Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Empire Global Gaming, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 269,801,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001501862 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-54908 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 21,591 | $ 65,178 |
Total Current Assets | 21,591 | 65,178 |
Intangible assets, net | 30,000 | |
TOTAL ASSETS | 51,591 | 65,178 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 3,315 | 3,903 |
Accrued interest | 5,215 | 1,236 |
Accrued interest - related parties | 33,319 | 31,668 |
Notes payable - related parties | 167,393 | 167,393 |
Total Current Liabilities | 209,242 | 204,200 |
Convertible notes payable, net | 24,911 | 5,735 |
TOTAL LIABILITIES | 234,153 | 209,935 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS’ DEFICIT: | ||
Common stock: $0.001 par value; 980,000,000 authorized, 269,801,000 and 257,301,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 269,801 | 257,301 |
Common shares to be issued | 200 | 200 |
Additional paid-in capital | 838,372 | 838,372 |
Accumulated deficit | (1,290,935) | (1,240,630) |
TOTAL STOCKHOLDERS' DEFICIT | (182,562) | (144,757) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 51,591 | $ 65,178 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 980,000,000 | 980,000,000 |
Common stock, shares issued | 269,801,000 | 257,301,000 |
Common stock, shares outstanding | 269,801,000 | 257,301,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUES | ||
OPERATING EXPENSES: | ||
General and administrative expenses | 12,999 | 8,788 |
TOTAL OPERATING EXPENSES | 12,999 | 8,788 |
LOSS FROM OPERATIONS | (12,999) | (8,788) |
OTHER EXPENSE: | ||
Interest expense | (3,979) | (1,127) |
Interest expense - related parties | (1,651) | (1,651) |
Amortization of debt discount | (31,676) | |
TOTAL OTHER EXPENSE | (37,306) | (2,778) |
NET LOSS | $ (50,305) | $ (11,566) |
NET LOSS PER COMMON SHARE: | ||
Basic and diluted (in Dollars per share) | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: | ||
Basic and diluted (in Shares) | 258,273,222 | 257,301,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders’ Deficit - USD ($) | Common Stock | Common Shares to be Issued | Additional Paid in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2019 | $ 257,301 | $ 664,099 | $ (1,159,456) | $ (238,056) | |
Balances (in Shares) at Dec. 31, 2019 | 257,301,000 | ||||
Net loss | (11,566) | (11,566) | |||
Balances at Mar. 31, 2020 | $ 257,301 | 664,099 | (1,171,022) | (249,622) | |
Balances (in Shares) at Mar. 31, 2020 | 257,301,000 | ||||
Balances at Dec. 31, 2020 | $ 257,301 | $ 200 | 838,372 | (1,240,630) | (144,757) |
Balances (in Shares) at Dec. 31, 2020 | 257,301,000 | 200,000 | |||
Conversion of convertible note payable to common stock | $ 12,500 | 12,500 | |||
Conversion of convertible note payable to common stock (in Shares) | 12,500,000 | ||||
Net loss | (50,305) | (50,305) | |||
Balances at Mar. 31, 2021 | $ 269,801 | $ 200 | $ 838,372 | $ (1,290,935) | $ (182,562) |
Balances (in Shares) at Mar. 31, 2021 | 269,801,000 | 200,000 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (50,305) | $ (11,566) |
Adjustment to reconcile change in net loss to net cash used in operating activities: | ||
Amortization of debt discount | 31,676 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | (588) | (2,040) |
Accrued interest | 3,979 | 1,127 |
Accrued interest - related parties | 1,651 | 1,651 |
NET CASH USED IN OPERATING ACTIVITIES | (13,587) | (10,828) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments towards intellectual property | (30,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (30,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable - other | 8,000 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,000 | |
Net decrease in cash | (43,587) | (2,828) |
Cash, beginning of year | 65,178 | 3,113 |
Cash, end of period | 21,591 | 285 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
NON-CASH ACTIVITIES: | ||
Conversion of convertible note payable to common stock | $ 12,500 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION Empire Global Gaming, Inc. (“EGG”) was incorporated in the State of Nevada on May 11, 2010 in order to actively engage in the gaming business worldwide. The Company is developing a complete line of public and casino grade gaming products for roulette, blackjack, craps, baccarat, mini baccarat, pinwheels, Sic Bo, slot machines, poker tables and bingo games. The Company also provides advice to consumers on several different lottery type games. On March 3, 2021 the Company created two new subsidiaries, Empire Mobile Apps, Inc. and Empire IP, Inc (collectively with EGG, the “Company”). The Company plans to use these subsidiaries for services with mobile applications. As of March 31, 2021, these subsidiaries had no activity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included, operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. For further information, refer to the financial statements and footnotes thereto, included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2020, filed with the SEC on April 14, 2021. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions which affect the reporting of assets and liabilities as of the dates of the financial statements and revenues and expenses during the reporting period. These estimates primarily relate to the sales recognition, allowance for doubtful accounts, inventory obsolescence and asset valuations. