Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | Bnet Media Group, Inc. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
Trading Symbol | bnet | |
Amendment Flag | false | |
Entity Central Index Key | 1,501,268 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 35,015,000 | |
Entity Public Float | $ 35,015,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 15,550 | |
Total Current Assets | 15,550 | |
Other Assets | 18,866 | |
TOTAL ASSETS | 34,416 | |
CURRENT LIABILITIES | ||
Accounts payable | $ 75,505 | 69,544 |
Accounts payable-related parties | 123,586 | 60,580 |
Total Current Liabilities | 199,091 | 130,124 |
Total Liabilities | $ 199,091 | $ 130,124 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock series A: $0.001 par value, 20,000,000 shares authorized, 20,000,000 shares issued and outstanding | 20,000 | 20,000 |
Preferred stock series B: $0.001 par value, 20,000,000 shares authorized, 8,021,796 shares issued and outstanding | $ 8,022 | $ 8,022 |
Preferred stock series D: $0.001 par value, 20,000,000 shares authorized, 20,000,000 shares issued and outstanding | 20,000 | 20,000 |
Common stock: $0.001 par value, 800,000,000 shares authorized, 35,015,000 shares issued and outstanding | $ 35,015 | $ 35,015 |
Additional paid-in capital | 249,474 | 249,474 |
Accumulated deficit | (531,602) | (428,219) |
Total Stockholders' Equity (Deficit) | $ (199,091) | (95,708) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 34,416 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES | ||
REVENUES | $ 3,000 | |
OPERATING EXPENSES | ||
Professional fees | $ 65,972 | 46,247 |
General and administrative | 19,593 | 131,963 |
Total Operating Expenses | 85,565 | 178,210 |
LOSS FROM OPERATIONS | (85,565) | (175,210) |
OTHER EXPENSES | ||
Impairment expense | (18,866) | |
Other income | 1,048 | |
Total Other Expenses | (17,818) | |
NET INCOME (LOSS) | $ (103,383) | $ (175,210) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ 0 | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING | 35,015,000 | 26,225,740 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common stock | Preferred Stock - A | Preferred Stock - B | Preferred Stock - D | Additional Paid In Capital | Accumulated Deficit | Total |
stock issued for liabilities, value | $ 5,800 | $ 46,400 | $ 52,200 | ||||
stock issued for liabilities, shares | 5,800,000 | 5,800,000 | |||||
stock issued for services, value | $ 13,587 | $ 6,413 | $ 20,000 | $ 82,217 | $ 20,000 | ||
stock issued for services, shares | 13,587,000 | 6,413,000 | 20,000,000 | (2,000) | 19,998,000 | ||
stock issued for settlement of debt, value | $ 5,220 | $ 580 | $ 5,800 | ||||
stock issued for settlement of debt, shares | 5,220,000 | 5,220,000 | |||||
NET LOSS | $ (175,210) | $ (175,210) | |||||
Balance preferred shares, beginning balance at Dec. 31, 2014 | 7,787 | 8,021,795 | 8,029,582 | ||||
Balance common shares, beginning balance at Dec. 31, 2014 | 16,208,000 | 16,208,000 | |||||
Stockholders' Equity, beginning balance at Dec. 31, 2014 | $ 16,208 | $ 7,787 | $ 8,022 | 118,636 | (253,009) | $ (102,356) | |
Balance preferred shares, ending balance at Dec. 31, 2015 | 12,220,787 | 8,021,795 | 20,000,000 | 40,242,582 | |||
Balance common shares, ending balance at Dec. 31, 2015 | 35,015,000 | 35,015,000 | |||||
Stockholders' Equity, ending balance at Dec. 31, 2015 | $ 35,015 | $ 20,000 | $ 8,022 | $ 20,000 | 249,474 | (428,219) | $ (95,708) |
NET LOSS | (103,383) | $ (103,383) | |||||
Balance preferred shares, ending balance at Dec. 31, 2016 | 12,220,787 | 8,021,795 | 20,000,000 | 40,242,582 | |||
Balance common shares, ending balance at Dec. 31, 2016 | 35,015,000 | 35,015,000 | |||||
Stockholders' Equity, ending balance at Dec. 31, 2016 | $ 35,015 | $ 20,000 | $ 8,022 | $ 20,000 | $ 249,474 | $ (531,602) | $ (199,091) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Profit (loss) | $ (103,383) | $ (175,210) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 12,228 | |
Impairment of other assets | 18,866 | |
Preferred stock issued for services | $ 111,630 | |
Changes in operating assets and liabilities: | ||
Accounts payable - related party | 63,006 | 31,712 |
Accounts payable | 5,961 | (4,006) |
Net Cash Used in Operating Activities | (15,550) | (23,646) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party payable | 38,600 | |
Net Cash Provided by Financing Activities | 38,600 | |
NET INCREASE (DECREASE) IN CASH | (15,550) | 14,954 |
CASH AT BEGINNING OF PERIOD | $ 15,550 | 596 |
CASH AT END OF PERIOD | 15,550 | |
NON CASH FINANCING ACTIVITIES: | ||
Common stock issued for settlement of related party payable | 5,800 | |
Preferred "Series A" stock issued for settlement of related party payable | $ 52,200 |
Note 1 - Organization and Busin
Note 1 - Organization and Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 1 - Organization and Business Operations | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Nature of Business Bnet Media Group, Inc. (The Company), was incorporated in the state of Nevada on December 29, 2008 for the purpose of providing marketing services to companies and individuals. The Company has not yet realized any revenues from operations. The Companys efforts, to date, have focused primarily on the development and implementation of our business plan. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Accounting Estimates The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Financial instruments, including cash and accrued expenses and other liabilities are carried at amounts, which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest, which are consistent with market rates. Loss per Common Share Basic earnings (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share include the dilutive effect, if any, from the potential exercise of stock options using the treasury stock method. At December 31, 2016 and 2015, the Companys common share equivalents consisted of convertible preferred stock in the amount of 28,021,796 and 28,021,796, respectively, which were excluded from loss per share because their effect would be anti-dilutive. For the Year ended December 31, 2016 For the Year ended December 31, 2015 Loss (numerator) $ (103,383) $ (175,210) Shares (denominator) 35,015,000 26,225,740 Per share amount $ (0.00) $ (0.01) Cash and Cash Equivalents The Company considers all highly liquid investment with an original maturity of three months or less to be cash equivalents. At December 31, 2016 and 2015, cash and cash equivalents include cash on hand and cash in the bank. Long-Lived Assets The Company periodically reviews the carrying amount of long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the asset's carrying amount. