Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 29, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Thunder Energies Corp | |
Entity Central Index Key | 0001524872 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | first filing. no changes | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Ex transition | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 11,245,255 | |
Entity interactive data current | Yes | |
Incorporation state | FL | |
Entity file number | 000-54464 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 2,464 | $ 3,111 |
Total Current Assets | 2,464 | 3,111 |
Intangible assets, net of accumulated amortization and impairment of $15,320 and $15,320, respectively | 0 | 0 |
Total non-current assets | 0 | 0 |
TOTAL ASSETS | 2,464 | 3,111 |
Current Liabilities | ||
Accounts payable | 1,550 | 0 |
Accrued interest | 10,369 | 5,365 |
Derivative liability | 158,472 | 60,909 |
Convertible note payable, net of discount of $15,661 and $0, respectively | 70,105 | 57,000 |
Total Current Liabilities | 240,496 | 123,274 |
Convertible note payable, net of discount of $37,500 and $0, respectively | 12,500 | 0 |
Total long-term liabilities | 12,500 | 0 |
TOTAL LIABILITIES | 252,996 | 123,274 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' Deficit | ||
Common stock: $0.001 par value 900,000,000 authorized; 11,245,255 and 11,544,923 shares issued and outstanding, respectively | 11,245 | 11,545 |
Additional paid in capital | 5,336,826 | 4,989,405 |
Accumulated deficit | (5,648,618) | (5,171,113) |
Total Stockholders' Deficit | (250,532) | (120,163) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,464 | 3,111 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock - Series A: $0.001 par value, 50,000,000 authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively | 50,000 | 50,000 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock - Series A: $0.001 par value, 50,000,000 authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively | 5 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock - Series A: $0.001 par value, 50,000,000 authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively | $ 10 | $ 0 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated amortization of intangible assets | $ 0 | $ 15,320 |
Unamortized discount, current | 15,661 | 0 |
Unamortized discount, noncurrent | $ 37,500 | $ 0 |
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 11,245,255 | 11,544,923 |
Common stock, shares outstanding | 11,245,255 | 11,544,923 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 50,000,000 | 50,000,000 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000 | 0 |
Preferred stock, shares outstanding | 5,000 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000 | 0 |
Preferred stock, shares outstanding | 10,000 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
REVENUE | $ 0 | $ 0 |
OPERATING EXPENSES | ||
Research and development | 2,741 | 14,257 |
Stock in exchange for services | 0 | 79,025 |
Professional fees | 48,960 | 44,448 |
Selling, general and administrative expenses | 496 | 60,872 |
Total operating expenses | 52,197 | 198,602 |
Net loss from operations | (52,197) | (198,602) |
Other (income) expense | ||
Interest expense | 68,770 | 1,816 |
Accretion of debt discount | 51,504 | 0 |
Change in fair value of derivative liability | (6,628) | 0 |
Extinguishment of derivative liability related to debt conversion | (25,686) | 0 |
Loss on extinguishment of change in control | 337,348 | 0 |
Total other expense | 425,308 | 1,816 |
Net loss before income taxes | (477,505) | (200,418) |
Income taxes | 0 | 0 |
Net loss | $ (477,505) | $ (200,418) |
Basic and diluted loss per share * | $ (0.04) | $ (0.04) |
Weighted average number of shares outstanding * | 11,436,132 | 5,691,492 |
Product Sales [Member] | ||
REVENUE | $ 0 | $ 0 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2018 | 50,000,000 | 0 | 0 | 104,146,700 | |||
Beginning balance, value at Dec. 31, 2018 | $ 50,000 | $ 0 | $ 0 | $ 104,147 | $ 3,061,858 | $ (3,781,938) | $ (565,933) |
Issued common stock for services, shares | 469,167 | ||||||
Issued common stock for services, value | $ 469 | 78,556 | 79,025 | ||||
Common stock issued for cash, shares | 577,258 | ||||||
Common stock issued for cash, value | $ 578 | 53,122 | 53,700 | ||||
Net loss | (200,418) | (200,418) | |||||
Ending balance, shares at Mar. 31, 2019 | 50,000,000 | 0 | 0 | 105,193,125 | |||
Ending balance, value at Mar. 31, 2019 | $ 50,000 | $ 0 | $ 0 | $ 105,194 | 3,193,536 | (3,982,356) | (633,626) |
Beginning balance, shares at Dec. 31, 2018 | 50,000,000 | 0 | 0 | 104,146,700 | |||
Beginning balance, value at Dec. 31, 2018 | $ 50,000 | $ 0 | $ 0 | $ 104,147 | 3,061,858 | (3,781,938) | (565,933) |
Ending balance, shares at Dec. 31, 2019 | 50,000,000 | 0 | 0 | 11,544,923 | |||
Ending balance, value at Dec. 31, 2019 | $ 50,000 | $ 0 | $ 0 | $ 11,545 | 4,989,405 | (5,171,113) | (120,163) |
Cancellation of shares to director, shares | (299,668) | ||||||
Cancellation of shares to director, value | $ (300) | 300 | |||||
Paid-in capital - Derivative liability | (25,212) | (25,212) | |||||
Preferred stock issued in conjunction with convertible notes payable, shares | 5,000 | 10,000 | |||||
Preferred stock issued in conjunction with convertible notes payable, value | $ 5 | $ 10 | 34,985 | 35,000 | |||
