Document and Entity Information
Document and Entity Information - $ / shares | Oct. 23, 2018 | Sep. 30, 2018 |
Details | ||
Registrant Name | DATASIGHT CORP | |
Registrant CIK | 1,502,659 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | dts | |
Tax Identification Number (TIN) | 463,457,679 | |
Number of common stock shares outstanding | 27,890,537 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 000-54146 | |
Entity Incorporation, State Country Name | Delaware | |
Entity Address, Address Line One | 2451 South Buffalo Drive, Suite 105 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | Nevada | |
Entity Address, Postal Zip Code | 89,117 | |
City Area Code | 702 | |
Local Phone Number | 442 – 0996 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Condensed Balance Sheets (Septe
Condensed Balance Sheets (September 30, 2018 unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 3,698 | $ 71 |
Total Current Assets | 3,698 | 71 |
TOTAL ASSETS | 3,698 | 71 |
Current Liabilities | ||
Accounts payable & accrued expenses | 0 | 32,815 |
Accrued Interest | 1,893 | 1,312 |
Shareholder Advances | 0 | 82,129 |
Note payable | 10,000 | 10,000 |
Total Liabilities | 11,893 | 126,256 |
Stockholders' Deficit | ||
Common Stock, Value | 2,789 | 2,616 |
Additional paid-in capital | 4,524,505 | 4,342,352 |
Accumulated deficit | (4,535,489) | (4,471,154) |
Total Stockholders' Deficit | (8,195) | (126,186) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 3,698 | 71 |
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Condensed Balance Sheets (Sep_2
Condensed Balance Sheets (September 30, 2018 unaudited) - Parenthetical - $ / shares | Sep. 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, Outstanding | 27,890,537 | 26,157,195 |
Common Stock, Shares, Issued | 27,890,537 | 26,157,195 |
Codnensed Statements of Operati
Codnensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 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 | 1,277 | 8,515 | 63,754 | 35,814 |
Loss from operations | (1,277) | (8,515) | (63,754) | (35,814) |
Other income (expense) | 0 | 30 | 0 | 30 |
Interest expense | (205) | 0 | (581) | (350) |
Loss before income taxes | (1,482) | (8,485) | (64,335) | (36,134) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (1,482) | $ (8,485) | $ (64,335) | $ (36,134) |
Loss per share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares - basic | 27,246,719 | 26,157,195 | 26,521,705 | 26,157,195 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (64,335) | $ (36,134) |
Changes in operating assets and liabilities | ||
Accounts payable & accrued expenses | (32,234) | 16,004 |
Net cash used in operating activities | (96,569) | (20,130) |
FINANCING ACTIVITIES: | ||
Contributed Capital | 30,196 | 0 |
Sale of Common Stock | 50,000 | 0 |
Advance from Shareholder | 20,000 | 20,136 |
Net cash provided by financing activities | 100,196 | 20,136 |
Net increase in cash | 3,627 | 6 |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 71 | 33 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 3,698 | 39 |
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 | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
1. OVERVIEW | 1. OVERVIEW Nature of Operations DataSight Corporation, f/k/a LED Lighting Company and 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. On October 8, 2018, the Company completed the Amended and Restated Exchange Agreement (the Exchange Agreement) with DataSight, Inc., a Nevada corporation (DSI), and the shareholders of DSI (the DataSight Shareholders) which own over 90% of the outstanding shares of DSI and all of the outstanding options issued by DSI. Under the terms of the Exchange Agreement, the Company acquired DSI through the acquisition of the outstanding stock of DSI. In exchange, the Company agreed to issue to the DataSight Shareholders 7,317,767 shares of the Companys Series A Convertible Preferred Stock (the Company Preferred Stock) and will issue new options to the DataSight Shareholders which hold options. The Company Preferred Stock has 26 to 1 voting rights over the Company common stock and will automatically convert into shares of Company common stock upon the Companys completion of a reverse stock split. On October 11, 2018 the Companys Board of Directors, approved, a reverse stock split in the ratio of 1 for 26 for all shares of common stock, as of a record date of October 11, 2018. As of that date there were 27,890,537 common shares outstanding. The reverse stock split is subject to the Company receiving shareholder approval. The Series A Convertible Preferred Stock is not subject to the reverse split. In accordance with reverse merger or reverse acquisition accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Exchange Agreement will be replaced with the historical financial statements of DSI prior to the Exchange Agreement, in all future filings with the U.S. Securities and Exchange Commission, or SEC. 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 October 18, 2018 and incorporated herein by reference. Going Concern The Company has sustained operating losses and an accumulated deficit of $4,535,489 since inception of the Company on July 19, 2010 through September 30, 2018. In the nine months ended September 30, 2018, the Company incurred a loss of $64,335. The Companys 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. 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 | 9 Months Ended |
Sep. 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 September 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 September 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 | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
3. LIABILITIES TO RELATED PARTIES | 3. LIABILITIES TO RELATED PARTIES Company liabilities to related parties consist of the following as of September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Accounts Payable $ - $ 32,815 Shareholder Advances - 82,129 Total $ - $ 114,944 |
4. STOCK BASED COMPENSATION
4. STOCK BASED COMPENSATION | 9 Months Ended |
Sep. 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 September 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 nine months of 2018. A summary of warrant activity as of September 30, 2018 and changes during the nine month 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 $1.00 0.84 10/01/2016 Exercised - - - - Forfeited or Expired (5,418,629) - - - Outstanding September 30, 2018 - - - 5/30/2017 Exercisable September 30, 2018 - - - - |
