CannaPharmaRX (CPMD) 10-Q 13 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
Document And Entity Information
Entity Registrant Name	CannaPharmaRX, Inc.
Entity Central Index Key	1,081,938
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		17,960,741
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
ASSETS
Cash and cash equivalents	$ 682,059	$ 0
Due from related party	76,699	0
Total current assets	758,758	0
Total Assets	758,758	0
Current liabilities
Accounts payable and accrued expenses	643,294	604,542
Accounts payable-related party	6,000	0
Accrued interest	9,411	0
Accrued legal settlement payable in cash	190,000	190,000
Accrued expense - related party	150,000	150,000
Convertible notes	905,000	0
Loan payable - related party	19,758	19,758
Total current liabilities	1,923,463	964,300
Total Liabilities	1,923,463	964,300
Stockholders' Equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 60,000 and -0- shares issued and outstanding, as of September 30, 2018 and December 31, 2017, respectively	60,000	0
Common stock, $0.0001 par value; 100,000,000 shares authorized, 17,960,741 and 17,960,741 issued and outstanding, respectively as of September 30, 2018 and December 31, 2017, respectively	1,796	1,796
Additional paid in capital	33,835,067	32,930,067
Retained earnings (deficit)	(35,061,568)	(33,896,163)
Total Stockholders' Deficit	(1,164,705)	(964,300)
Total Liabilities and Stockholders' Deficit	$ 758,758	$ 0

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred shares, par value	$ 0.0001	$ .0001
Preferred shares, authorized	10,000,000	10,000,000
Preferred shares, issued	60,000	0
Preferred shares, outstanding	60,000	0
Common stock, par value	$ 0.0001	$ .0001
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	17,960,741	17,960,741
Common stock, outstanding	17,960,741	17,960,741

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
General & administrative	3,924	0	4,075	0
Travel	17,309	0	25,299	0
Rent	3,000	0	6,000	0
Professional fees	125,261	0	148,011	0
Consulting fees	0	0	21,609	1,667
Consulting fees - related parties	31,000	0	46,000	0
Total operating expenses	180,494	0	250,994	1,667
Income (loss) from operations	(180,494)	0	(250,994)	(1,667)
Other income (expense)
Interest expense	(914,411)	0	(914,411)	0
Total other expense	(914,411)	0	(914,411)	0
Income (loss) before provision for income taxes	(1,094,905)	0	(1,165,405)	(1,667)
Provision (credit) for income tax	0	0	0	0
Net income (loss)	$ (1,094,905)	$ 0	$ (1,165,405)	$ (1,667)
Weighted average number of shares outstanding	17,960,741	17,960,741	17,960,741	17,960,741

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows From Operating Activities:
Net income (loss)	$ (1,165,405)	$ (1,667)
Amortization of debt discount	905,000	0
Changes in operating Assets & Liabilities
(Increase)/decrease in prepaid expenses	0	1,667
Increase/(Decrease) in accounts payable and accrued expenses	54,163	0
Net cash provided by (used for) operating activities	(206,242)	0
Cash Flows From Investing Activities:
Net cash provided by (used for) investing activities	0	0
Cash Flows From Financing Activities:
Refundable deposit on acquisition	(76,699)	0
Proceeds from the sale of convertible notes	905,000	0
Proceeds from sale of preferred stock	60,000	0
Net cash provided by (used for) financing activities	888,301	0
Net Increase (Decrease) In Cash and Cash Equivalents	682,059	0
Cash and Cash Equivalents At The Beginning Of The Period	0	0
Cash and Cash Equivalents At The End Of The Period	682,059	0
Supplemental Disclosure
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

