Document and Entity Information
Document and Entity Information - $ / shares | Aug. 20, 2018 | Jun. 30, 2018 |
Details | ||
Registrant Name | LED Lighting Co | |
Registrant CIK | 1,502,659 | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | ledl | |
Tax Identification Number (TIN) | 463,457,679 | |
Number of common stock shares outstanding | 26,157,195 | |
Filer Category | Smaller Reporting Company | |
Current with reporting | Yes | |
Voluntary filer | No | |
Well-known Seasoned Issuer | No | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Incorporation, State Country Name | Delaware | |
Entity Address, Address Line One | 405 East D Street, Suite G | |
Entity Address, City or Town | Petaluma | |
Entity Address, State or Province | California | |
Entity Address, Postal Zip Code | 94,952 | |
City Area Code | 415 | |
Local Phone Number | 819 – 1157 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Condensed Balance Sheets (June
Condensed Balance Sheets (June 30, 2018 unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 25 | $ 71 |
Total Current Assets | 25 | 71 |
TOTAL ASSETS | 25 | 71 |
Current Liabilities | ||
Accounts payable & accrued expenses | 45,050 | 32,815 |
Accrued Interest | 1,688 | 1,312 |
Shareholder Advances | 0 | 82,129 |
Note payable | 10,000 | 10,000 |
Total Liabilities | 56,738 | 126,256 |
Stockholders' Deficit | ||
Common Stock, Value | 2,616 | 2,616 |
Additional paid-in capital | 4,474,678 | 4,342,352 |
Accumulated deficit | (4,534,007) | (4,471,154) |
Total Stockholders' Deficit | (56,713) | (126,186) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 25 | 71 |
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Condensed Balance Sheets (June3
Condensed Balance Sheets (June 30, 2018 unaudited) - Parenthetical - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 26,157,195 | 26,157,195 |
Common Stock, Shares, Outstanding | 26,157,195 | 26,157,195 |
Codnensed Statements of Operati
Codnensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Details | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of revenue | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Consulting expense | 0 | 0 | 0 | 0 |
Operating expenses | 35,612 | 8,129 | 62,477 | 27,299 |
Loss from operations | (35,612) | (8,129) | (62,477) | (27,299) |
Other income (expense) | ||||
Interest expense | (201) | (175) | (376) | (350) |
Loss before income taxes | (35,813) | (8,304) | (62,853) | (27,649) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (35,813) | $ (8,304) | $ (62,853) | $ (27,649) |
Loss per share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares - basic | 26,157,195 | 26,157,195 | 26,157,195 | 26,157,195 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (62,853) | $ (27,649) |
Changes in operating assets and liabilities | ||
Accounts payable & accrued expenses | 12,611 | 7,567 |
Net cash used in operating activities | (50,242) | (20,082) |
FINANCING ACTIVITIES: | ||
Contributed Capital | 30,196 | 0 |
Advance from Shareholder | 20,000 | 20,086 |
Net cash provided by financing activities | 50,196 | 20,086 |
Net increase (decrease) in cash | (46) | 4 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 71 | 33 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 25 | 37 |
SUPPLEMENTAL DISCLOSURE | ||
Cash paid for interest | 0 | 0 |
Cash paid for income tax | 0 | 0 |
Contribution of Shareholder Advances | $ 102,129 | $ 0 |
1. OVERVIEW
1. OVERVIEW | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
1. OVERVIEW | 1. OVERVIEW Nature of Operations LED LIGHTING COMPANY ("the Company"), formerly known as Fun Media World, Inc., was incorporated under the name of Pinewood Acquisition Corporation under the laws of the State of Delaware on July 19, 2010 and was originally formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 28, 2013, the Companys board of directors and stockholders approved an amendment to the Companys Certificate of Formation to change its corporate name to LED Lighting Company, and the amendment was filed with the Secretary of State of the State of Delaware on May 30, 2013. On May 28, 2013, new officers and directors were appointed and elected and the prior officers and directors resigned, resulting in the change of control of the Company. The LED Lighting Company plans to supply LED (light-emitting diode) light bulbs and light fixtures to the commercial, industrial and consumer/retail markets. All of our products are tested and listed by UL Underwriters Laboratories (UL) or Electrical Testing Laboratories (ETL). Additionally, all products to be supplied will be tested and in compliance with industry standards such as those set up by Energy Star, and the Illuminating Engineering Society of North America (IESNA). On August 17, 2018, the Company entered into an exchange agreement (the Exchange Agreement) with DataSight, Inc., a Nevada corporation (DataSight), and the shareholders of DataSight (the DataSight Shareholders) which own over 90% of the outstanding shares of DataSight and all of the outstanding options