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the periods they are determined to be necessary. FAIR VALUE OF FINANCIAL INSTRUMENTS Generally Accepted Accounting Principles (“GAAP”) requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. As of March 31, 2021 and December 31, 2020, the Company did not have any Level 2 or Level 3 financial instruments. NEW ACCOUNTING PRONOUNCEMENTS In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. At March 31, 2021 and December 31, 2020, the Company had $0 over the insurable limit. CONVERTIBLE INSTRUMENTS The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for FASB Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. INCOME TAXES The Company is deemed a corporation and thus is a taxable entity. No provision for income taxes was reflected in the accompanying unaudited condensed consolidated financial statements, as the Company did not have income through March 31, 2021. There were no uncertain tax positions that would require recognition in the unaudited condensed consolidated financial statements through March 31, 2021. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the date of filing, and the current and prior three years remain subject to examination as of December 31, 2020. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. The Company accounts for income taxes under ASC 740-10-30, Income Taxes VALUATION OF GOODWILL AND INTANGIBLE ASSETS The Company assesses goodwill and intangible assets for potential impairments at the end of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating goodwill and intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing of the goodwill and intangible assets assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company will perform a two-step goodwill and intangible assets impairment test to identify potential goodwill and intangible assets impairment and measure the amount of goodwill and intangible assets impairment to be recognized, if any. In the first step of the review process, the Company compares the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If the estimated fair value of the reporting unit is less than its carrying amount, the Company proceeds to the second step of the review process to calculate the implied fair value of the reporting unit goodwill and intangible assets in order to determine whether any impairment is required. The Company calculates the implied fair value of the reporting unit goodwill and intangible assets by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill and intangible assets exceeds the implied fair value of the intangible assets, the Company recognizes an impairment loss for that excess amount. In allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit, the Company uses industry and market data, as well as knowledge of the industry and the Company’s past experiences. The Company bases its calculation of the estimated fair value of a reporting unit on the income approach. For the income approach, the Company uses internally developed discounted cash flow models that include, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. The Company bases these assumptions on its historical data and experience, third-party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. The Company had no goodwill and intangible assets impairment charges for the three months ended March 31, 2021, and as of the date of each of the most recent detailed tests, the estimated fair value of each of its reporting units exceeded its’ respective carrying amount by more than 100% based on its models and assumptions. RECOGNITION OF REVENUE The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ASC 606 prescribes a five step process to achieve its core principle. The Company recognizes revenue from product sales as follows: I. Identify the contract with the customer. II. Identify the contractual performance obligations. III. Determine the amount of consideration/price for the transaction. IV. Allocate the determined amount of consideration/price to the contractual obligations. V. Recognize revenue when or as the performing party satisfies performance obligations. The consideration/price for the transaction (performance obligation(s)) is determined as per the invoice for the products. The Company derives its revenue from sale of gaming products and from fees earned for the use of its online lottery number selecting application. The Company recognizes revenue from product sales only when there is persuasive evidence of an arrangement, delivery has occurred, the sale price is determinable and collectability is reasonably assured and from fees as paid for in an online transaction. STOCK BASED COMPENSATION The Company follows FASB ASC 718, Compensation – Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the unaudited condensed consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee or non-employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). For the three months ended March 31, 2021 and 2020, the Company had no stock based compensation. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company’s unaudited condensed consolidated financial statements have been 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 incurred net losses of $50,305 during the three months ended March 31, 2021. Cash on hand will not be sufficient to cover debt repayments, operating expenses and capital expenditure requirements for at least twelve months from the unaudited condensed balance sheet date. As of March 31, 2021, the Company had an accumulated deficit of $1,290,935 and a working capital deficit of $187,651. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from operations, any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. 