ 936 | $ 440 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Common stock,par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 441,480,473 | 441,480,473 |
Common Stock, Shares, Outstanding | 441,480,473 | 441,480,473 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses: | ||||
General and administrative | 68,896 | 32,995 | 202,939 | 74,040 |
Related party fees | 0 | 60,000 | 60,000 | 180,000 |
Total Operating Expenses | 68,896 | 92,995 | 262,939 | 254,040 |
Operating Loss from Continuing Operations | (68,896) | (92,995) | (262,939) | (254,040) |
Other Expense: | ||||
Related party interest expense | 2,430 | 16,384 | 4,066 | 47,425 |
Loss from Continuing Operations Before Income Tax | (71,326) | (109,379) | (267,005) | (301,465) |
Income Tax Provision | 0 | 0 | 0 | 0 |
Loss from Continuing Operations | (71,326) | (109,379) | (267,005) | (301,465) |
Discontinued Operations, net of tax: | 0 | 0 | 0 | (375) |
Net Loss | $ (71,326) | $ (109,379) | $ (267,005) | $ (301,840) |
Loss Per Share: Basic and Diluted: | ||||
Continuing Operations (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Discontinued Operations (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding (in shares) | 441,480,473 | 441,480,473 | 441,480,473 | 441,480,473 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (267,005) | $ (301,840) |
Add back: loss from discontinued operations | 0 | 375 |
Net loss from continued operations | (267,005) | (301,465) |
Changes in operating assets and liabilities | ||
Prepaid and other current assets | 0 | (666) |
Accounts payable to related parties | 0 | 180,000 |
Accounts payable | 60,977 | (100) |
Accrued expenses and other current liabilities | 57,500 | (5,500) |
Accrued interest due to related party | 4,066 | 47,424 |
Net cash flows used in operating activities of continued operations | (144,462) | (80,307) |
Net cash flows used in operating activities of discontinued operations | 0 | (375) |
Net cash flows used in operating activities | (144,462) | (80,682) |
Cash Flows from Financing Activities | ||
Borrowings on notes payable | 144,959 | 50,000 |
Net cash flows provided by financing activities | 144,959 | 50,000 |
Net Increase/(Decrease) in Cash | 496 | (30,682) |
Cash at beginning of period | 440 | 31,285 |
Cash at end of period | $ 936 | $ 603 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | (1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF THEGLOBE.COM theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC (“Tralliance Registry Management”), an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets. On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 shares of our Common Stock, par value $0.001 per share (“Common Stock”), representing approximately 70.9% of our Common Stock. On December 31, 2017 (the “Closing Date”), Mr. Egan, Edward A. Cespedes and Robin S. Lebowitz resigned from their respective positions as officers and directors of the Company. William “Rusty” Nichols was appointed the sole member of our Board and our sole executive officer. Effective June 29, 2018, our Board appointed Mr. Frederick Jones as President, Chief Executive Officer, Chief Financial Officer, and Director of the Company, and Mr. Nichols resigned from his positions of President, Chief Executive Officer, Chief Financial Officer, Director, and any other directorships, offices or other positions with the Company. As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs. As of September 30, 2018, as reflected in our accompanying Consolidated Balance Sheet, our current liabilities exceed our total assets. Additionally, we received a report from our independent registered public accountants, relating to our December 31, 2017 audited financial statements, containing an explanatory paragraph regarding our ability to continue as a going concern. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern for any significant length of time in the future. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited interim condensed consolidated financial statements of the Company at September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed consolidated financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 2018 and the results of its operations and its cash flows for the three and nine months ended September 30, 2018 and 2017. The results of operations and cash flows for such periods are not necessarily indicative of results expected for the full year or for any future period. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions relate primarily to valuations of accounts payable and accrued expenses. NET INCOME PER SHARE The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. Due to the anti-dilutive effect of potentially dilutive securities or common stock equivalents that could be issued, such securities were excluded from the diluted net loss per common share calculation for all periods presented. Such potentially dilutive securities and common stock equivalents consisted of the following for the periods ended September 30: 2018 2017 Options to purchase common stock — — RECENT ACCOUNTING PRONOUNCEMENTS Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Liquidity and Going Concern Disclosure [Abstract] | |