issued by DataSight. Under the terms of the Exchange Agreement, the Company will acquire DataSight through the acquisition of all of the outstanding stock of DataSight. In exchange, the Company will issue to the DataSight Shareholders up to 7,329,000 shares of Company stock (the Company Shares) and will issue new options to the DataSight Shareholders which hold options. Upon the closing of the Exchange Agreement, the Company would own DataSight as a subsidiary and the Company intends to change its name to DataSight Corporation and operate the DataSight business plan. DataSight uses drones, specialized sensors and proprietary techniques to gather hard-to-get data in difficult environments to enable DataSight customers to make informed decisions. The Company currently has 26,157,195 shares of common stock outstanding and has committed to having no more than 1,072,713 shares of common stock outstanding as of the closing of the Exchange Agreement. Upon completion of the Exchange Agreement the Company will have approximately 8,401,713 outstanding shares of common stock. The closing of the Exchange Agreement would result in a change of control of the Company. The Exchange Agreement contains representations and warranties of the Company, DataSight and the DataSight Shareholders, and closing conditions, customary for a transaction of this nature, including obtaining Company shareholder approval of an amendment to the Companys certificate of incorporation to (i) change the Companys name to DataSight Corporation and (ii) complete a 26 to 1 reverse split of the outstanding shares of Company common stock. The parties anticipate the closing will occur on or before September 30, 2018. The Exchange Agreement may be terminated by mutual consent of DataSight and the Company or by either party if the closing is not completed by September 30, 2018. The foregoing summary and description of the terms of the transaction contemplated under the Exchange Agreement contained herein is qualified in its entirety by reference to the complete agreement, a copy of which is filed as an exhibit to the Companys Form 8-K filed with the SEC on August 20, 2018 and incorporated herein by reference. Going Concern The Company has sustained operating losses and an accumulated deficit of $4,534,007 since inception of the Company on July 19, 2010 through June 30, 2018. In the six months ended June 30, 2018, the Company incurred a loss of $62,853. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. The management of the Company plans to continue to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company. There is no assurance that the Company will ever be profitable. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Companys condensed financial statements. Such financial statements and accompanying notes are the representations of the Companys management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (GAAP) in all material respects, and have been consistently applied in preparing the accompanying financial statements. Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2018 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on August 15, 2018. Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. Fair Value Measurements ASC 820, Fair Value Measurements Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2018. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. 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 June 30, 2018, there were no deferred taxes. Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. Net Loss Per Share Under the provisions of ASC 260, Earnings per Share, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of June 30, 2018, there were no warrants or stock options outstanding. |
3. LIABILITIES TO RELATED PARTI
3. LIABILITIES TO RELATED PARTIES | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
3. LIABILITIES TO RELATED PARTIES | 3. LIABILITIES TO RELATED PARTIES Company liabilities to related parties consist of the following as of June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Accounts Payable $ 45,050 $ 32,815 Shareholder Advances - 82,129 Total $ 45,050 $ 114,944 |
4. STOCK BASED COMPENSATION
4. STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
4. STOCK BASED COMPENSATION | 4. STOCK BASED COMPENSATION Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the statement of operations. Stock Options On May 28, 2013, the Companys board of directors and stockholders approved the adoption of the LED Lighting Company 2013 Equity Incentive Plan (the 2013 Plan). The 2013 Plan is intended to aid the Company in recruiting and retaining key employees, directors or consultants and to motivate them by providing incentives through the granting of awards of stock options or other stock based awards. The 2013 Plan is administered by the board of directors. Directors, officers, employees and consultants of the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 1,500,000 shares of common stock have been reserved for awards under the 2013 Plan. No options are currently outstanding under the Plan. Warrants As of June 30, 2018, 5,418,628 warrants had been issued with an exercise price of $1.00, and all had expired unexercised. No warrants were issued during the first six months of 2018. A summary of warrant activity as of June 30, 2018 and changes during the three months period since December 31, 2017 is presented below: Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Average Expiration Date Outstanding December 31, 2017 5,418,629 $ 1 0.84 10/01/2016 Exercised - $ - - - Forfeited or Expired (5,418,629) $ - - - Outstanding June 30, 2018 - $ - - 5/30/2017 Exercisable June 30, 2018 - $ - - |
