Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 10, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PLEDGE PETROLEUM CORP | ||
Entity Central Index Key | 0001434110 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 1,720,000 | ||
Trading Symbol | PROP | ||
Entity Common Stock, Shares Outstanding | 484,256,464 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET | Dec. 31, 2018USD ($) |
Current assets: | |
Cash | $ 21,140 |
Prepaid expenses | 11,270 |
Prepaid stock compensation – related party | 133,333 |
Total current assets | 165,743 |
Plant and equipment, net | 3,885 |
Deposits | 1,750 |
Total assets | 171,378 |
Current liabilities: | |
Accounts payable | 81,097 |
Accrued expenses and other payables | 11,521 |
Due to related parties | 5,890 |
Loan payable – related party | 5,000 |
Total current liabilities | 103,508 |
Commitments and contingencies (Note 10) | 0 |
Stockholders' Equity: | |
Common stock, $0.001 par value; 500,000,000 shares authorized, 484,256,464 shares issued and outstanding at December 31, 2018 | 484,257 |
Accumulated deficit | (416,427) |
Total stockholders' equity | 67,870 |
Total Liabilities and Stockholders' Equity | 171,378 |
Series A-1 Convertible Preferred stock [Member] | |
Stockholders' Equity: | |
Preferred Stock Value | 0 |
Total stockholders' equity | 0 |
Series B Convertible Preferred Stock [Member] | |
Stockholders' Equity: | |
Preferred Stock Value | 40 |
Total stockholders' equity | 40 |
Series C Convertible Preferred Stock [Member] | |
Stockholders' Equity: | |
Preferred Stock Value | 0 |
Total stockholders' equity | $ 0 |
CONSOLIDATED BALANCE SHEET _Par
CONSOLIDATED BALANCE SHEET [Parenthetical] | Dec. 31, 2018USD ($)$ / sharesshares |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 |
Common Stock, Shares, Issued | 484,256,464 |
Common Stock, Shares, Outstanding | 484,256,464 |
Series A-1 Convertible Preferred stock [Member] | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 |
Preferred Stock Shares Designated | 5,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Series B Convertible Preferred Stock [Member] | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock, Liquidation Preference, Value | $ | $ 480,000 |
Preferred Stock Shares Designated | 500,000 |
Preferred Stock, Shares Issued | 40,000 |
Preferred Stock, Shares Outstanding | 40,000 |
Series C Convertible Preferred Stock [Member] | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 |
Preferred Stock Shares Designated | 4,500,000 |
Preferred Stock, Shares Outstanding | 0 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS | 4 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Expenses: | |
Professional fees | $ 7,315 |
Directors fees | 6,290 |
Compensation – related party | 2,097 |
Stock compensation – related party | 3,494 |
General and administrative | 14,550 |
Total expenses | 33,746 |
Loss from operations | (33,746) |
Loss before Provision for Income Taxes | (33,746) |
Provision for Income Taxes | 0 |
Net Loss | (33,746) |
Undeclared Series B and Series C Preferred stock dividends | (1,140) |
Net loss available to common stock holders | $ (34,886) |
Net Loss Per Share - Basic and Diluted | $ / shares | $ 0 |
Weighted Average Number of Shares Outstanding - Basic and Diluted | shares | 44,359,462 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 4 months ended Dec. 31, 2018 - USD ($) | Total | Common Stock [Member] | Accumulated Deficit [Member] | Series A-1 Convertible Preferred stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] |
Balance at Aug. 21, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Aug. 21, 2018 | 0 | 0 | 0 | 0 | ||
Common stock sold for cash | 100 | $ 100 | 0 | $ 0 | $ 0 | $ 0 |
Common stock sold for cash (in shares) | 1,000 | 0 | 0 | 0 | ||
Effects of recapitalization from reverse acquisition | 101,516 | $ 484,157 | (382,681) | $ 0 | $ 40 | $ 0 |
Effects of recapitalization from reverse acquisition (in shares) | 484,255,464 | 0 | 40,000 | 0 | ||
Net loss from August 22, 2018 (date of inception) through December 31, 2018 | (33,746) | $ 0 | (33,746) | $ 0 | $ 0 | $ 0 |
Balance at Dec. 31, 2018 | $ 67,870 | $ 484,257 | $ (416,427) | $ 0 | $ 40 | $ 0 |
Balance (in shares) at Dec. 31, 2018 | 484,256,464 | 0 | 40,000 | 0 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS | 4 Months Ended |
Dec. 31, 2018USD ($) | |
Cash flow from operating activities: | |
Net Loss | $ (33,746) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
Depreciation | 421 |
Stock based compensation | 3,494 |
Cash acquired in merger | 30,708 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (1,693) |
Accounts payable and accruals | 10,844 |
Due to related parties | 6,212 |
Net cash provided by operating activities | 16,240 |
Cash flows from financing activities: | |
Loans from a related party | 5,000 |
Net cash provided by financing activities | 5,000 |
Net increase in cash | 21,240 |
Cash at beginning of period | 0 |
Cash at end of period | 21,140 |
Cash paid during the period for: | |
Interest | 0 |