Loss on extinguishment of change of control | 337,348 | 337,348 | |||||
Net loss | (477,505) | (477,505) | |||||
Ending balance, shares at Mar. 31, 2020 | 50,000,000 | 5,000 | 10,000 | 11,245,255 | |||
Ending balance, value at Mar. 31, 2020 | $ 50,000 | $ 5 | $ 10 | $ 11,245 | $ 5,336,826 | $ (5,648,618) | $ (250,532) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (477,505) | $ (200,418) |
Adjustment to reconcile net loss to net cash used in in operations: | ||
Change in fair value of derivative instrument | (6,628) | 0 |
Accretion of debt discount | 51,504 | 0 |
Forgiveness of compensation from related party | (25,686) | 0 |
Loss on extinguishment of change in control | 337,348 | 0 |
Interest expense in conjunction iwht debt issuance | 68,770 | 1,816 |
Stock issued for services provided | 0 | 79,025 |
Change in assets and liabilities: | ||
Accounts payable | 1,550 | 0 |
Accrued interest | 0 | 63,000 |
Accrued interest - related party | 0 | 0 |
Net Cash used in operating activities | (50,647) | (56,576) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from shareholder loans | 0 | 5,000 |
Principal payments on shareholder loans | 0 | (5,000) |
Proceeds from convertible notes payable | 50,000 | 0 |
Issuance of common stock | 0 | 53,700 |
Net Cash provided by financing activates | 50,000 | 53,700 |
Net decrease in cash | (647) | (2,876) |
Cash Beginning of period | 3,111 | 7,920 |
Cash End of period | 2,464 | 5,044 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Non-cash transactions: | ||
Preferred stock issued in conjunction with convertible notes payable | 35,000 | 0 |
Cancellation of shares to director against additional paid in capital | $ 300 | $ 0 |
1. NATURE OF BUSINESS
1. NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS Thunder Energies Corporation (“we”, “us”, “our”, “TEC” or the “Company”) was incorporated in the State of Florida on April 21, 2011. On July 29, 2013, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from Thunder Fusion Corporation to Thunder Energies Corporation. The Company subsequently changed its principal office address to 111 Moorings Dr., Lantana, Florida 33462. The Company is primarily involved in the development of a new clean combustion of fossil fuels (oil, diesel, coal, etc.) with controlled minimal contaminants in the exhaust. Description of Business, Principal Products, Services Thunder Energies is doing business as NACAELI. A luxurious new brand of fractional luxury yachts, and private jets. Nacaeli, meaning Air and Water, is derived from the merger of the Latin word Na and Caeli from the South Pacific (Hawaiian) dialect to create and formulate our Air+Water Nacaeli unique Corporate identity name and brand On March 24, 2020, Thunder Energies, Inc. announced its operational affiliate plans with Saveene.Com Inc. (“Saveene”) the preferred shareholder. Under the agreement, Saveene will grant Thunder Energies access to several yachts and jets for the purpose of offering these vessels to the end-user and the general public for sale and or charter. Additionally, Thunder Energies will gain access to several patent-pending technologies and the entire Saveene back office that focuses on the yacht and jet industry sector. This operational affiliate plan with Saveene.Com will allow Thunder Energies to offer a white-label type solution and OEM or original equipment manufacturer under Thunder Energies, Inc. own brand name Nacaeli, dispensing the need to acquire and carry any inventory. All future Thunder Energies, Inc. and or Nacaeli brand fulfillment orders for general maintenance, and any upkeep matters such as mechanical repair, buffering, and similar will be outsourced, other than administrative operational and corporate governance tasks. |
2. BASIS OF PRESENTATION
2. BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2 – Basis of Presentation The included (a) condensed balance sheet as of December 31, 2019, which has been derived from audited financial statements, and (b) the unaudited condensed financial statements as of March 31, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s December 31, 2019 and 2018 audited financial statements filed on Form 10-K on May 15, 2020. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the condensed financial statements which substantially duplicate the disclosure contained in the financial statements as reported in the Annual Report on Form 10-K for the year ended December 31, 2019 as filed on May 15, 2020, have been omitted. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern For the three months ended March 31, 2020 and 2019, the Company had net losses of $477,505 and $200,418, respectively. As of March 31, 2020, the Company had a working capital deficit of $238,032. The Company has generated $0 and $0 in revenues for the three months ended March 31, 2020 and 2019, respectively. The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
3. SUMMARY OF SIGNIFICANT ACCOU