Liquidity and Going Concern Disclosure [Text Block] | (2) LIQUIDITY AND GOING CONCERN CONSIDERATIONS The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. However, for the reasons described below, Company management does not believe that cash on hand will be adequate to fund its limited overhead and other cash requirements beyond a short period of time. These reasons raise substantial doubt about the Company’s ability to continue as a going concern, for a period within a year after the date the financial statements are issued. Since 2008, the Company was able to continue operating as a going concern due principally to funding of $500,000 received during 2008 under a Revolving Loan Agreement with an entity controlled by Michael S. Egan, the former Chairman and Chief Executive Officer and total proceeds of approximately $2,437,000 received during 2009 through the second quarter of 2015 under an Earn-out Agreement with an entity also controlled by Mr. Egan (as more fully discussed below), as well as the forbearance of its creditors. More recently, the Company received fundings of $50,000 each in March 2016, November 2016 and March 2017 as well as $10,000 in November 2017 under Promissory Notes entered into with the same entity that provided funding under the Revolving Loan Agreement (the “Promissory Notes”). In connection with the Closing with Delfin Midstream LLC the Promissory Notes have been fully satisfied. On December 20, 2017, Michael S. Egan, our former Chief Executive Officer and majority stockholder, and certain of our other stockholders (each a “Seller” and collectively the “Sellers”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Delfin. Pursuant to the terms of the Purchase Agreement, Delfin agreed to purchase from the Sellers an aggregate of 312,825,952 shares of our Common Stock, representing approximately 70.9% of the issued and outstanding shares of our Common Stock. The closing of the purchase and sale transaction occurred on December 31, 2017 (the “Closing Date”). In connection with the transaction, we terminated the Master Services Agreement we had entered into with an entity controlled by Mr. Egan and satisfied all promissory notes and other borrowings under the credit line with respect to indebtedness owed to related parties. Delfin beneficially owns approximately 70.9% of our Common Stock and continues to own such amount as of the date of this filing. Since the Closing Date of the Purchase Agreement, Delfin has continued to fund the Company through loans to the Company. At September 30, 2018, the Company had a net working capital deficit of approximately $293,000. Such working capital deficit included accrued expenses of approximately $84,000, accounts payable of approximately $61,000 and approximately $149,000 in principal and accrued interest owed under the March 2018 Promissory Note with Delfin, the Company’s majority shareholder, which was amended and restated in May 2018 to $150,000 and then again on November 2, 2018 to increase the principal amount to up to $350,000 to pay certain accrued expenses, accounts payable over the last six months, and to allow the Company to have some working capital. MANAGEMENT’S PLANS Management anticipates continued funding from Delfin as it determines the direction of the Company. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | (3) DEBT In March 2018, the Company executed a Promissory Note with Delfin, which was amended and restated in May 2018 to $150,000 and then again on November 2, 2018 to increase the principal amount to up to $350,000 to pay certain accrued expenses, accounts payable over the last six months, and to allow the Company to have some working capital. Interest accrues on the unpaid principal balance at a rate of eight (8%) per annum, and is payable on the maturity date, calculated on a 365/366-day year, as applicable. The Promissory Note is due upon demand. It may be prepaid in whole or in party at any time prior to the maturity date. The Company expects continued funding from Delfin. |
STOCK OPTION PLANS