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. As a result of this analysis, the Company determined during the current year that the Ruby Art Carvings acquired in 2014 (previously recorded in Other Assets on prior years balance sheets) to be impaired and has recorded an impairment loss in the amount of $18,866 and $0 during the years ended December 31, 2016 and 2015, respectively. Concentration of Credit Risk The Company maintains its operating cash balances in a commercial bank. The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000. Stock-based compensation The Company recognizes compensation expense for all stock-based compensation awards based on the grant-date fair value estimated in accordance with the provisions of ASC 718. Income Taxes Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. Recent Accounting Pronouncements The FASB established the Accounting Standards Codification (Codification or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP). Rules and interpretative releases of the Securities and Exchange Commission (SEC) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Recent Accounting Standards Update (ASU) through ASU No. 2016-09 contain technical corrections to existing guidance or affect guidance to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 3 - Going Concern | NOTE 3 - GOING CONCERN The Company's 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. These factors raise substantial doubt about the Companys ability to continue as a going concern. 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 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 4 - Stockholders' Equity | NOTE 4 STOCKHOLDERS EQUITY Preferred Stock The Company has 160,000,000 preferred shares authorized at par value of $0.001. Series A Preferred Stock 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. Dividend Rights. Participation Rights. Non Cash Dividends. Liquidation Rights. Redemption. Voting Provisions. On June 19, 2013, the Companys 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 Companys 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. Series B, C and D Preferred Stock On August 28, 2013, the Company created a class of Series B, C and D Preferred Stock (the Series B, C and D Preferred). The key rights and preferences associated with the Series B, C, and D Preferred Stock are summarized below: Number in Class. Dividend Rights. Conversion Rights. Liquidation Rights. Redemption. Voting Provisions. 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. Common Stock The Company has 800,000,000 common shares authorized at par value of $0.001 and 35,015,000shares issued and outstanding at December 31, 2016. The following is a list of all issuances of the Companys common stock: 2015 Equity Issuances On July 20, 2015, the Companys board of directors approved the issuance of 40,000,000 shares of the Companys securities as follows: 6,413,000 shares of Series A Non-convertible Preferred Stock at a price of $0.0146 per share, for a total of $93,630; 13,587,000 shares of Common Stock at a price of $0.0009 per shares for a total of $12,228, and 20,000,000 shares of Series D Convertible Preferred Stock at a price of $0.001 per share, for a total of $18,000. The securities were issued to the Companys Chief Executive Officer, Chief Financial Officer, and a Director in lieu of cash as full payment for $40,000 in funds advanced to the Company to pay the Companys operations expenses and in lieu of payment of $123,858 for service rendered to the Company. On April 8, 2015, our board approved the issuance of the following securities as follows: 5,800,000 shares of Series A Non-convertible Preferred Stock at a price of $0.0146 per share, for a total of $52,200; and 5,220,000 shares of Common Stock at a price of $0.0009 per shares for a total of $5,800. The securities were issued to our Chief Executive Officer, Gerald Sklar and a Company Director in lieu of cash as full payment for $58,000. Our securities were issued in reliance on an exemption from registration available under Section 4(2) of the Securities Act of 1933, as amended. 2016 Equity Issuances No equity was issued by the Company during 2016. Stock Incentive Plans On June 19, 2013, the Companys 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 Companys 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. 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. |
Note 5 - Income Taxes
Note 5 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 5 - Income Taxes | NOTE 5 INCOME TAXES Net deferred tax assets consist of the following components as of December 31, 2016 and 2015: December 31, 2016 December 31, 2015 Net operating loss carryover $ 94,442 $ 65,707 Stock issued for services 42,805 42,805 Impairment expense 12,194 5,780 Valuation allowance (149,442) (114,292) Net deferred tax asset $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the periods ended December 31, 2016 and 2015. At December 31, 2016, the Company had net operating loss carry forwards of approximately$277,772 that may be offset against future taxable income through 2035. No tax benefit has been reported in the December 31, 2016, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. 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. A change in ownership may limit net operating loss carry forwards in future years. 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. A change in ownership may limit net operating loss carry forwards in future years. |
Note 6 - Related Party Transact
Note 6 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 6 - Related Party Transactions | NOTE 6 RELATED PARTY TRANSACTIONS As of December 31, 2016 and 2015, the Company is indebted to a related parties in the amount of $123,586 and $60,580, respectively. These amounts represent periodic expenses paid on behalf of the Company and advances made to the Company by officers. These amounts are unsecured, non-interest bearing, and due on demand. See Note 4 for related party shareholders equity transactions. |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 7 - Subsequent Events | NOTE 7 SUBSEQUENT EVENTS The Company evaluated subsequent events through the date the financial statements were issued and there were no significant subsequent events to report. |