5. STOCKHOLDERS' DEFICIT
5. STOCKHOLDERS' DEFICIT | 9 Months Ended |
Sep. 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. During August 2018 three existing shareholders, including the Companys former CEO, invested $50,000 to purchase 1,733,342 shares of common stock of the Company. The investment was made at an equivalent price of $0.75 per share on a post-split basis (see Note 6 for discussion of the proposed 1:26 reverse stock split of common stock). As of September 30, 2018, the Company had 27,890,537 shares of common stock issued and outstanding, and zero shares of preferred stock issued and outstanding. |
6. SUBSEQUENT EVENT
6. SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
6. SUBSEQUENT EVENT | 6. SUBSEQUENT EVENT On October 8, 2018, the Company completed the Amended and Restated Exchange Agreement (the Exchange Agreement) with DataSight, Inc., a Nevada corporation (DSI), and the shareholders of DSI (the DataSight Shareholders) which own over 90% of the outstanding shares of DSI and all of the outstanding options issued by DSI. Under the terms of the Exchange Agreement, the Company acquired DSI through the acquisition of the outstanding stock of DSI. In exchange, the Company agreed to issue to the DataSight Shareholders 7,317,767 shares of the Companys Series A Convertible Preferred Stock (the Company Preferred Stock) and will issue new options to the DataSight Shareholders which hold options. The Company Preferred Stock has 26 to 1 voting rights over the Company common stock and will automatically convert into shares of Company common stock upon the Companys completion of a reverse stock split. On October 11, 2018 the Companys Board of Directors, approved, a reverse stock split in the ratio of 1 for 26 for all shares of common stock, as of a record date of October 11, 2018. As of that date there were 27,890,537 common shares outstanding. The Series A Convertible Preferred Stock is not subject to the reverse split. |
1. OVERVIEW_ Going Concern (Pol
1. OVERVIEW: Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Going Concern | Going Concern The Company has sustained operating losses and an accumulated deficit of $4,535,489 since inception of the Company on July 19, 2010 through September 30, 2018. In the nine months ended September 30, 2018, the Company incurred a loss of $64,335. The Companys 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. 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 ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 9 Months Ended |
Sep. 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 September 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 ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 9 Months Ended |
Sep. 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 ACC_4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements |
2. SUMMARY OF SIGNIFICANT ACC_5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 9 Months Ended |
Sep. 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 September 30, 2018. |
2. SUMMARY OF SIGNIFICANT ACC_6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration of Credit Risk (Policies) | 9 Months Ended |
Sep. 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 ACC_7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 9 Months Ended |
Sep. 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 ACC_8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 9 Months Ended |
Sep. 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 ACC_9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Share Based Compensation (Policies) | 9 Months Ended |
Sep. 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 AC_10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Share (Policies) | 9 Months Ended |
Sep. 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 PAR_2
3. LIABILITIES TO RELATED PARTIES: Schedule of Liabilities to Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Liabilities to Related Parties | September 30, 2018 December 31, 2017 Accounts Payable $ - $ 32,815 Shareholder Advances - 82,129 Total $ - $ 114,944 |
4. STOCK BASED COMPENSATION_ Su
4. STOCK BASED COMPENSATION: Summary of Warrant Activity (Tables) | 9 Months Ended |
Sep. 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 $1.00 0.84 10/01/2016 Exercised - - - - Forfeited or Expired (5,418,629) - - - Outstanding September 30, 2018 - - - 5/30/2017 Exercisable September 30, 2018 - - - - |
1. OVERVIEW (Details)
1. OVERVIEW (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Details | |
Entity Information, Former Legal or Registered Name | Pinewood Acquisition Corporation |
Entity Incorporation, State Country Name | Delaware |
Entity Incorporation, Date of Incorporation | Jul. 19, 2010 |
3. LIABILITIES TO RELATED PAR_3
3. LIABILITIES TO RELATED PARTIES: Schedule of Liabilities to Related Parties (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Accounts Payable | $ 0 | $ 32,815 |
Shareholder Advances | 0 | 82,129 |
Total | $ 0 | $ 114,944 |
4. STOCK BASED COMPENSATION_ _2
4. STOCK BASED COMPENSATION: Summary of Warrant Activity (Details) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 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) - USD ($) | 1 Months Ended | ||
Aug. 31, 2018 | Sep. 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 | |
Stock Issued | $ 50,000 | ||
Stock Issued During Period, Shares, Other | 1,733,342 | ||
Equivalent Share Price | $ 0.75 | ||
Common Stock, Shares, Outstanding | 27,890,537 | 26,157,195 | |
Preferred Stock, Shares Outstanding | 0 | 0 |
6. SUBSEQUENT EVENT (Details)
6. SUBSEQUENT EVENT (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 11, 2018 | |
Event 1 | ||
Subsequent Event, Date | Oct. 8, 2018 | |
Subsequent Event, Description | Company completed the Amended and Restated Exchange Agreement (the “Exchange Agreement”) with DataSight, Inc. | |
Event 2 | ||
Subsequent Event, Date | Oct. 11, 2018 | |
Subsequent Event, Description | Company’s Board of Directors, approved, a reverse stock split in the ratio of 1 for 26 for all shares of common stock | |
Common Stock, Shares, Outstanding | 27,890,537 |