STOCK OPTION PLANS | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | (4) STOCK OPTION PLANS As of September 30, 2018, all of the Company’s stock option plans have been terminated and there are no shares available for grant under these plans. Remaining stock options outstanding and exercisable expired in August 2016. There were no stock option grants or exercises during each of the nine months ended September 30, 2018 and 2017. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | (5) RELATED PARTY TRANSACTIONS In connection with the closing of the Tralliance Purchase Transaction, the Company also entered into a Master Services Agreement (“Services Agreement”) with Dancing Bear Investments, Inc. (“Dancing Bear”), an entity which was controlled by Mr. Egan, our former Chairman and CEO. Under the terms of the Services Agreement, for a fee of $20,000 per month ($240,000 per annum), Dancing Bear provides personnel and services to the Company so as to enable it to continue its existence as a public company without the necessity of any full-time employees of its own. The Services Agreement had an initial term of one year. In connection with the Delfin transaction, the Services Agreement has been terminated. Services under the Services Agreement include, without limitation, accounting, assistance with financial reporting, accounts payable, treasury/financial planning, record retention and secretarial and investor relations functions. Related party fees related to the Master Services Agreement of $60,000 and $180,000 was recognized in our Consolidated Statement of Operations during the three months and nine months ended September 30, 2017. Any balances owed under the Services agreement were satisfied with the Delfin transaction. September 30, 2018. In March 2018, the Company executed a Promissory Note with Delfin, which was amended and restated in May 2018 to $150,000 and then again on November 2, 2018 to increase the principal amount to up to $350,000 to pay certain accrued expenses, accounts payable over the last six months, and to allow the Company to have some working capital. The Company expects continued funding from Delfin. Related party interest expense associated with such debt totaling $4,066 and $47,425 has been recognized in our Condensed Consolidated Statement of Operations for the nine months ended September 30, 2018 and 2017, respectively. See Note 3, “Debt,” for a more complete discussion of related party debt. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | (6) SUBSEQUENT EVENTS The Company’s management evaluated subsequent events through the time of the filing of this report on Form 10-Q. The Company’s management is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its consolidated financial statements. |
REVISION OF FINANCIAL STATEMENT
REVISION OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2018 | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | (7) REVISION OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 2018 During the course of preparing the quarterly report on Form 10-Q for the quarter ended September 30, 2018, the Company identified an error related to certain expenses not being recorded in the second quarter of 2018 in connection with the failure to accrue a payment totaling $60,000 to a former officer, which resulted in the understatement of its net loss for the three and six months ended June 30, 2018. The reason for the error was related to certain information not being provided to the Company's accounting staff as a result of the Company's transition of certain financial and accounting duties to a new Chief Executive Officer and a new Chief Financial Officer in the second quarter of 2018. The following tables reconcile the prior period as reported to the as revised balances: June 30, 2018 As Reported Adjustment As Revised Condensed Consolidated Balance Sheet: Total Current Assets $ 1,706 $ - $ 1,706 Total Assets $ 1,706 $ - $ 1,706 Total Current Liabilities $ 162,946 $ 60,000 $ 222,946 Total Liabilities $ 162,946 $ 60,000 $ 222,946 Total Stockholders' Equity $ (161,240 ) $ (60,000 ) $ (221,240 ) For The Three Months Ended For The Six Months Ended June 30, 2018 June 30, 2018 As Reported Adjustment As Revised As Reported Adjustment As Revised Condensed Consolidated Statement of Operations: Revenue $ - $ - $ - $ - $ - $ - Operating Expenses $ 41,444 $ 60,000 $ 101,444 $ 134,044 $ 60,000 $ 194,044 Loss From Continuing Operations $ (42,803 ) $ (60,000 ) $ (102,803 ) $ (135,680 ) $ (60,000 ) $ (195,680 ) Net Loss $ (42,803 ) $ (60,000 ) $ (102,803 ) $ (135,680 ) $ (60,000 ) $ (195,680 ) Net Loss Per Share - Basic and Diluted $ (0.00 ) $ - $ (0.00 ) $ (0.00 ) $ - $ (0.00 ) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 441,480,473 - 441,480,473 441,480,473 - 441,480,473 For The Six Months Ended June 30, 2018 As Reported Adjustment As Revised Condensed Consolidated Statement of Cash Flows: Cash Flows From Operating Activities: Net Loss $ (135,680 ) $ (60,000 ) $ (195,680 ) Changes in accrued expenses and other liabilities $ 945 $ 60,000 $ 60,945 Net Cash Used In Operating Activities $ (68,693 ) $ - $ (68,693 ) In accordance with SEC Staff Accounting Bulletin No 108, the Company has evaluated this error, based on an analysis of qualitative and quantitative factors, as to whether it was material to the condensed consolidated statement of operations for the three and six months ended June 30, 2018 and if amendments of previously filed financial statements with the SEC are required. The Company has determined that quantitatively and qualitatively, the error has no material impact to the condensed consolidated statement of operations for the three and six months ended June 30, 2018 or other prior periods. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business Description Policy [Policy Text Block] | DESCRIPTION OF THEGLOBE.COM theglobe.com, inc. (the “Company,” “theglobe,” “we” or “us”) was incorporated on May 1, 1995 and commenced operations on that date. Originally, we were an online community with registered members and users in the United States and abroad. On September 29, 2008, we consummated the sale of the business and substantially all of the assets of our subsidiary, Tralliance Corporation (“Tralliance”), to Tralliance Registry Management Company, LLC (“Tralliance Registry Management”), an entity controlled by Michael S. Egan, our former Chairman and Chief Executive Officer. As a result of and on the effective date of the sale of our Tralliance business, which was our last remaining operating business, we became a “shell company,” as that term is defined in Rule 12b-2 of the Exchange Act, with no material operations or assets. On December 20, 2017, Delfin Midstream LLC (“Delfin”) entered into a Common Stock Purchase Agreement with certain of our stockholders for the purchase of a total of 312,825,952 shares of our Common Stock, par value $0.001 per share (“Common Stock”), representing approximately 70.9% of our Common Stock. On December 31, 2017 (the “Closing Date”), Mr. Egan, Edward A. Cespedes and Robin S. Lebowitz resigned from their respective positions as officers and directors of the Company. William “Rusty” Nichols was appointed the sole member of our Board and our sole executive officer. Effective June 29, 2018, our Board appointed Mr. Frederick Jones as President, Chief Executive Officer, Chief Financial Officer, and Director of the Company, and Mr. Nichols resigned from his positions of President, Chief Executive Officer, Chief Financial Officer, Director, and any other directorships, offices or other positions with the Company. As a shell company, our operating expenses have consisted primarily of, and we expect them to continue to consist primarily of, customary public company expenses, including personnel, accounting, financial reporting, legal, audit and other related public company costs. As of September 30, 2018, as reflected in our accompanying Consolidated Balance Sheet, our current liabilities exceed our total assets. Additionally, we received a report from our independent registered public accountants, relating to our December 31, 2017 audited financial statements, containing an explanatory paragraph regarding our ability to continue as a going concern. We prefer to avoid filing for protection under the U.S. Bankruptcy Code. However, unless we are successful in raising additional funds through the offering of debt or equity securities, we may not be able to continue to operate as a going concern for any significant length of time in the future. Notwithstanding the above, we currently intend to continue operating as a public company and making all the requisite filings under the Exchange Act. |
Consolidation, Policy [Policy Text Block] | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation. |
Interim Condensed Consolidated Financial Information Policy [Policy Text Block] | UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION The unaudited interim condensed consolidated financial statements of the Company at September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim condensed consolidated financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 2018 and the results of its operations and its cash flows for the three and nine months ended September 30, 2018 and 2017. The results of operations and cash flows for such periods are not necessarily indicative of results expected for the full year or for any future period. |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions relate primarily to valuations of accounts payable and accrued expenses. |
Earnings Per Share, Policy [Policy Text Block] | NET INCOME PER SHARE The Company reports basic and diluted net income per common share in accordance with FASB ASC Topic 260, “Earnings Per Share.” Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). Common equivalent shares are excluded from the calculation if their effect is anti-dilutive. Due to the anti-dilutive effect of potentially dilutive securities or common stock equivalents that could be issued, such securities were excluded from the diluted net loss per common share calculation for all periods presented. Such potentially dilutive securities and common stock equivalents consisted of the following for the periods ended September 30: 2018 2017 Options to purchase common stock — — |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS Management has determined that all recently issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to the Company’s operations. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2018 2017 Options to purchase common stock — — |