1. Nature of Operations and Sig

1. Nature of Operations and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Nature of Operations and Significant Accounting Policies	NOTE 1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS BUSINESS CannaPharmaRx, Inc. (the “Company”) is a Delaware corporation. As of the date of this Report the Company intends to engage in acquisitions or joint ventures with a company or companies that will allow to become a national or internationally branded cannabis cultivation company, or otherwise engage in the cannabis industry. Management is engaged in seeking out and evaluating businesses for acquisition. However, if an opportunity in another industry arises the Company will review that opportunity as well. The proposed business activities described herein classify us as a “shell” company. Rule 12b-2 of the 34 Act defines a shell company as a company that has: (1) (2) (i) (ii) (iii) HISTORY The Company was originally incorporated in the State of Colorado in August 1998 under the name “Network Acquisitions, Inc.” It changed its name to Cavion Technologies, Inc. in February 1999 and subsequently to Concord Ventures, Inc. in October 2006. On December 21, 2000, the Company filed for protection under Chapter 11 of the United States Bankruptcy Code. In connection with the filing, on February 16, 2001, the Company sold its entire business, and all of its assets, for the benefit of its creditors. After the sale, the Company still had liabilities of $8.4 million and was subsequently dismissed by the Court from the Chapter 11 reorganization, effective March 13, 2001, at which time the last of the Company’s then remaining directors resigned. On March 13, 2001, the Company had no business or other source of income, no assets, no employees or directors, outstanding liabilities of approximately $8.4 million and had terminated its duty to file reports under securities law. In February 2008, after filing of a Form 10 registration statement pursuant to the Securities Exchange Act of 1934, as amended, we were re-listed on the OTC Bulletin Board. In April 2010, the Company re-domiciled in Delaware under the name CCVG, Inc. (“CCVG”).Effective December 31, 2010, the Company completed an Agreement and Plan of Merger and Reorganization (the “Reorganization") which provided for the merger of two of the Company’s wholly owned subsidiaries. As a result of this reorganization the Company’s name became “Golden Dragon Inc.,” which became the surviving publicly quoted parent holding company. On May 9, 2014, the Company entered into a Share Purchase Agreement (the “ Share Purchase Agreement Canna Colorado In October 2014, the Company changed its legal name to “CannaPharmaRx, Inc.” As a result of the aforesaid transactions, the Company became an early-stage pharmaceutical company whose purpose was to advance cannabinoid research and discovery using proprietary formulation and drug delivery technology then under development. In April 2016, the Company ceased operations. Its then management resigned their respective positions with the Company, with the exception of Mr. Gary Herick, who remains as an officer and director. As a result, the Company is now considered a “shell” company as defined under the Securities Exchange Act of 1934, as amended. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP USE OF ESTIMATES The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Due to uncertainties inherent in the estimation process, it is possible that these estimates could be materially revised within the next year. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and highly liquid debt instruments with original maturities of less than three months. PROPERTY AND EQUIPMENT As of September 30, 2018 and December 31, 2017, the Company had no fixed assets on hand. Depreciation expenses have been calculated using the straight-line method over the estimated useful lives of the respective assets, ranging from three to seven years. The Company has not recorded any depreciation expense since December 31, 2015 since it has not had any fixed asserts since that time. IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability will be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value will be required. The Company had no intangible assets at September 30, 2018 or December 31, 2017. FAIR VALUE MEASUREMENTS The estimated fair value for financial instruments was determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with exact precision. The fair value of the Company’s financial instruments, which include cash, prepaid expenses, convertible notes, accounts payable and accrued expenses and the related party loans, each approximate their carrying value due either to their short length to maturity or interest rates that approximate prevailing market rates. The Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts. BENEFICIAL CONVERSION FEATURES In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security. INCOME TAXES The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. INCOME (LOSS) PER SHARE Income (loss) per share is presented in accordance with Accounting Standards Update (“ ASU Earning per Share EPS Stock options outstanding at September 30, 2018 to purchase 750,000 shares of common stock are excluded from the calculations of diluted net loss per share since their effect is antidilutive. STOCK-BASED COMPENSATION The Company has adopted ASC Topic 718, (Compensation—Stock Compensation) BUSINESS SEGMENT The Company’s activities during the three-month and nine month periods ended September 30, 2018, and the year ended December 31, 2017, comprised a single segment. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

2. Going Concern and Liquidity

2. Going Concern and Liquidity	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Liquidity	NOTE 2. GOING CONCERN AND LIQUIDITY The Company had $682,059 cash on hand as of September 30, 2018 and no revenue-producing business or other sources of income. Additionally, as of September 30, 2018, the Company had outstanding liabilities totaling $1,923,463 and a stockholders’ deficit of $1,164,705. The Company had a working capital deficit of $1,164,705 at September 2018. In the Company’s financial statements for the fiscal years ended December 31, 2017 and 2016, the Reports of the Independent Registered Public Accounting Firm include an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Based on our current financial projections, we believe we do not have sufficient existing cash resources to fund our current limited operations. It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that these events will be satisfactorily completed or at terms acceptable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders. Any failure by the Company to successfully implement these plans would have a material adverse effect on its business, including the possible inability to continue operations.