Income taxes | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS On December 19, 2018, Pledge Petroleum Corp. (the “Company”) entered into a Share Exchange agreement with Renewable Technology Solutions, Inc. (“RTS”). Pursuant to the terms of the agreement, in exchange for 100% of the RTS shares, the Company will issue a stock certificate registered in the name of the RTS stockholder for 250,000,000 shares of its common stock. The transaction will be accounted for as a “reverse acquisition” and recapitalization, with RTS being the accounting acquirer. A reverse merger transaction with a public company is considered and accounted for as a capital transaction in substance; it is equivalent to the issuance of Pledge’s common stock for the net monetary assets of RTS, accompanied by a recapitalization. Accordingly, the accounting does not contemplate the recognition of unrecorded assets of the accounting acquiree, such as goodwill. Consolidated financial statements presented herein reflect the consolidated financail assets and liabilities of Pledge at their historical costs, giving effect to the recapitalization, as if it had been RTS during the periods presented. RTS was incorporated in the State of Tennessee on August 22, 2018. The Company was formed in order to conduct business in the sourcing and implementation of renewable energy technology. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RTS . All significant intercompany transactions and balances have been eliminated. Use of estimates The preparation of financial statements in conformity with U.S. GAAP 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. Concentrations of credit risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have not experienced any losses in its accounts. The Company believes it is not exposed to any significant credit risk on cash. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2018. Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery. Fair value of financial instruments The Company follows paragraph ASC 825-10-50-10 for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. Property and equipment Property and equipment are carried at the lower of cost or net realizable value. All Property and equipment with a cost of $1,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of three years. Income taxes The Company follows Section 740-10-30 of the FASB ASC, 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 based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 Statements of Operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the ASC (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the ASC. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the year ended December 31, 2018, all stock options, unvested restricted stock awards, warrants, convertible preferred stock were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive Recently issued accounting pronouncements ASC 606, Revenue from Contracts with Customers , was originally issued by the FASB in May 2014 in Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) . Since then, the FASB has issued several ASUs that have revised or clarified the guidance in ASC 606. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018. In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 – GOING CONCERN The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company has just begun its operations and does not yet have operations or revenue to cover its operating expenses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with debt and equity financing. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment are summarized as follows: December 31, 2018 Furniture and Fixtures $ 3,015 Office Equipment 630 Computer Software 661 Accumulated depreciation (421 ) Property and equipment, net $ 3,885 Depreciation expense from August 22, 2018 (date of inception) through December 31, 2018 was $421. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 – RELATED PARTY TRANSACTIONS On May 2, 2018, the Company issued to each of its three directors, 10,000,000 shares of restricted common stock, vesting as to 1/3 of the grant immediately, 1/3 of the grant on the one-year anniversary of the grant date and 1/3 of the grant on the two-year anniversary of the grant date. The value of the stock has been debited to prepaid stock compensation and will be amortized over the vesting period. As of December 31, 2018, there is $133,333 of prepaid stock compensation. The restricted stock granted and exercisable at December 31, 2018 is as follows: Restricted Stock Granted Restricted Stock Vested Grant date price Number granted Weighted average exercise price Number vested Weighted average exercise price $ 0.01 30,000,000 $ 0.01 10,000,000 $ 0.01 The Company recorded an expense of $3,494 for the period from August 22, 2018 (date of inception) through December 31, 2018 related to the restricted stock granted to the directors. During 2018, Christopher Headrick, CEO, purchased 1,000 shares of common stock for $100 . As of December 31, 2018, $5,890 is owed to the three directors of the Company for various advances for services provided in the normal course of business. The advance is unsecured, non-interest bearing and due on demand. On December 31, 2018, the Company executed a Promissory note with John Huemoeller, Chairman, for $5,000. The promissory note is unsecured, bears interest at 5% and is due on or before December 31, 2019. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | NOTE 6 – PREFERRED STOCK Series A-1 Preferred The Company has designated 5,000,000 preferred shares as Series A-1 Convertible Preferred Stock (“Series A-1 Shares”). Each share of Series A-1 is convertible into ten shares of common stock and has voting rights equal to the number of shares of common stock that holders can convert into. The Series A-1 Shares are non-redeemable by the Company and are entitled to a liquidation preference of $0.08 per share. As of December 31, 2018 there are no Series A preferred shares outstanding. Series B Preferred The Company has designated 500,000 preferred shares as Series B Convertible Preferred Stock (“Series B Shares”), with 40,000 Series B Shares issued and outstanding as of December 31, 2018, which are convertible into 4,000,000 shares of common stock. The rights, privileges and preferences of the Series B Shares are summarized as follows: Conversion Each share of the Series B Shares is convertible at any time prior to the issuance of a redemption notice by the Company into such number of shares of Common Stock by dividing the Stated value ($10) of the Series B Shares by $0.10 and is subject to adjustment for dividends or distributions made in common stock, the issue of securities convertible into common stock, stock splits, reverse stock splits, or reclassifications of common stock. Company Redemption The Company has the right, at any time after the date the Series B Shares have been issued, to redeem all or a portion of any Holder's Series B Shares at a price per Series B Share equal to the issue price per Series B Share multiplied by 120% Voting Rights Each holder of Series B Shares is entitled to vote on all matters submitted to a vote of the stockholders of the Company and is entitled to votes equal to the number of shares of Common Stock into which Series B Shares could be converted, and the holders of shares of Series B Shares and Common Stock will vote together as a single class on all matters submitted to the stockholders of the Company. Dividends The holders of the Series B Shares are entitled to receive cumulative dividends at the rate of eight percent per annum of the issue price per share, accrued daily and payable annually in arrears on December 31st of each year. Such dividends accrue on any given share from the day of original issuance of such share. Such dividends are cumulative, whether or not declared by the Board of Directors, but are non-compounding. Any dividend payable on a dividend payment date may be paid, at the option of the Company, either (i) in cash or (ii) in shares of common stock at an issue price of $0.10 per common share. In the event that pursuant to applicable law or contract the Company is prohibited or restricted from paying in cash the full dividends to which the holders of the Series B Shares are entitled, the cash amount available pursuant to applicable law or contract will be distributed among the holders of the Series B Shares ratably in proportion to the full amounts to which they would otherwise be entitled and any remaining amount due to holders of the Series B Shares will be payable in cash. Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of the Series B Shares are entitled to receive, prior and in preference to any distribution of any assets of the Company to the holders of any other preferred stock of the Company and subordinate to any distribution to the Series A-1 Shares, and prior and in preference to any distribution of any assets of the Company to the holders of the Common Stock, the amount of 120% of the issue price per share. In addition, the Series B holder has agreed to vote to subordinate the series B Preferred stock liquidation preferences to the Series C Preferred stock preferences. The Company has undeclared dividends on the Series B Preferred stock amounting to $185,227 as of December 31, 2018. If the dividends are paid in stock, the beneficial conversion feature of these undeclared dividends will be recorded upon the declaration of these dividends. The computation of loss per common share takes into account these undeclared dividends. Series C Preferred The Company has designated 4,500,000 preferred shares as Series C Convertible Preferred Stock (“Series C Shares”). Each share of Series C is convertible into 120,000,000 shares of common stock and has voting rights equal to the number of shares of common stock that holders can convert into. The Series C Shares are non-redeemable by the Company and are entitled to a liquidation preference. As of December 31, 2018 there are no Series C preferred shares outstanding. |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 7 – STOCK OPTIONS The Company’s Board of