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the financial statements. USE OF ESTIMATES The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods. The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows: i) Useful life of intangible assets ii) Impairment of non-financial assets iii) Provision for impairment of trade receivables iv) Research and development expense v) Determination of the fair value REVERSE STOCK SPLIT On May 14, 2019, the Board of Directors of the Company approved Articles of Amendment to the Company’s Articles of Incorporation that provided for a 1 for 20 reverse stock split of the Company’s Common Stock. The Company’s Articles of Amendment were filed with the Secretary of State of the State of Florida on May 17, 2019. The effective date of the reverse stock split was subject to approval by FINRA, and the reverse stock split was published to the market and effective on June 24, 2019. At the effective time of the reverse stock split, every 20 issued and outstanding shares of the Company’s Common Stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share or number of authorized shares of Common Stock. All share and per share amounts contained in this Quarterly Report on Form 10-Q and the accompanying Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods presented. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash totaled $2,464 and $3,111 at March 31, 2020 and December 31, 2019, respectively. The Company had no cash equivalents as of March 31, 2020 and December 31, 2019, respectively. ACCOUNTS RECEIVABLE Accounts receivable are non-interest-bearing obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of March 31, 2020 and December 31, 2019 is adequate. CASH FLOWS REPORTING The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. RELATED PARTIES The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. REVENUE RECOGNITION On January 1, 2018, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, The Company sells a wide portfolio of products to its customers. The Company’s agreements have varying requirements depending on the goods and services being sold, the rights and obligations conveyed, and the legal jurisdiction of the arrangement. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. No allowance has been provided for uncollectible accounts. Management has evaluated the receivables and believes they are collectable based on the nature of the receivables, historical experience of credit losses, and all other currently available evidence. Discounts are recorded as a reduction of the transaction price. Revenue excludes any amounts collected on behalf of third parties, including sales taxes. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. The Company records all revenue transactions at the gross sale price. There is a no return policy. The return policy is currently being evaluated to be more in line with industry standards. DEFERRED REVENUE Deferred revenue is recorded when the Company has a right to invoice or payments have been received for undelivered products or services, or in situations where revenue recognition criteria have not been met. Deferred revenue also represents amounts received in advance for extended warranty services and software maintenance. Revenue is recognized on these items when the revenue recognition criteria are met, generally resulting in ratable recognition over the contract term. The Company also has deferred revenue related to undelivered hardware and professional services, consisting of installations and consulting engagements, which are recognized when the Company’s performance obligations under the contract are completed. PROPERTY AND EQUIPMENT Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. ADVERTISING AND MARKETING COSTS Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. The Company had no advertising and marketing expenses for the three months ended March 31, 2020 and 2019, respectively. FINANCIAL INSTRUMENTS The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The warrant and the embedded derivative liabilities are recognized at fair value on a recurring basis at March 31, 2020 and December 31, 2019 and are Level 3 measurements (see Note 8). There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using Monte Carlo valuation method. The following table summarize the Company’s fair value measurements by level at March 31, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 158,472 The following table summarize the Company’s fair value measurements by level at December 31, 2019 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 60,909 The carrying values of the Company’s financial instruments, including cash, other current assets, accounts payable, accruals, and other current liabilities approximate their fair values due to the short period of time to maturity or repayment. DEBT The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. INTANGIBLE ASSETS The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. On January 9, 2020, in conjunction with the Mina Mar Group (“Mina Mar”) acquisition of the Company’s 50,000,000 shares of Series A Convertible Preferred Stock from Hadronic Technologies, Inc, (“Hadronic”) the ex-management of the Company has removed all the equipment previously used by the Company in its operations. The entire enterprise (telescope business) was written off and removed by former management (see Note 7). The balance at March 31, 2020 and December 31, 2019 was $0 and $0, respectively. March 31, 2020 and December 31, 2019 Gross Carrying Value Accumulated Amortization and Impairment Intellectual property $ – $ 1,000 Patents $ – $ 14,320 IMPAIRMENT OF LONG- LIVED ASSETS We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There was no impairment charge for the periods ended March 31, 2020 and December 31, 2019, respectively. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. DERIVATIVE LIABILITIES Derivative liabilities include the fair value of instruments such as common stock warrants, preferred stock warrants and convertible features of notes, that are initially recorded at fair value and are required to be re-measured to fair value at each reporting period under provisions of ASC 480, Distinguishing Liabilities from Equity, Derivatives and Hedging NON-MONETARY TRANSACTION According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical cost basis determined under GAAP. As such, the cost basis carried on Hyfuel’s books and records was nominal. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In the transfer agreement 1,000,000 shares of common stock was transferred in exchange for the properties. The transfer was valued at $1,000 (the par value of the shares issued in exchange for the intellectual property); this amount was determined by the Company to be the value received in the exchange and approximates the basis of those assets. EXPENSES Operating expenses encompass research and development, professional fees, selling general and administrative expenses and impairment expense. Total operating expenses were $52,197 and $198,602 for the three months ended March 31, 2020 and 2019, respectively. RESEARCH AND DEVELOPMENT The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $2,741 and $14,257 for the three months ended March 31, 2020 and 2019, respectively. PROFESSIONAL Professional services are principally comprised of outside legal, audit and consulting services as well as the costs related to being a publicly traded company. Total professional fees were $48,960 and $44,448 for the three months ended March 31, 2020 and 2019, respectively. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses consist primarily of management fees, technology services, public relations and travel expenses. Total selling, general and administrative expenses were $496 and $60,872 for the three months ended March 31, 2020 and 2019, respectively. DEFERRED INCOME TAXES AND VALUATION ALLOWANCE Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company does not have a liability for unrecognized income tax benefits. NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding at March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020 and December 31, 2019, the common stock equivalents have not been included as they are anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: March 31, 2020 December 31, 2019 Options to purchase shares of common stock – – Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,000,000 50,000,000 SHARE-BASED EXPENSE ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock. Share-based expense for the three months ended March 31, 2020 and 2019 was $0 and $79,025, respectively. COMMITMENTS AND CONTINGENCIES The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of March 31, 2020 and December 31, 2019. CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, accounts receivable and restricted cash. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit-quality financial institutions in bank deposits, money market funds, U.S. government securities and other investment grade debt securities that have strong credit ratings. The Company has established guidelines relative to diversification of its cash and marketable securities and their maturities that are intended to secure safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates and changes in the Company’s operations and financial position. Although the Company may deposit its cash and cash equivalents with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company did not have any revenues for the three months ended March 31, 2020 and 2019. The Company had no customers that accounted for 10% of total revenue for the three months ended March 31, 2020 and 2019. The Company had no customers that accounted for 10% or more of total accounts receivable at March 31, 2020 and December 31, 2019. RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements Not Yet Adopted Fair Value Measurements In August 2018, the FASB amended "Fair Value Measurements" to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. The guidance is effective for the Company with the Company’s quarterly filing for the period ended March 31, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s results of operations, financial position, and cash flows. Retirement Plans In August 2018, the FASB amended "Retirement Plans" to modify the disclosure requirements for defined benefit plans. For the Company, the amendment requires the disclosure of the weighted average interest crediting rate used for cash balance plans and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. It removes the requirement to disclose the approximate amount of future benefits covered by insurance contracts. The guidance is effective for the Company with the Company’s annual filing for the year ended December 31, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s results of operations, financial position, and cash flows. Intangibles – Goodwill and other – Internal-Use Software In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Improvements to Nonemployee Share-based Payment Accounting In June 2018, the FASB issued ASU No. 