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 fina |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 4 – LOSS PER SHARE The Company utilizes the guidance per ASC 260, Earnings Per Share March 31, 2021 2020 Convertible notes payable 155,187,200 - Total diluted shares 155,187,200 - |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS In January 2021, the Company invested $30,000 to develop a mobile gaming application Blackjack Plus, which is currently available on the Apple iStore, and is exclusively owned by the Company. The Company recorded this as an intangible asset on the accompanying condensed balance sheet. As of March 31, 2021, the Company determined that no impairment of intangible assets was deemed necessary. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6 – CONVERTIBLE NOTES On December 1, 2018, the Company issued a grid note payable to a third party for $13,500 which was used for audit and legal fees. The note bears interest at 10% per annum and is due on December 31, 2019. This note was extended to December 31, 2020. Through December 31, 2020, the Company borrowed an additional $102,255 relating to this note payable. On November 20, 2020 the Company received a forbearance letter amending the terms of the grid promissory note by adding a conversion feature to the note, thereby making the note a convertible note. The amended note is due on December 31, 2022, bearing interest at 10% per annum. The holder has the option to lend additional amounts to the borrower from time to time in the future, on the terms set forth in this agreement. This grid promissory note contains a provision for conversion at the holder’s option of any outstanding principal balance including accrued interest, into the Company’s common stock at a conversion price equal to par value, $0.001 per share. The Company analyzed if the changes to this note were considered a modification or an extinguishment of debt, and determined it was an extinguishment of debt. The Company recognized there was a beneficial conversion feature associated with this note, and recorded a debt discount of $115,755, and for the year ended December 31, 2020 amortization of debt discount associated with this note was $3,458. For the three months ended March 31, 2021, debt discount for this note was $86,100 and the amortization of the debt discount associated with this note was $13,697. On March 24, 2021 the note holder converted $12,500 of principal from their convertible note into 12,500,000 shares of common stock at a rate of $0.001 per share in accordance with the terms of the convertible note. The principal amount of the note at March 31, 2021 and December 31, 2020 is $103,255 and $115,755 and the related accrued interest is $3,571 and $744, respectively. On June 1, 2019, the Company issued a grid note payable to a third party for $10,118 which was used for audit and filing fees. The note bears interest at 10% per annum and is due on December 31, 2019. This note was extended to December 31, 2020. Through December 31, 2020, the Company borrowed an additional $32,600 relating to this note payable. On November 20, 2020 the Company received a forbearance letter amending the terms of the grid promissory note by adding a conversion feature to the note, thereby making the note a convertible note. The amended note is due on December 31, 2022, bearing interest at 10% per annum. The holder has the option to lend additional amounts to the borrower from time to time in the future, on the terms set forth in this agreement. This grid promissory note contains a provision for conversion at the holder’s option of any outstanding principal balance including accrued interest, into the Company’s common stock at a conversion price equal to par value, $0.001 per share. The Company analyzed if the changes to this note were considered a modification or an extinguishment of debt, and determined it was an extinguishment of debt. The Company recognized there was a beneficial conversion feature associated with this note, and recorded a debt discount of $46,718, and for the year ended December 31, 2020 amortization of debt discount associated with this note was $2,277. For the three months ended March 31, 2021, debt discount for this note was $38,961 and the amortization of the debt discount associated with this note was $5,480. The principal amount of the note at March 31, 2021 and December 31, 2020 is $46,718 and the related accrued interest is $1,643 and $492, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 7 – NOTES PAYABLE – RELATED PARTIES The Company had notes payable to a stockholder who is our chief executive officer. The note bears interest at 4% per annum and is due on December 31, 2018. This note was extended to December 31, 2021. The note payable had an unpaid balance of $167,393 as of March 31, 2021 and December 31, 2020. The Company recorded interest expense of $1,651 and $1,651 for the three months ended March 31, 2021 and 2021, respectively, for these notes payable. Accrued interest related to the remaining note payable was $33,319 and $31,668 as of March 31, 2021 and December 31, 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company evaluates contingencies on an ongoing basis and is not currently a party to any legal proceeding that management believes could have a material adverse effect on our results of operations. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 9 – EQUITY Common Stock On November 20, 2020, in accordance with a notice of forbearance regarding a grid promissory note issued on December 1, 2018, the Company granted 100,000 shares of common stock to a third party note holder as finance costs, valued at fair market value of $0.06 per share, or $6,000. These share have not been issued as of March 31, 2021 and are included on the statement of stockholders equity as shares to be issued. On November 20, 2020, in accordance with a notice of forbearance regarding a grid promissory note issued on June 1, 2019, the Company granted 100,000 shares of common stock to a third party note holder as finance costs, valued at fair market value of $0.06 per share, or $6,000. These share have not been issued as of March 31, 2021 and are included on the statement of stockholders equity as shares to be issued. On March 24, 2021 a note holder converted $12,500 of principal from their convertible note into 12,500,000 shares of common stock at a rate of $0.001 per share in accordance with the terms of their convertible note. As of March 31, 2021 and December 31, 2020, the Company has 980,000,000 authorized shares of common stock, par value $0.001, of which 269,801,000 and 257,301,000 shares are issued and outstanding, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS Management has evaluated all transactions and events after the balance sheet date through the date on which these financials were available to be issued, and except as already included in the notes to these unaudited condensed consolidated financial statements, has determined that no additional disclosures are required. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included, operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other period. For further information, refer to the financial statements and footnotes thereto, included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2020, filed with the SEC on April 14, 2021. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions which affect the reporting of assets and liabilities as of the dates of the financial statements and revenues and expenses during the reporting period. These estimates primarily relate to the sales recognition, allowance for doubtful accounts, inventory obsolescence and asset valuations. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the unaudited condensed consolidated financial statements in the periods they are determined to be necessary. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Generally Accepted Accounting Principles (“GAAP”) requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. As of March 31, 2021 and December 31, 2020, the Company did not have any Level 2 or Level 3 financial instruments. |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. The Company had no cash equivalents as of March 31, 2021 and December 31, 2020. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. At March 31, 2021 and December 31, 2020, the Company had $0 over the insurable limit. |
CONVERTIBLE INSTRUMENTS | CONVERTIBLE INSTRUMENTS The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for FASB Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument”. The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
INCOME TAXES | INCOME TAXES The Company is deemed a corporation and thus is a taxable entity. No provision for income taxes was reflected in the accompanying unaudited condensed consolidated financial statements, as the Company did not have income through March 31, 2021. There were no uncertain tax positions that would require recognition in the unaudited condensed consolidated financial statements through March 31, 2021. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the date of filing, and the current and prior three years remain subject to examination as of December 31, 2020. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. The Company accounts for income taxes under ASC 740-10-30, Income Taxes |
VALUATION OF GOODWILL AND INTANGIBLE ASSETS | VALUATION OF GOODWILL AND INTANGIBLE ASSETS The Company assesses goodwill and intangible assets for potential impairments at the end of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the asset. In evaluating goodwill and intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying value, then no further testing of the goodwill and intangible assets assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company will perform a two-step goodwill and intangible assets impairment test to identify potential goodwill and intangible assets impairment and measure the amount of goodwill and intangible assets impairment to be recognized, if any. In the first step of the review process, the Company compares the estimated fair value of the reporting unit with its carrying value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If the estimated fair value of the reporting unit is less than its carrying amount, the Company proceeds to the second step of the review process to calculate the implied fair value of the reporting unit goodwill and intangible assets in order to determine whether any impairment is required. The Company calculates the implied fair value of the reporting unit goodwill and intangible assets by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill and intangible assets exceeds the implied fair value of the intangible assets, the Company recognizes an impairment loss for that excess amount. In allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit, the Company uses industry and market data, as well as knowledge of the industry and the Company’s past experiences. The Company bases its calculation of the estimated fair value of a reporting unit on the income approach. For the income approach, the Company uses internally developed discounted cash flow models that include, among others, the following assumptions: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. The Company bases these assumptions on its historical data and experience, third-party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. The Company had no goodwill and intangible assets impairment charges for the three months ended March 31, 2021, and as of the date of each of the most recent detailed tests, the estimated fair value of each of its reporting units exceeded its’ respective carrying amount by more than 100% based on its models and assumptions |