Directors approved the Company’s 2008 Stock Option Plan (the “Stock Plan”) for the issuance of up to 5,000,000 shares of common stock to be granted through incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units and other stock-based awards to officers, other employees, directors and consultants of the Company and its subsidiaries. After the reverse stock split in August 2012, a total of 100,000 shares were available for grant. Subsequent to the reverse split the Board of Directors approved an increase in the number of awards available for grant to 2,100,000 shares. The exercise price of stock options under the Stock Plan is determined by the Board of Directors, and may be equal to or greater than the fair market value of the Company’s common stock on the date the option is granted. Options become exercisable over various periods from the date of grant, and generally expire ten years after the grant date. At December 31, 2018 there were 57,704 plan options outstanding, under the Stock Option Plan. The vesting provisions for these stock options are determined by the board of directors at the time of grant, there are no unvested options outstanding as of December 31, 2018. In the event of the employees’ termination, the Company will cease to recognize compensation expense. A summary of all of our option activity during the period ended December 31, 2108 is as follows: No. of shares Exercise price per share Weighted average exercise price From August 22, 2018 - $ - $ - Granted - non-plan options - - - Forfeited/cancelled - - - Exercised - - - Effects of recapitalization from reverse acquisition 57,704 $0.65 to $13.50 3.02 Outstanding December 31, 2018 57,704 $0.65 to $13.50 $ 3.02 The options outstanding and exercisable at December 31, 2018 are as follows: Options outstanding Options exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $ 13.50 3,480 0.45 3,480 $ 12.50 2,000 1.78 2,000 $ 8.50 500 2.50 500 $ 5.00 14,800 2.79 14,800 $ 0.65 36,924 4.25 36,924 57,704 3.01 3.02 57,704 $ |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
Warrant [Member] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – WARRANTS The warrants outstanding and exercisable at December 31, 2018 are as follows: Warrants outstanding Warrants exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $ 0.25 1,751,667 0.49 1,751,667 $ 0.15 525,500 0.49 525,500 $ 0.25 1,508,333 0.58 1,508,333 $ 0.15 577,499 0.60 577,499 $ 0.25 968,166 0.60 968,166 $ 0.25 633,333 0.65 633,333 5,964,498 0.53 $ 0.22 5,964,498 $ 0.22 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 9 – INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate is 21%. The provision for Federal income tax consists of the following December 31: 2018 Federal income tax benefit attributable to: Current Operations $ 7,087 Less: valuation allowance (7,087 ) Net provision for Federal income taxes $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2018 Deferred tax asset attributable to: Net operating loss carryover $ 7,087 Less: valuation allowance (7,087 ) Net deferred tax asset $ - At December 31, 2018, the Company had net operating loss carry forwards of approximately $33,746 that may be offset against future taxable income from the year 2019 to 2038. No tax benefit has been reported in the December 31, 2018 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2018, the Company had no accrued interest or penalties related to uncertain tax positions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2018, the Company is not aware of any contingent liabilities that should be reflected in the financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 11 – SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the consolidated financial statements were available to be issued and has determined that there are no material subsequent events that require disclosure in the financial statements other than as disclosed below. On January 22, 2019, the Company executed a convertible promissory note with Redstart Holdings Corp. for $103,000. The note is unsecured, bears interest at 10% per annum and matures on January 22, 2020. The note is convertible at any time into shares of common stock at the rate of 61% (39% discount) of the average of the lowest three trading prices in the twenty days preceding the conversion. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary RTS . All significant intercompany transactions and balances have been eliminated. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with U.S. GAAP 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. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of credit risk The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have not experienced any losses in its accounts. The Company believes it is not exposed to any significant credit risk on cash. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2018. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of FASB Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair value of financial instruments The Company follows paragraph ASC 825-10-50-10 for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment Property and equipment are carried at the lower of cost or net realizable value. All Property and equipment with a cost of $1,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Depreciation is computed using the straight-line method over the estimated useful lives of three years. |
