Document_and_Entity_Informatio
Document and Entity Information (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'Bnet Media Group, Inc. |
Document Type | '10-Q |
Document Period End Date | 30-Sep-13 |
Amendment Flag | 'false |
Entity Central Index Key | '0001501268 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 16,208,000 |
Entity Public Float | $16,208,000 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'Yes |
Entity Well-known Seasoned Issuer | 'Yes |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'Q3 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $506 | $534 |
TOTAL ASSETS | 506 | 534 |
Accounts payable | 37,229 | 32,010 |
Accounts payable - related parties | 37,632 | ' |
Total Current Liabilities | 74,861 | 32,010 |
Preferred stock series A: $0.001 par value, 100,000,000 shares authorized, 7,787,000 and no shares issued and outstanding, respectively | 7,787 | ' |
Common stock: $0.001 par value, 800,000,000 shares authorized, 16,208,000 and 140,800,000 shares issued and outstanding, respectively | 16,208 | 140,800 |
Additional paid-in capital | 107,792 | -16,800 |
Deficit accumulated during the development stage | -206,142 | -155,476 |
Total Stockholders' Deficit | -74,355 | -31,476 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $506 | $534 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 57 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
Impairment of intangible assets | $25,000 | ' | $25,000 | ' | ' |
Professional fees | 11,842 | 9,692 | 47,218 | 26,759 | 162,059 |
General and administrative | 56 | 550 | 3,448 | 3,191 | 19,083 |
Total Operating Expenses | 11,898 | 10,242 | 50,666 | 29,950 | 206,142 |
LOSS FROM OPERATIONS | -11,898 | -10,242 | -50,666 | -29,950 | -206,142 |
NET INCOME (LOSS) | ($11,898) | ($10,242) | ($50,666) | ($29,950) | ($206,142) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $0 | $0 | $0 | $0 | ' |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 16,208,000 | 140,800,000 | 87,859,810 | 140,800,000 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 9 Months Ended | 57 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Net loss | ' | ($50,666) | ($29,950) | ($206,142) |
Common stock issued for services | 3,000 | 3,000 | ' | 3,000 |
Impairment of intangible assets | 25,000 | 25,000 | ' | ' |
Accounts payable | 37,229 | 37,229 | -55 | 37,229 |
Accounts payable - related parties | 37,632 | 37,632 | 20,259 | 37,632 |
Net Cash Used in Operating Activities | ' | -7,815 | -9,746 | -103,281 |
Preferred stock issued for cash | 7,787 | 7,787 | ' | 7,787 |
Common stock issued for cash | ' | ' | ' | 96,000 |
Net Cash Provided by Financing Activities | ' | 7,787 | ' | 103,787 |
NET INCREASE (DECREASE) IN CASH | ' | -28 | -9,746 | 506 |
CASH AT BEGINNING OF PERIOD | ' | 534 | 18,673 | ' |
CASH AT END OF PERIOD | $506 | $506 | $8,927 | $506 |
Common stock issued for subsidiary | ' | ' | ' | 25,000 |
Cancellation of common stock | ' | 124,592 | ' | 124,592 |
Note_1_Condensed_Consolidated_
Note 1 - Condensed Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 1 - Condensed Consolidated Financial Statements | ' |
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |
The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2013, and for all periods presented herein, have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's December 31, 2012 audited consolidated financial statements. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full years. | |
Note_2_Going_Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 2 - Going Concern | ' |
NOTE 2 - GOING CONCERN | |
The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Note_3_Related_Party
Note 3- Related Party | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 3- Related Party | ' |
NOTE 3- RELATED PARTY | |
As of September 30, 2013, the Company is indebted to a related party for the amount of $37,632. This amount is unsecured, non-interest bearing, and due on demand. |
Note_4_Stockholders_Equity
Note 4- Stockholders Equity | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 4- Stockholders Equity | ' |
NOTE 4- STOCKHOLDERS EQUITY | |
On June 6, 2013, the Company, by unanimous written consent of the Directors and the consent of the Stockholders holding a majority of the issued and outstanding shares of Common Stock, authorized to a 1-for-16 forward split of the outstanding common stock so that for every 1 share of common stock held beneficially or of record by a Stockholder, that Stockholder is entitled to receive 15 additional shares of Common Stock as a deemed dividend (the “Forward Split”). As of the date of the approval, the Company had 8,800,000 shares of Common Stock issued and outstanding. After giving effect to the Forward Split the Company will have 140,800,000 shares of Common Stock issued and outstanding. June 6, 2013 shall be the record date (the “Record Date”) for determining beneficially Stockholders and the payment date for the Forward Split shall be determined by the Directors of the Company and/or not less than 30 days following the filing and acceptance of the appropriate certificate with the Secretary of State of the State of Nevada The Forward Split shall be paid by issuing an additional fifteen (15) shares of common stock for every one share of the Company’s Common Stock held by a shareholder and the Forward Split shall have no effect on the authorized shares of Common Stock of the Company. | |
On June 6, 2013, the Company, by unanimous written consent of the Directors and the consent of the Stockholders holding a majority of the issued and outstanding shares of Common Stock, approved the creation of the Class of Series A Preferred Stock (the “Series A Preferred”). The key rights and preferences associated with the Series A Preferred Stock are summarized below: | |
Number in Class. The Series A Preferred shall consist of 20,000,000 shares, $0.001 par value per share. | |
Dividend Rights. In each calendar year, the holders of the then outstanding Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend). | |
Participation Rights. Dividends shall be declared pro rata on the Common Stock and the Series A Preferred Stock on a pari passu basis according to the number of votes per share entitled to be voted by such holders at the time of such dividend. | |
Non Cash Dividends. Whenever a dividend or Distribution shall be payable in property other than cash (other than a Common Stock Dividend), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board. | |
Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company; whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders, first to the holders of each share of Series A Preferred Stock then outstanding and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any available funds and assets on any shares of Common Stock or subsequent series of preferred stock. | |
Redemption. The Company shall not have any redemption rights relating to the Series A Preferred Stock. | |
Voting Provisions. Each share of Series A Preferred Stock shall be entitled to sixteen (16) votes on any matter properly brought before the Company’s shareholders for a vote. | |
On June 19, 2013, the Company’s board of directors authorized the Company to reserve up to 10,500,000 shares of its common stock, par value $0.001 per share, for issuance pursuant to the terms and conditions | |
set forth in the Company’s 2013 Non-Qualified Stock Option and Award Plan (the “Plan”), under which options to acquire stock of the Company or bonus stock may be granted from time to time to employees, including of officers and directors of the Company and/or its subsidiaries. In addition, at the discretion of the board of directors or other administrator of the Plan, options to acquire stock of the Company or bonus stock may from time to time be granted under the Plan to other individuals who contribute to the success of the Company or its subsidiaries but who are not employees of the Company. All options to acquire stock issued under the Plan are exercisable at $0.10 share. The Plan became effective immediately on adoption by the board of directors. However, the Plan will be submitted for approval by those shareholders of the Company who are entitled to vote on such matters at a duly held shareholders' meeting or approved by the unanimous written consent of the holders of the issued and outstanding Stock of the Company. If the Plan is presented at a shareholders' meeting, it shall be approved by the affirmative vote of the holders of a majority of the issued and outstanding voting stock in attendance, in person or by proxy, at such meeting. Notwithstanding the foregoing, the Plan may be approved by the shareholders in any other manner not inconsistent with the Company's articles of incorporation and bylaws, the applicable provisions of state corporate laws, and the applicable provisions of the Code and regulations adopted thereunder. | |
On August 28, 2013, the Company, by unanimous written consent of the Directors and the consent of the Stockholders holding a majority of the issued and outstanding shares of Common Stock, approved the creation of the Class of Series B, C and D Preferred Stock (the “Series A Preferred”). The key rights and preferences associated with the Series B, C, and D Preferred Stock are summarized below: | |
Number in Class. The Series B, C and D Preferred shall each consist of 20,000,000 shares, $0.001 par value per share. | |
Dividend Rights. In each calendar year, the holders of the then outstanding Series B, C, and D Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend). | |
Conversion Rights. The shares of the Series B, C, and D Preferred Stock are convertible into any other securities of the Company. | |
Liquidation Rights. In the event of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Corporation, the holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus, or earnings, dollar value invested per share plus all unpaid dividends previously accrued thereon, to the date of final distribution. No distribution shall be made on any common stock or other series of preferred stock of the Corporation by reason of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Corporation unless each holder of any Series B, C or D Preferred Stock shall have received all amounts to which such holder shall be entitled. | |
Redemption. Subject to the requirements and limitations of the corporation laws of the state of Nevada, the Company shall have the voluntary right to redeem up to 100 percent (100%) of the shares of the Series B, C, and D Preferred Stock outstanding at any time from the date of issuance pursuant to written notice of redemption given to the holders thereof on not less than 30 days, or at any time agreed upon | |
specifying the date. Series B, C, and D Preferred Stock shall be redeemed (the "Redemption Date"). The redemption price for each share of Series B, C, and D Preferred Stock outstanding shall be at the invested amount per share plus any unpaid dividends, if applicable, on such share as of the Redemption Date (the "Redemption Price"). The Redemption Price shall be paid in cash. | |
Voting Provisions. The holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to one (1) vote per shares of the Series B, C, and D Preferred Stock and to vote with the Common Stock of the Corporation on all matters submitted to a vote of Common Stockholders for all purposes. Except as otherwise provided herein or by the laws of the State of Nevada, the holders of the Series B, C, and D Preferred Stock and Common Stockholders shall vote together as one class on all matters submitted to shareholder vote of the Corporation. So long as all or any shares of the Series B, C, and D Preferred Stock remain outstanding, without the approval of at least fifty-one percent (51%) of all outstanding shares of the Preferred Stock, voting separately as a single class, the Corporation shall not (i) authorize or issue any shares, or securities convertible into shares having preference over the 2013 Series A Preferred Stock with respect to the payment of dividends or rights upon dissolution, liquidation, winding up of the Corporation, or distribution of assets; (ii) sell, lease or convey (other than by mortgage) all or substantially all of the property or business of the Corporation, (iii) enter into any debenture, note or other debt instrument that would take priority to the liquidation preference of the Preferred Series A Preferred Stock or otherwise encumber the Company's fixed assets and/or intellectual property, other than in the ordinary course of business (e.g., receivables financing, equipment leases, revolving line of credit, etc), and (iv) increase the number of shares of authorized Preferred Stock nor amend, alter, or repeal any of the provisions of its Certificate of Incorporation in any manner which materially adversely affects the preferences, privileges, restrictions or other rights of the Series A Preferred Stock. |