3. Due from Related Party

3. Due from Related Party	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Due from Related Party	NOTE 3. DUE FROM RELATED PARTY As of September 30, 2018, the Company had a $76,699 receivable from a related party, compared to $-0- as of December 31, 2017. This amount was paid to a company controlled by the Company’s Chief Executive Officer to assist the Company in locating acquisition targets. In the event that no acquisition targets are located and consummated, the deposit made by the Company, becomes fully refundable. If an acquisition by the Company is successfully consummated due to the efforts of the related party; the full amount of $76,699 will be paid as a fee to the related party and immediately expensed by the Company, as an acquisition cost.

4. Accounts Payable and Accrued

4. Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	NOTE 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table sets forth the components of the Company’s accrued liabilities at September 30, 2018 and December 31, 2017: September 30, December 31, Accounts payable and accrued expenses $ 643,294 $ 604,592 Accounts payable related party 6,000 – Accrued interest 9,411 – Accrued expense related party 150,000 150,000 Notes payable-related party 19,758 19,758 Total $ 828,463 $ 774,300 Accounts payable and accrued expenses, and accounts payable related parties are comprised primarily of accounts payable balances. Accrued interest relates to interest on convertible notes Accrued expense related party is comprised of accrued salaries and fees for officers and former directors of the Company. Notes payable -related party represents advance made to the Company to pay certain expenses of the Company in prior periods when the Company had no cash on hand. During the nine month period ended September 30, 2018, the Company paid $46,000 in related party consulting fees to officers and directors. Additionally, the accrued legal settlements payable as of September 30, 2018 and December 31, 2017 totaled $190,000 as discussed in Note 7 (Litigation and Accrued Settlement Liabilities).

5. Convertible Notes

5. Convertible Notes	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Convertible Notes	NOTE 5. CONVERTIBLE NOTES In July 2018, the Company commenced an offering of up to $2 million of one year maturity convertible notes (“Notes”). These Notes carry both a voluntary conversion feature, and an automatic conversion feature. The Notes carry an interest rate of 12%, and are convertible into shares of the Company’s common stock. Automatic conversion feature If the Company issues equity securities (“Equity Securities”) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Company of at least $5,000,000, including conversion of the Notes and any other indebtedness, or issuance of Equity Securities in connection with any business combination, including a merger or acquisition (a “Qualified Financing”), then the Notes, and any accrued but unpaid interest thereon, will automatically convert into the equity securities issued pursuant to the Qualified Financing at a conversion price equal to the lesser of (i) 50% of the per share price paid by the purchasers of such equity securities in the Qualified Financing or (ii) $0.40 per share. Voluntary conversion feature If these Notes have not been previously converted pursuant to a Qualified Financing, then, upon Holders election prior to the Maturity Date or effective upon the Maturity Date, the Holder may elect to convert their Notes into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) 50% of the market price for the Company’s Common Stock as of the Maturity Date or (ii) $0.40 per share. During the period ended September 30, 2018, the Company received $905,000 in proceeds from the sale of convertible notes to six accredited investors. Based on current activities Company believes it is highly probable that the Notes will be subject to the automatic conversion feature prior to the maturity date of the Notes. As a result the Company did not record a derivate liability associated with these Notes. The Company calculated a beneficial conversion feature of $905,000 and record the full amount as interest expense during the period ended September 30, 2018 because the Notes can be immediately converted without a waiting period. The offering remains open as of the date of this Report.

6. Operating Lease

6. Operating Lease	9 Months Ended
	Sep. 30, 2018
Lessee Disclosure [Abstract]
Operating Lease	NOTE 6. OPERATING LEASE On April 1, 2018 the Company changed its principal place of business to 2 Park Plaza, Suite 1200 – B. Irvine, CA. 92614, phone 949-652-6838. This space is provided to us on a twelve-month term at the rate of $1,000 per month by a company to which Mr. Nicosia, one of the Company’s directors, serves as Chief Executive Officer. As of September 30, 2018, $6,000 was due under this operating lease.

7. Litigation and Accrued Settl

7. Litigation and Accrued Settlement Liabilities	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Litigation and Accrued Settlement Liabilities	NOTE 7. LITIGATION AND ACCRUED SETTLEMENT LIABILITIES At September 30, 2018, the Company was not party to any legal proceeding, nor had it received any notice of any pending action against it.