Income Tax, Policy [Policy Text Block] | Income taxes The Company follows Section 740-10-30 of the FASB ASC, 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 based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 Statements of Operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the ASC (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
Earnings Per Share, Policy [Policy Text Block] | Net income (loss) per common share Net income (loss) per common share is computed pursuant to section 260-10-45 of the ASC. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the year ended December 31, 2018, all stock options, unvested restricted stock awards, warrants, convertible preferred stock were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued accounting pronouncements ASC 606, Revenue from Contracts with Customers , was originally issued by the FASB in May 2014 in Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) . Since then, the FASB has issued several ASUs that have revised or clarified the guidance in ASC 606. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The guidance is effective for interim and annual periods beginning after December 15, 2018. In January 2017, the FASB issued an ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company has evaluated the impact of this accounting standard update and noted that it has had no material impact. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment are summarized as follows: December 31, 2018 Furniture and Fixtures $ 3,015 Office Equipment 630 Computer Software 661 Accumulated depreciation (421 ) Property and equipment, net $ 3,885 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The restricted stock granted and exercisable at December 31, 2018 is as follows: Restricted Stock Granted Restricted Stock Vested Grant date price Number granted Weighted average exercise price Number vested Weighted average exercise price $ 0.01 30,000,000 $ 0.01 10,000,000 $ 0.01 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of all of our option activity during the period ended December 31, 2108 is as follows: No. of shares Exercise price per share Weighted average exercise price From August 22, 2018 - $ - $ - Granted - non-plan options - - - Forfeited/cancelled - - - Exercised - - - Effects of recapitalization from reverse acquisition 57,704 $0.65 to $13.50 3.02 Outstanding December 31, 2018 57,704 $0.65 to $13.50 $ 3.02 |
Restricted Stock Outstanding And Exercisable [Table Text Block] | The options outstanding and exercisable at December 31, 2018 are as follows: Options outstanding Options exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $ 13.50 3,480 0.45 3,480 $ 12.50 2,000 1.78 2,000 $ 8.50 500 2.50 500 $ 5.00 14,800 2.79 14,800 $ 0.65 36,924 4.25 36,924 57,704 3.01 3.02 57,704 $ |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The warrants outstanding and exercisable at December 31, 2018 are as follows: Warrants outstanding Warrants exercisable Exercise price No. of shares Weighted average remaining years Weighted average exercise price No. of shares Weighted average exercise price $ 0.25 1,751,667 0.49 1,751,667 $ 0.15 525,500 0.49 525,500 $ 0.25 1,508,333 0.58 1,508,333 $ 0.15 577,499 0.60 577,499 $ 0.25 968,166 0.60 968,166 $ 0.25 633,333 0.65 633,333 5,964,498 0.53 $ 0.22 5,964,498 $ 0.22 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for Federal income tax consists of the following December 31: 2018 Federal income tax benefit attributable to: Current Operations $ 7,087 Less: valuation allowance (7,087 ) Net provision for Federal income taxes $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2018 Deferred tax asset attributable to: Net operating loss carryover $ 7,087 Less: valuation allowance (7,087 ) Net deferred tax asset $ - |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) - Renewable Technology Solutions Inc [Member] | 1 Months Ended |
Dec. 19, 2018shares | |
Organization and Description of Business [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Number of Shares to be Issued Pursuant to Reverse Acquisition | 250,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies and Estimates [Line Items] | |
Property, Plant and Equipment, Cost Capitalization | 1,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) | Dec. 31, 2018USD ($) |
Property, Plant and Equipment [Line Items] | |
Accumulated depreciation | $ (421) |
Property and equipment, net | 3,885 |
Furniture and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net | 3,015 |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net | 630 |
Capitalized Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, net | $ 661 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Textual) | 4 Months Ended |