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 aligns the accounting for share-based payment awards to employees and non-employees. Under ASU 2018-07 the existing employee guidance will apply to nonemployee share-based transactions, except for specific guidance related to the attribution of compensation cost. ASU 2018-07 should be applied to all new awards granted after the date of adoption. ASU 2018-07 is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements. Income Statement – Reporting Comprehensive Income In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) (ASU 2018-02), which amends existing standards for income statement-reporting comprehensive income to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Cuts and Jobs Act and improve the usefulness of information reported to financial statements users. ASU 2018-02 will be effective for beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-02 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements. Goodwill In January 2017, the FASB amended "Goodwill" to simplify the subsequent measurement of goodwill. The amended guidance eliminates Step 2 from the goodwill impairment test. Instead, impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill of the reporting unit. The new guidance is effective for the Company on January 1, 2020 and is not expected to have an impact on our results of operations, financial position, and cash flows. Financial Instruments In June 2016, the FASB amended "Financial Instruments" to provide financial statement users with more decision-useful information about the expected credit losses on debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. During November 2018 and April 2019, the FASB made amendments to the new standard that clarified guidance on several matters, including accrued interest, recoveries, and various codification improvements. The new standard, as amended, replaces the incurred loss impairment methodology in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to support credit loss estimates. The new guidance is effective for us on January 1, 2020, and in the first half of 2019, we established an implementation team and began analyzing the impact on our current policies and procedures to identify potential differences that would result from applying the requirements of the new standard. The implementation team reports findings and progress of the project to management on a frequent basis. Through this process, we have identified appropriate changes to our processes, systems, and controls to support recognition and disclosure under the new standard. The Company is still evaluating the impact of the new standard on the Company’s results of operations, financial position, and cash flows. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. Recently Adopted Accounting Pronouncements Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public entities, the standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company adopted ASU 2016-15 effective January 1, 2018; such adoption had no material impact on the Company’s financial statements. Leases (ASU 2019-01) In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which removed the requi |
4. INTANGIBLE PROPERTY
4. INTANGIBLE PROPERTY | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE PROPERTY | NOTE 4 – INTANGIBLE PROPERTY Intangible assets consisted of the following as of: March 31, 2020 December 31, 2019 Intellectual property $ – $ 1,000 Patents – 14,320 Accumulated amortization – (15,320 ) $ – $ – On August 10, 2013, the Company entered into an Asset Assignment Agreement (the “IBR Assignment Agreement”) with Institute For Basic Research, Inc., a Florida corporation (“IBR”) that also is beneficially controlled by our previous Chief Executive Officer, Dr. Ruggero M. Santilli. Pursuant to the IBR Assignment Agreement, IBR irrevocably assigned to the Company all rights, title, ownership and interests in all of IBR’s internet website domain name assets, owned and hereinafter acquired by IBR including, but not limited to, all physical and intangible assets and intellectual property related to the assets. On August 11, 2013, Thunder Energies Corporation (f/k/a Thunder Fusion Corporation) entered into an Asset Assignment Agreement (the “Assignment Agreement”) with HyFuels, Inc., a Florida corporation (“HyFuels”) beneficially controlled by our previous Chief Executive Officer, Dr. Ruggero M. Santilli. Pursuant to the Assignment Agreement, HyFuels irrevocably assigned to the Company all physical assets, intangible assets, accounts receivable, intellectual property, accounting software, billing software, client lists, client prospects, trade secrets, proprietary property, the intellectual and physical property known as intermediate nuclear fusion without radiation, the physical property consisting of seven (7) Hadronic reactors, all copyrights, patents, patent applications, patent assignments, trademarks and anything having commercial or exchange value and the like. Consideration for the assignment agreements consisted of one million (1,000,000) shares of our common stock that were issued to Dr. Ruggero M. Santilli, as designee for IBR and HyFuels. Company management determined the amount of consideration based upon ASC 845-10-S99 pertaining to transfer of non-monetary assets. According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on the books and records of HyFuels and IBR was minimal or essentially zero. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In connection with the aforementioned assignment agreements, 1,000,000 shares of our common stock were transferred in exchange for the assets. The transfer was valued at one thousand dollars ($1,000), the value of the shares issued at par ($0.001) in exchange for the assets. This amount was determined by the Company to approximate the basis of those assets. The Company recorded the property and intangibles (7 reactors, intellectual property rights to develop the technology, and website) as an intangible asset. The valuation of the properties was the par value of the stock received in exchange for the rights and assets. The Company has capitalized the legal expenses associated with filing applications with the United States Patent and Trademark Office. At December 31, 2019, the Company has capitalized $14,320. The Company has recorded $14,320 of impairment loss for the patent application process as of December 31, 2019. On January 9, 2020, in conjunction with the Mina Mar Group acquisition of the Company’s 50,000,000 shares of Series A Convertible Preferred Stock from Hadronic, the ex-management of the Company has removed all the equipment previously used by the Company in its operations. The entire enterprise (telescope business) was written off and removed by former management (see Note 7). |
5. NOTE PAYABLE
5. NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 5 – NOTE PAYABLE On November 26, 2018, Pubrelco Inc., a non-related party, executed the purchase of a $60,000 note from our previous CEO, Dr. Ruggero. The demand note carries a 2.15% annual percentage rate and has no maturity date. In 2019, the loan amount was forgiven with an interest balance unpaid as of March 31, 2020 of $6,658. On March 24 2020, the Company secured a revolving line of credit of up to $2,000,000 at prime plus 5%. The Company intends to use these funds for future expansions, growth and other acquisitions in the same leisure/entertainment/sports entertainment or similar industry space. As of March 31, 2020, the Company has no activity in the revolving line of credit. |
6. CONVERTIBLE NOTE PAYABLE
6. CONVERTIBLE NOTE PAYABLE | 3 Months Ended |
Mar. 31, 2020 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 6 – CONVERTIBLE NOTE PAYABLE Convertible Note Payable On April 22, 2019; The Company executed a convertible promissory note with GHS Investments, LLC (“GHS Note”). The GHS Note carries a principal balance of $57,000 together with an interest rate of eight (8%) per annum and a maturity date of February 21, 2020. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this GHS Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. As of December 31, 2019, the principal balance outstanding was $57,000. The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-five percent (65%) of the lowest trading prices for the Common Stock during the twenty (20) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of thirty-five percent (35%). On January 9, 2020, Mina Mar (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company from Hadronic. Each share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock, so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $94,766 for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry Capital Inc. (“Emry”), with the balance paid in cash. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted in a change of control of the Company. On March 24, 2020, regarding a Company note obligation of $85,766 now due/new balance of $120,766 held by Emry was partially sold $35,000 of the face amount to the preferred shareholder Saveene. On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares into series B and 10,000 shares of series C shares. The face amount of the Company note obligation post the aforementioned conversions and purchases is $85,766 (see Note 7). Promissory Debenture On February 15, 2020, the Company entered into a Promissory Agreement and Convertible Debenture (“Promissory Debenture”) with Emry for a principal sum of $70,000 which will be paid in two traunches of $50,000, paid on February 15, 2020, and $20,000, paid in April 2020. The Promissory Debenture bears interest, both before and after default, at 15% per month, calculated and compounded monthly. At the election of the holder, at any time during the period between the date of issuance and the one year anniversary of the Promissory Debenture, the Promissory Debenture is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0001 per share. In addition, the Promissory Debenture provides for an interest equal to 15% of the Company’s annual sales, payable on the 2 nd The Company accounts for this embedded conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the note at fair value. The embedded conversion feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a gain or loss in those periods. The Company recorded derivative liability of $167,766 and $0 during the three months ended March 31, 2020 and 2019, respectively, and has $158,472 of unamortized debt discount remaining as of March 31, 2020. |