9. Stockholders' Equity

9. Stockholders' Equity	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Stockholders' Equity	NOTE 9. STOCKHOLDERS’ EQUITY PREFERRED STOCK The Company is authorized to issue up to 10,000,000 shares of one or more series of preferred stock, at a par value of $0.0001 per share. The Board of Directors may, without stockholder approval, determine the dividend rates, redemption prices, preferences on liquidation or dissolution, conversion rights, voting rights and any other preferences. In April 2018, the Company issued 60,000 shares of its Series A Convertible Preferred Stock at a price of $1.00 per share to its current management, all of whom are accredited investors. Each share of Series A Convertible Preferred Stock is convertible into 1,250 shares of common stock and vote on an as converted basis. The rights and designations of these Preferred Shares include the following: · entitles the holder thereof to 1,250 votes on all matters submitted to a vote of the shareholders; · The holders of outstanding Series A Convertible Preferred Stock shall only be entitled to receive dividends upon declaration by the Board of Directors of a dividend payable on the Company’s Common Stock, whereupon the holders of the Series A Convertible Preferred Stock shall receive a dividend on the number of shares of Common Stock in to which each share of Series A Convertible Preferred Stock is convertible; · Each Series A Preferred Share is convertible into 1,250 shares of Common Stock; · not redeemable. The beneficial conversion (“BCF”) feature attributed to the purchase of Preferred Stock was deemed to have no value on the date of purchase for the following reasons: Ø There was no public trading market for the Convertible Preferred Stock and none is expected to develop in the future. Ø Any shares of Common Stock underlying the Preferred Stock to be issued upon conversion would not be eligible for any exemption from registration pursuant to Rule 144 for a period of one (1) year from the date which the Company ceases being deemed a shell company. Ø Currently, there is a very limited trading market for the Company's Common Stock. Ø The Company had no business activity for the prior twenty-four (24) month period; Ø The Company has limited assets and substantial liabilities. Therefore, therefore the BCF related to the Preferred Shares was considered to have no value on the date of issuance. There were 60,000 shares of preferred stock issued and outstanding as of September 30, 2018 and December 31, 2017, respectively. COMMON STOCK The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share. As of September 30, 2018 and December 31, 2017, 17,960,741 shares of common stock were issued and outstanding. RECENT ISSUANCES OF COMMON STOCK No common shares have been issued subsequent to June 25, 2015. STOCK OPTIONS During the nine month periods ended September 30, 2018 and 2017, the Company did not record any stock-based compensation expense.

8. Income Taxes

8. Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 8. INCOME TAXES As of September 30, 2018, the Company has approximately $6,580,000 of federal net operating loss carryforwards. The federal net operating loss carryforwards begin to expire in 2030. State net operating loss carryforwards begin to expire in 2034. Due to the change in ownership provisions of the Internal Revenue Code, the availability of the Company’s net operating loss carry forwards could be subject to annual limitations against taxable income in future periods which could substantially limit the eventual utilization of such carry forwards. The Company has not analyzed the historical or potential impact of its equity financings on beneficial ownership and therefore no determination has been made whether the net operating loss carry forward is subject to any Internal Revenue Code Section 382 limitation. To the extent there is a limitation there could be a substantial reduction in the deferred tax asset with an offsetting reduction in the valuation allowance. As of September 30, 2018, the Company has no unrecognized income tax benefits. The tax years from 2014 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

10. Subsequent Events

10. Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	NOTE 10. SUBSEQUENT EVENTS Subsequent to September 30, 2018 through the date of this Report, the Company accepted aggregate subscriptions from accredited investors for $1,157,000 of one year maturity 12% convertible notes. The terms of these Notes are described in Note #5. “Convertible Notes” of the Company’s financial statements. None of the Notes have been converted.