Dec. 31, 2018USD ($) | |
Property, Plant and Equipment [Line Items] | |
Depreciation | $ 421 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Grant Date Price [Member] - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Restricted Stock Granted, Number granted | shares | 30,000,000 |
Restricted Stock Granted, Weighted average exercise price | $ / shares | $ 0.01 |
Restricted Stock Vested, Number Vested | shares | 10,000,000 |
Restricted Stock vested, Weighted average exercise price | $ / shares | $ 0.01 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended |
May 02, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Share-based Compensation | $ 3,494 | ||
Stock Issued During Period, Value, New Issues | 100 | ||
Due to Related Parties, Current | $ 5,890 | $ 5,890 | |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |
Employee Prepaid Stock Compensation | $ 133,333 | $ 133,333 | |
Loan Payable To Related Party | 5,000 | $ 5,000 | |
Vesting Period One [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000,000 | ||
Vesting Period Two [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000,000 | ||
Vesting Period Three [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000,000 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,000 | ||
Stock Issued During Period, Value, New Issues | $ 100 | ||
Restricted Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Share-based Compensation | $ 3,494 |
PREFERRED STOCK (Details Textua
PREFERRED STOCK (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Series A-1 Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Preferred Stock, Shares Outstanding | 0 |
Preferred Stock Shares Designated | 5,000,000 |
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 0.08 |
Series B Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Conversion of Stock, Shares Issued | 4,000,000 |
Preferred Stock, Shares Issued | 40,000 |
Preferred Stock, Shares Outstanding | 40,000 |
Convertible Preferred Stock, Terms of Conversion | Each share of the Series B Shares is convertible at any time prior to the issuance of a redemption notice by the Company into such number of shares of Common Stock by dividing the Stated value ($10) of the Series B Shares by $0.10 and is subject to adjustment for dividends or distributions made in common stock, the issue of securities convertible into common stock, stock splits, reverse stock splits, or reclassifications of common stock. |
Preferred Stock, Dividend Payment Terms | Any dividend payable on a dividend payment date may be paid, at the option of the Company, either (i) in cash or (ii) in shares of common stock at an issue price of $0.10 per common share. |
Undeclared Dividends | $ | $ 185,227 |
Preferred Stock Shares Designated | 500,000 |
Series C Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Conversion of Stock, Shares Issued | 120,000,000 |
Preferred Stock, Shares Outstanding | 0 |
Preferred Stock Shares Designated | 4,500,000 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - Employee Stock Option [Member] | 4 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares option activity, Outstanding Balance (in shares) | shares | 0 |
Shares option activity, Granted (in shares) | shares | 0 |
Shares option activity, Forfeited/cancelled (in shares) | shares | 0 |
Shares option activity, Exercised (in shares) | shares | 0 |
Effects of recapitalization from reverse acquisition (in shares) | shares | 57,704 |
Shares option activity, Outstanding Balance (in shares) | shares | 57,704 |
Exercise price per share, Outstanding Balance (in dollars per share) | $ 0 |
Exercise price per share, Granted (in dollars per share) | 0 |
Exercise price per share, Forfeited/cancelled (in dollars per share) | 0 |
Exercise price per share, Exercised (in dollars per share) | 0 |
Exercise price per share, Outstanding Ending (in dollars per share) | 3.02 |
Share Based Compensation Arrangements By Share Based Payment Award Options Recapitalization from Reverse Acquisition Weighted Average Exercise Price | 3.02 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price per share, Outstanding Ending (in dollars per share) | 13.50 |
Share Based Compensation Arrangements By Share Based Payment Award Options Recapitalization from Reverse Acquisition Exercise Price | 13.50 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price per share, Outstanding Ending (in dollars per share) | 0.65 |
Share Based Compensation Arrangements By Share Based Payment Award Options Recapitalization from Reverse Acquisition Exercise Price | $ 0.65 |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Aug. 21, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Weighted Average Exercise Price | $ 3.02 | $ 0 |
Options Outstanding, Number Outstanding (in shares) | 57,704 | 0 |
Options Outstanding, Weighted Average Remaining Contractual life in years | 3 years 3 days | |
Options Exercisable, Number Exercisable (in shares) | 57,704 | |
Options Exercisable, Weighted Average Exercise Price | $ 3.02 | |