RECOGNITION OF REVENUE | RECOGNITION OF REVENUE The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers ASC 606 prescribes a five step process to achieve its core principle. The Company recognizes revenue from product sales as follows: I. Identify the contract with the customer. II. Identify the contractual performance obligations. III. Determine the amount of consideration/price for the transaction. IV. Allocate the determined amount of consideration/price to the contractual obligations. V. Recognize revenue when or as the performing party satisfies performance obligations. The consideration/price for the transaction (performance obligation(s)) is determined as per the invoice for the products. The Company derives its revenue from sale of gaming products and from fees earned for the use of its online lottery number selecting application. The Company recognizes revenue from product sales only when there is persuasive evidence of an arrangement, delivery has occurred, the sale price is determinable and collectability is reasonably assured and from fees as paid for in an online transaction. |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION The Company follows FASB ASC 718, Compensation – Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the unaudited condensed consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee or non-employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). For the three months ended March 31, 2021 and 2020, the Company had no stock based compensation. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basis and outstanding shares excluded from per share computations | March 31, 2021 2020 Convertible notes payable 155,187,200 - Total diluted shares 155,187,200 - |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Insurable limit | $ 0 | $ 0 | |
Carrying amount percentage | 100.00% | ||
Stock-based compensation | $ 0 | $ 0 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (50,305) | $ (11,566) | |
Accumulated deficit | (1,290,935) | $ (1,240,630) | |
Working capital deficit | $ 187,651 |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basis and outstanding shares excluded from per share computations - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total diluted shares | 155,187,200 | |
Convertible notes payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total diluted shares | 155,187,200 |
Intangible Assets (Details)
Intangible Assets (Details) | Jan. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | $ 30,000 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 24, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 20, 2020 | Jun. 01, 2019 | Dec. 01, 2018 | |
Notes payable [Member] | ||||||
Convertible Notes (Details) [Line Items] | ||||||
Notes payable | $ 13,500 | |||||
Note bears interest rate | 10.00% | |||||
Convertible Notes [Member] | ||||||
Convertible Notes (Details) [Line Items] | ||||||
Notes payable | $ 102,255 | |||||
Interest rate | 10.00% | |||||
Conversion price per share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Beneficial conversion of debt discount | $ 13,697 | 115,755 | ||||
Amortization of debt discount | 86,100 | 3,458 | ||||
Converted principal | $ 12,500 | |||||
Converted shares of common stock (in Shares) | 12,500,000 | |||||
Principal amount | 103,255 | 115,755 | ||||
Accrued interest | 3,571 | 744 | ||||
Convertible Notes Payable [Member] | ||||||
Convertible Notes (Details) [Line Items] | ||||||
Notes payable | 32,600 | $ 10,118 | ||||
Note bears interest rate | 10.00% | 10.00% | ||||
Conversion price per share (in Dollars per share) | $ 0.001 | |||||
Beneficial conversion of debt discount | 38,961 | 46,718 | ||||
Amortization of debt discount | 5,480 | 2,277 | ||||
Principal amount | 46,718 | 46,718 | ||||
Accrued interest | $ 1,643 | $ 492 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||||
Notes payable bear interest rate | 4.00% | |||
Notes payable to stockholder | $ 167,393 | $ 167,393 | ||
Interest expense - notes payable | 1,651 | $ 1,651 | ||
Accrued interest | $ 33,319 | $ 31,668 |
Equity (Details)
Equity (Details) - USD ($) | Jun. 01, 2019 | Dec. 01, 2018 | Mar. 24, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 20, 2020 |
Equity (Details) [Line Items] | ||||||
Common stock, shares authorized | 980,000,000 | 980,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 269,801,000 | 257,301,000 | ||||
Common stock, shares outstanding | 269,801,000 | 257,301,000 | ||||
Grid Promissory Note [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Shares of common stock | 100,000 | 100,000 | ||||
Fair market value per share (in Dollars per share) | $ 0.06 | $ 0.06 | ||||
Fair market value (in Dollars) | $ 6,000 | $ 6,000 | ||||
Convertible Debt [Member] | ||||||
Equity (Details) [Line Items] | ||||||
Shares of common stock | 12,500,000 | |||||
Fair market value per share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Converted principal (in Dollars) | $ 12,500 |