5. STOCKHOLDERS' DEFICIT
5. STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
5. STOCKHOLDERS' DEFICIT | 5. STOCKHOLDERS DEFICIT The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. On August 20, 2018, effective June 30, 2018, three related parties including the Companys CEO and two other shareholders, entered into a conversion agreement. Pursuant to the conversion agreement, the three parties agreed to convert shareholder advances of $102,129 to paid in capital. No common or preferred shares were issued in conjunction with the conversion agreement. As of June 30, 2018, the Company had 26,157,195 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding. As of August 20, 2018 the Company had issued no additional common or preferred stock. |
6. SUBSEQUENT EVENT
6. SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
6. SUBSEQUENT EVENT | 6. SUBSEQUENT EVENT On August 17, 2018, the Company entered into an exchange agreement (the Exchange Agreement) with DataSight, Inc., a Nevada corporation (DataSight), and the shareholders of DataSight (the DataSight Shareholders) which own over 90% of the outstanding shares of DataSight and all of the outstanding options issued by DataSight. Under the terms of the Exchange Agreement, the Company will acquire DataSight through the acquisition of all of the outstanding stock of DataSight. In exchange, the Company will issue to the DataSight Shareholders up to 7,329,000 shares of Company stock (the Company Shares) and will issue new options to the DataSight Shareholders which hold options. Upon the closing of the Exchange Agreement, the Company would own DataSight as a subsidiary and the Company intends to change its name to DataSight Corporation and operate the DataSight business plan. DataSight uses drones, specialized sensors and proprietary techniques to gather hard-to-get data in difficult environments to enable DataSight customers to make informed decisions. The Company currently has 26,157,195 shares of common stock outstanding and has committed to having no more than 1,072,713 shares of common stock outstanding as of the closing of the Exchange Agreement. Upon completion of the Exchange Agreement the Company will have approximately 8,401,713 outstanding shares of common stock. The closing of the Exchange Agreement would result in a change of control of the Company. The Exchange Agreement contains representations and warranties of the Company, DataSight and the DataSight Shareholders, and closing conditions, customary for a transaction of this nature, including obtaining Company shareholder approval of an amendment to the Companys certificate of incorporation to (i) change the Companys name to DataSight Corporation and (ii) complete a 26 to 1 reverse split of the outstanding shares of Company common stock. The parties anticipate the closing will occur on or before September 30, 2018. The Exchange Agreement may be terminated by mutual consent of DataSight and the Company or by either party if the closing is not completed by September 30, 2018. During August 2018 three existing shareholders, including the Companys CEO, invested $50,000 into the Company. The investment was made at a price of $0.75 per share of common stock (after giving effect to the Companys planned reverse stock split and closing of the Exchange Agreement). |
1. OVERVIEW_ Going Concern (Pol
1. OVERVIEW: Going Concern (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Going Concern | Going Concern The Company has sustained operating losses and an accumulated deficit of $4,534,007 since inception of the Company on July 19, 2010 through June 30, 2018. In the six months ended June 30, 2018, the Company incurred a loss of $62,853. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties. These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. The management of the Company plans to continue to use their personal funds or seek equity or debt financing to pay all expenses incurred by the Company. There is no assurance that the Company will ever be profitable. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
2. SUMMARY OF SIGNIFICANT ACC13
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2018 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on August 15, 2018. |
2. SUMMARY OF SIGNIFICANT ACC14
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Use of Estimates | Use of Estimates In preparing these financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments. |