REVISION OF FINANCIAL STATEME_2
REVISION OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2018 (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The following tables reconcile the prior period as reported to the as revised balances: June 30, 2018 As Reported Adjustment As Revised Condensed Consolidated Balance Sheet: Total Current Assets $ 1,706 $ - $ 1,706 Total Assets $ 1,706 $ - $ 1,706 Total Current Liabilities $ 162,946 $ 60,000 $ 222,946 Total Liabilities $ 162,946 $ 60,000 $ 222,946 Total Stockholders' Equity $ (161,240 ) $ (60,000 ) $ (221,240 ) For The Three Months Ended For The Six Months Ended June 30, 2018 June 30, 2018 As Reported Adjustment As Revised As Reported Adjustment As Revised Condensed Consolidated Statement of Operations: Revenue $ - $ - $ - $ - $ - $ - Operating Expenses $ 41,444 $ 60,000 $ 101,444 $ 134,044 $ 60,000 $ 194,044 Loss From Continuing Operations $ (42,803 ) $ (60,000 ) $ (102,803 ) $ (135,680 ) $ (60,000 ) $ (195,680 ) Net Loss $ (42,803 ) $ (60,000 ) $ (102,803 ) $ (135,680 ) $ (60,000 ) $ (195,680 ) Net Loss Per Share - Basic and Diluted $ (0.00 ) $ - $ (0.00 ) $ (0.00 ) $ - $ (0.00 ) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 441,480,473 - 441,480,473 441,480,473 - 441,480,473 For The Six Months Ended June 30, 2018 As Reported Adjustment As Revised Condensed Consolidated Statement of Cash Flows: Cash Flows From Operating Activities: Net Loss $ (135,680 ) $ (60,000 ) $ (195,680 ) Changes in accrued expenses and other liabilities $ 945 $ 60,000 $ 60,945 Net Cash Used In Operating Activities $ (68,693 ) $ - $ (68,693 ) In accordance with SEC Staff Accounting Bulletin No 108, the Company has evaluated this error, based on an analysis of qualitative and quantitative factors, as to whether it was material to the condensed consolidated statement of operations for the three and six months ended June 30, 2018 and if amendments of previously filed financial statements with the SEC are required. The Company has determined that quantitatively and qualitatively, the error has no material impact to the condensed consolidated statement of operations for the three and six months ended June 30, 2018 or other prior periods. |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Options to purchase common stock | 0 | 0 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - $ / shares | 1 Months Ended | 9 Months Ended | |
Dec. 20, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | |||
Entity Incorporation, Date of Incorporation | May 1, 1995 | ||
Purchase of Shares of Common Stock | 312,825,952 | ||
Percentage of Common Stock | 70.90% | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
LIQUIDITY AND GOING CONCERN C_2
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | 78 Months Ended | |||||||||
Dec. 20, 2017 | Dec. 31, 2008 | Jun. 30, 2015 | Nov. 02, 2018 | Sep. 30, 2018 | May 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Mar. 31, 2017 | Nov. 30, 2016 | Mar. 31, 2016 | |
Liquidity And Going Concern Considerations [Line Items] | ||||||||||||
Working Capital Deficit, Net | $ 293,000 | |||||||||||
Revolving Credit Facility, Principal and Accrued Interest | 149,000 | |||||||||||
Notes Payable, Related Parties, Current | $ 350,000 | 144,959 | $ 150,000 | $ 0 | ||||||||
Purchase of Shares of Common Stock | 312,825,952 | |||||||||||
Percentage of Common Stock | 70.90% | |||||||||||
Accrued Expenses And Other Current Liability | 83,500 | 26,000 | ||||||||||
Accounts Payable, Current | $ 60,977 | $ 0 | ||||||||||
Promissory Note [Member] | ||||||||||||
Liquidity And Going Concern Considerations [Line Items] | ||||||||||||
Notes Payable, Related Parties, Current | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||
Delfin Midstream LLC [Member] | ||||||||||||
Liquidity And Going Concern Considerations [Line Items] | ||||||||||||
Notes Payable, Related Parties, Current | $ 150,000 | |||||||||||
Percentage of Common Stock | 70.90% | |||||||||||
Earn Out Agreement [Member] | ||||||||||||
Liquidity And Going Concern Considerations [Line Items] | ||||||||||||
Cumulative Amount Received under Earn Out Agreement Since Inception | $ 2,437,000 | |||||||||||
Revolving Loan Agreement [Member] | ||||||||||||
Liquidity And Going Concern Considerations [Line Items] | ||||||||||||
Proceeds from Lines of Credit | $ 500,000 | |||||||||||
Notes Payable, Related Parties, Current | $ 10,000 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | 1 Months Ended | ||||