1. Nature of Operations and S_2

1. Nature of Operations and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP
USE OF ESTIMATES	USE OF ESTIMATES The preparation of our financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates. Due to uncertainties inherent in the estimation process, it is possible that these estimates could be materially revised within the next year.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and highly liquid debt instruments with original maturities of less than three months.
PROPERTY AND EQUIPMENT	PROPERTY AND EQUIPMENT As of September 30, 2018 and December 31, 2017, the Company had no fixed assets on hand. Depreciation expenses have been calculated using the straight-line method over the estimated useful lives of the respective assets, ranging from three to seven years. The Company has not recorded any depreciation expense since December 31, 2015 since it has not had any fixed asserts since that time.
IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS	IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS In the event that facts and circumstances indicated that the cost of long-lived and intangible assets may be impaired, an evaluation of recoverability will be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset will be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value will be required. The Company had no intangible assets at September 30, 2018 or December 31, 2017.
FAIR VALUES OF ASSETS AND LIABILITIES	FAIR VALUE MEASUREMENTS The estimated fair value for financial instruments was determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could not be determined with exact precision. The fair value of the Company’s financial instruments, which include cash, prepaid expenses, convertible notes, accounts payable and accrued expenses and the related party loans, each approximate their carrying value due either to their short length to maturity or interest rates that approximate prevailing market rates. The Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Level 1: Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments. Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts.
BENEFICIAL CONVERSION FEATURES	BENEFICIAL CONVERSION FEATURES In accordance with FASB ASC 470-20, “Debt with Conversion and Other Options” the Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt or preferred stock instruments that have conversion features at fixed rates that are in-the-money when issued. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The intrinsic value is generally calculated at the commitment date as the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If certain other securities are issued with the convertible security, the proceeds are allocated among the different components. The portion of the proceeds allocated to the convertible security is divided by the contractual number of the conversion shares to determine the effective conversion price, which is used to measure the BCF. The effective conversion price is used to compute the intrinsic value. The value of the BCF is limited to the basis that is initially allocated to the convertible security.
INCOME TAXES	INCOME TAXES The Company accounts for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
INCOME (LOSS) PER SHARE	INCOME (LOSS) PER SHARE Income (loss) per share is presented in accordance with Accounting Standards Update (“ ASU Earning per Share EPS Stock options outstanding at September 30, 2018 to purchase 750,000 shares of common stock are excluded from the calculations of diluted net loss per share since their effect is antidilutive.
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION The Company has adopted ASC Topic 718, (Compensation—Stock Compensation)
BUSINESS SEGMENT	BUSINESS SEGMENT The Company’s activities during the three-month and nine month periods ended September 30, 2018, and the year ended December 31, 2017, comprised a single segment.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

4. Accounts Payable and Accru_2

4. Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued liabilities	September 30, December 31, Accounts payable and accrued expenses $ 643,294 $ 604,592 Accounts payable related party 6,000 – Accrued interest 9,411 – Accrued expense related party 150,000 150,000 Notes payable-related party 19,758 19,758 Total $ 828,463 $ 774,300

1. Nature of Operations and S_3

1. Nature of Operations and Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Fixed assets	$ 0		$ 0
Property and equipment useful lives	3 to 7 years
Depreciation expense	$ 0	$ 0
Intangible assets	0		0
Asset impairment charges	$ 0	$ 0	$ 0
Options [Member]
Antidilutive shares	750,000

2. Going Concern and Liquidity

2. Going Concern and Liquidity (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 682,059	$ 0	$ 0	$ 0
Liabilities	1,923,463	964,300
Stockholders' Deficit	(1,164,705)	$ (964,300)
Working Capital	$ (1,164,705)

3. Due from Related Party (Deta

3. Due from Related Party (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Related Party Transactions [Abstract]
Due from related party	$ 76,699	$ 0

4. Accounts Payable and Accru_3

4. Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accounts payable and accrued expenses	$ 643,294	$ 604,542
Accounts payable-related party	6,000	0
Accrued interest	9,411	0
Accrued expense - related party	150,000	150,000
Notes payable - related party	19,758	19,758
Total accounts payable and accrued expenses	828,463	774,300
Accrued legal settlements	$ 190,000	$ 190,000

5. Convertible Notes (Details N

5. Convertible Notes (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Proceeds from sale of convertible notes	$ 905,000	$ 0
Convertible Notes Payable [Member]
Debt face amount	$ 2,000,000
Debt stated interest rate	12.00%
Proceeds from sale of convertible notes	$ 905,000
Beneficial conversion feature	$ 905,000

8. Income Taxes (Details Narrat

8. Income Taxes (Details Narrative)	9 Months Ended
	Sep. 30, 2018USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 6,580,000
Operating loss carryforward begining expiration date	Dec. 31, 2030
Unrecognized tax benefits	$ 0

9. Stockholders' Equity (Detail

9. Stockholders' Equity (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Stock based compensation	$ 0	$ 0
Series A Preferred Stock [Member]
Preferred stock issued, shares issued	60,000