2. SUMMARY OF SIGNIFICANT ACC15
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements |
2. SUMMARY OF SIGNIFICANT ACC16
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2018. |
2. SUMMARY OF SIGNIFICANT ACC17
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. |
2. SUMMARY OF SIGNIFICANT ACC18
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. |
2. SUMMARY OF SIGNIFICANT ACC19
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Income Taxes | 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 June 30, 2018, there were no deferred taxes. |
2. SUMMARY OF SIGNIFICANT ACC20
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Share Based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Share Based Compensation | Share Based Compensation The Company applies ASC 718, Share-Based Compensation to account for its service providers share-based payments. Common stock of the Company was given to service providers to retain their assistance in becoming a U.S. public company, assistance with public company regulations, investors communications and public relations with broker-dealers, market makers and other professional services. In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. There were no forfeitures of share based compensation. |
2. SUMMARY OF SIGNIFICANT ACC21
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Share (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Net Loss Per Share | Net Loss Per Share Under the provisions of ASC 260, Earnings per Share, basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The common stock equivalents have not been included as they are anti-dilutive. As of June 30, 2018, there were no warrants or stock options outstanding. |
3. LIABILITIES TO RELATED PAR22
3. LIABILITIES TO RELATED PARTIES: Schedule of Liabilities to Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Liabilities to Related Parties | June 30, 2018 December 31, 2017 Accounts Payable $ 45,050 $ 32,815 Shareholder Advances - 82,129 Total $ 45,050 $ 114,944 |
4. STOCK BASED COMPENSATION_ Su
4. STOCK BASED COMPENSATION: Summary of Warrant Activity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Summary of Warrant Activity | Warrants [ex Plan Options] Weighted Avg Exercise Price Avg Remaining Contractual Life [Yrs] Weighted Average Expiration Date Outstanding December 31, 2017 5,418,629 $ 1 0.84 10/01/2016 Exercised - $ - - - Forfeited or Expired (5,418,629) $ - - - Outstanding June 30, 2018 - $ - - 5/30/2017 Exercisable June 30, 2018 - $ - - |
1. OVERVIEW (Details)
1. OVERVIEW (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Details | |
Entity Information, Former Legal or Registered Name | Pinewood Acquisition Corporation |
Entity Incorporation, State Country Name | Delaware |
1. OVERVIEW_ Going Concern (Det
1. OVERVIEW: Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Details | |||||
Accumulated deficit | $ (4,534,007) | $ (4,534,007) | $ (4,471,154) | ||
Net loss | $ (35,813) | $ (8,304) | $ (62,853) | $ (27,649) |
3. LIABILITIES TO RELATED PAR26
3. LIABILITIES TO RELATED PARTIES: Schedule of Liabilities to Related Parties (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Details | ||
Accounts Payable | $ 45,050 | $ 32,815 |
Shareholder Advances | 0 | 82,129 |
Total | $ 45,050 | $ 114,944 |
4. STOCK BASED COMPENSATION (De
4. STOCK BASED COMPENSATION (Details) | 6 Months Ended |
Jun. 30, 2018shares | |
Details | |
Shares reserved for Awards | 1,500,000 |
4. STOCK BASED COMPENSATION_ 28
4. STOCK BASED COMPENSATION: Summary of Warrant Activity (Details) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Details | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 5,418,629 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 0 years | 10 months 2 days | |
Awards outstanding, Weighted Average Expiration date, Start of Period | Oct. 1, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | (5,418,629) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 0 | 5,418,629 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0 | $ 1 | $ 0 |
Awards outstanding, Weighted Average Expiration date, End of Period | May 30, 2017 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 0 years |
5. STOCKHOLDERS' DEFICIT (Detai
5. STOCKHOLDERS' DEFICIT (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Details | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 26,157,195 | 26,157,195 |
Common Stock, Shares, Outstanding | 26,157,195 | 26,157,195 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Stock Issued During Period, Shares, Other | 0 |
6. SUBSEQUENT EVENT (Details)
6. SUBSEQUENT EVENT (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Event 1 | |
Subsequent Event, Date | Aug. 17, 2018 |
Subsequent Event, Description | Company entered into an exchange agreement (the “Exchange Agreement”) with DataSight, Inc. |
Event 2 | |
Subsequent Event, Description | three existing shareholders, including the Company’s CEO, invested $50,000 into the Company |