Mar. 31, 2018 | Nov. 02, 2018 | Sep. 30, 2018 | May 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | |||||
Notes Payable, Related Parties, Current | $ 350,000 | $ 144,959 | $ 150,000 | $ 0 | |
Delfin Midstream LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes Payable, Related Parties, Current | $ 150,000 | ||||
Promissory Notes [Member] | Delfin Midstream LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Accounts Payable, Interest-bearing, Interest Rate | 8.00% | ||||
Debt Instrument, Maturity Date, Description | payable on the maturity date, calculated on a 365/366-day year, as applicable. | ||||
Subsequent Event [Member] | Delfin Midstream LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Notes Payable, Related Parties, Current | $ 350,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Nov. 02, 2018 | May 31, 2018 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||||||||||
Related Party Costs | $ 0 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 180,000 | $ 240,000 | |||
Notes Payable, Related Parties, Current | $ 144,959 | 144,959 | $ 0 | $ 350,000 | $ 150,000 | |||||
Increase Decrease In Accrued Liabilities Related Parties | $ 4,066 | $ 47,424 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 350,000 | |||||||||
Delfin Midstream LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes Payable, Related Parties, Current | $ 150,000 |
REVISION OF FINANCIAL STATEME_3
REVISION OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2018 (Details) - USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total Current Assets | $ 936 | $ 1,706 | $ 440 |
Total Assets | 1,706 | ||
Total Current Liabilities | 293,502 | 222,946 | 26,000 |
Total Liabilities | 222,946 | ||
Total Stockholders' Equity | $ (292,566) | (221,240) | $ (25,560) |
Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total Current Assets | 1,706 | ||
Total Assets | 1,706 | ||
Total Current Liabilities | 162,946 | ||
Total Liabilities | 162,946 | ||
Total Stockholders' Equity | (161,240) | ||
Restatement Adjustment [Member] | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Total Current Assets | 0 | ||
Total Assets | 0 | ||
Total Current Liabilities | 60,000 | ||
Total Liabilities | 60,000 | ||
Total Stockholders' Equity | $ (60,000) |
REVISION OF FINANCIAL STATEME_4
REVISION OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2018 (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | 68,896 | 101,444 | 92,995 | 194,044 | 262,939 | 254,040 |
Loss From Continuing Operations | (71,326) | (102,803) | (109,379) | (195,680) | (267,005) | (301,465) |
Net Loss | $ (71,326) | $ (102,803) | $ (109,379) | $ (195,680) | $ (267,005) | $ (301,840) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | ||||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 441,480,473 | 441,480,473 | 441,480,473 | 441,480,473 | 441,480,473 | 441,480,473 |
Previously Reported [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 0 | $ 0 | ||||
Operating Expenses | 41,444 | 134,044 | ||||
Loss From Continuing Operations | (42,803) | (135,680) | ||||
Net Loss | $ (42,803) | $ (135,680) | ||||
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | ||||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 441,480,473 | 441,480,473 | ||||
Restatement Adjustment [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 0 | $ 0 | ||||
Operating Expenses | 60,000 | 60,000 | ||||
Loss From Continuing Operations | (60,000) | (60,000) | ||||
Net Loss | $ (60,000) | $ (60,000) | ||||
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | ||||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 0 | 0 |
REVISION OF FINANCIAL STATEME_5
REVISION OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2018 (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows From Operating Activities: | ||||||
Net Loss | $ (71,326) | $ (102,803) | $ (109,379) | $ (195,680) | $ (267,005) | $ (301,840) |
Changes in accrued expenses and other liabilities | 60,945 | 57,500 | (5,500) | |||
Net Cash Used In Operating Activities | (68,693) | $ (144,462) | $ (80,682) | |||
Previously Reported [Member] | ||||||
Cash Flows From Operating Activities: | ||||||
Net Loss | (42,803) | (135,680) | ||||
Changes in accrued expenses and other liabilities | 945 | |||||
Net Cash Used In Operating Activities | (68,693) | |||||
Restatement Adjustment [Member] | ||||||
Cash Flows From Operating Activities: | ||||||
Net Loss | $ (60,000) | (60,000) | ||||
Changes in accrued expenses and other liabilities | 60,000 | |||||
Net Cash Used In Operating Activities | $ 0 |
REVISION OF FINANCIAL STATEME_6
REVISION OF FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2018 (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Costs | $ 0 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 180,000 | $ 240,000 |