Exercise Price Range One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Weighted Average Exercise Price | $ 13.50 | |
Options Outstanding, Number Outstanding (in shares) | 3,480 | |
Options Outstanding, Weighted Average Remaining Contractual life in years | 5 months 12 days | |
Options Exercisable, Number Exercisable (in shares) | 3,480 | |
Exercise Price Range Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Weighted Average Exercise Price | $ 12.50 | |
Options Outstanding, Number Outstanding (in shares) | 2,000 | |
Options Outstanding, Weighted Average Remaining Contractual life in years | 1 year 9 months 10 days | |
Options Exercisable, Number Exercisable (in shares) | 2,000 | |
Exercise Price Range Three [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Weighted Average Exercise Price | $ 8.50 | |
Options Outstanding, Number Outstanding (in shares) | 500 | |
Options Outstanding, Weighted Average Remaining Contractual life in years | 2 years 6 months | |
Options Exercisable, Number Exercisable (in shares) | 500 | |
Exercise Price Range Four [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Weighted Average Exercise Price | $ 5 | |
Options Outstanding, Number Outstanding (in shares) | 14,800 | |
Options Outstanding, Weighted Average Remaining Contractual life in years | 2 years 9 months 14 days | |
Options Exercisable, Number Exercisable (in shares) | 14,800 | |
Exercise Price Range Five [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Weighted Average Exercise Price | $ 0.65 | |
Options Outstanding, Number Outstanding (in shares) | 36,924 | |
Options Outstanding, Weighted Average Remaining Contractual life in years | 4 years 3 months | |
Options Exercisable, Number Exercisable (in shares) | 36,924 |
STOCK OPTIONS (Details Textual)
STOCK OPTIONS (Details Textual) - Employee Stock Option [Member] - shares | 12 Months Ended | |
Dec. 31, 2018 | Aug. 21, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,100,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 57,704 | 0 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Number Outstanding | 5,964,498 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 6 months 10 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.22 |
Warrants Exercisable, Number Exercisable | 5,964,498 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.22 |
Exercise Price Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.25 |
Warrants Outstanding, Number Outstanding | 1,751,667 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 5 months 26 days |
Warrants Exercisable, Number Exercisable | 1,751,667 |
Exercise Price Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number Outstanding | 525,500 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 5 months 26 days |
Warrants Exercisable, Number Exercisable | 525,500 |
Exercise Price Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.25 |
Warrants Outstanding, Number Outstanding | 1,508,333 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 6 months 29 days |
Warrants Exercisable, Number Exercisable | 1,508,333 |
Exercise Price Range Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.15 |
Warrants Outstanding, Number Outstanding | 577,499 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 7 months 6 days |
Warrants Exercisable, Number Exercisable | 577,499 |
Exercise Price Range Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.25 |
Warrants Outstanding, Number Outstanding | 968,166 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 7 months 6 days |
Warrants Exercisable, Number Exercisable | 968,166 |
Exercise Price Range Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Exercise Price | $ / shares | $ 0.25 |
Warrants Outstanding, Number Outstanding | 633,333 |
Warrants Outstanding, Weighted Average Remaining Contractual life in years | 7 months 24 days |
Warrants Exercisable, Number Exercisable | 633,333 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Federal Income Tax Attributable to [Abstract] | |
Current Operations | $ 7,087 |
Less: valuation allowance | (7,087) |
Net provision for Federal income taxes | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | Dec. 31, 2018USD ($) |
Deferred tax asset attributable to: | |
Net operating loss carryover | $ 7,087 |
Less: valuation allowance | (7,087) |
Net deferred tax asset | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Operating Loss Carryforwards | $ 33,746 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Operating Loss Carryforwards, Limitations on Use | year 2019 to 2038 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 1 Months Ended | |
Jan. 22, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Subsequent Event [Member] | Unsecured Debt [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Face Amount | $ 103,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Maturity Date | Jan. 22, 2020 | |
Debt Conversion, Converted Instrument, Rate | 61.00% | |
Debt Instrument, Convertible, Terms of Conversion Feature | (39% discount) of the average of the lowest three trading prices in the twenty days preceding the conversion. |