7. SHAREHOLDERS' EQUITY
7. SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 7 – SHAREHOLDERS’ EQUITY COMMON STOCK The Company has been authorized to issue 900,000,000 shares of common stock, $0.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. On May 14, 2019, the Board of Directors of the Company approved Articles of Amendment to the Company’s Articles of Incorporation that provided for a 1 for 20 reverse stock split of the Company’s Common Stock. The Company’s Articles of Amendment were filed with the Secretary of State of the State of Florida on May 17, 2019. All share and per share amounts contained in this Annual Report on Form 10-K and the accompanying Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods presented. During the three months ended March 31, 2020, the Company cancelled 299,668 shares to related parties at par value of $300. Shares of our common stock were issued at fair market value of the share price as set forth in the table below unless otherwise stated. Date Shares Issuance Description Relationship Share Price Amount 1/7/19 90,000 Services Non-related party 0.100 9,000 1/25/19 100,000 Services Non-related party 0.088 8,800 2/6/19 226,715 Cash Non-related party 0.061 13,784 2/14/19 12,500 Services Non-related party 0.306 3,825 2/19/19 166,667 Services Non-related party 0.240 40,000 3/5/19 289,500 Cash Non-related party 0.120 34,740 3/7/19 50,000 Services Non-related party 0.192 9,600 3/13/19 50,000 Services Non-related party 0.156 7,800 3/19/19 61,043 Cash Non-related party 0.085 5,176 4/1/19 12,500 Services Non-related party 0.100 1,250 4/22/19 100,000 Execution of new convertible note payable Non-related party 3.160 316,000 4/24/19 50,000 Services Non-related party 3.160 158,000 4/30/19 50,000 Services Non-related party 2.960 148,000 5/11/19 25,000 Services Non-related party 2.800 70,000 5/15/19 250,000 Services Non-related party 0.116 29,000 5/12/19 100,000 Services Non-related party 0.158 15,800 7/11/19 50,000 Services Non-related party 0.050 2,500 7/11/19 150,000 Services Non-related party 0.050 7,500 8/20/19 250,000 Services Non-related party 0.034 8,375 8/20/19 50,000 Services Non-related party 0.034 1,675 8/23/19 746,520 Stock issued for Principal reduction of note payable-related party and accrued interest related party. Shares issued at FMV Related party 0.037 27,621 8/23/19 746,520 Stock issued for Principal reduction of note payable-related party and accrued interest related party. Shares issued at FMV Related party 0.037 27,621 8/29/19 350,000 Services Non-related party 0.039 13,755 9/6/19 200,000 Services Non-related party 0.049 9,800 10/1/2019 63,136 Services Non-related party 0.024 1,515 10/23/2019 200,000 Services Non-related party 0.036 7,200 10/23/2019 200,000 Services Non-related party 0.036 7,200 11/7/2019 300,000 Services Non-related party 0.0235 7,050 11/7/2019 250,000 Services Non-related party 0.0235 5,875 11/11/2019 97,459 Stock issued to GHS Investments for Services. Issued at a discount to the FMV Non-related party 0.018 1,754 11/22/2019 100,000 Services Non-related party 0.021 2,100 12/2/2019 150,000 Services Non-related party 0.021 3,150 12/2/2019 300,000 Services Non-related party 0.021 6,300 12/5/2019 300,000 Services Non-related party 0.021 6,300 12/6/2019 200,000 Services Non-related party 0.021 4,200 2/27/2020 (299,668) Cancellation of director shares Related party 0.001 -- PREFERRED STOCK The Company has been authorized to issue 50,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. Series A: The certificate of designation for the Preferred A Stock provides that as a class it possesses a number of votes equal to fifteen (15) votes per share and may be converted into ten (10) $0.001 par value common shares. On October 10, 2013, the Company issued fifty million (50,000,000) shares of our Series “A” Convertible Preferred Stock to Hadronic, a Florida corporation maintaining its principal place of business at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our previous Directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli each own fifty percent of the equity in Hadronic. The Series “A” Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder. Shares were valued at the par value of the common stock equivalents, $500,000. On January 9, 2020, Mina Mar (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company from Hadronic. Each share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock, so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $94,766 for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry, with the balance paid in cash. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted in a change of control of the Company. Regarding a Company note obligation of $85,766 now due/new balance of $120,766 held by Emry was partially sold $35,000 of the face amount to the preferred shareholder Saveene. On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. The face amount of the Company note obligation post the aforementioned conversions and purchases is $85,766 (see Note 6). On March 24, 2020, Saveene (“Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred Stock of Company, from Mina Mar. Each share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $500,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted in a change of control of the Company. On March 24, 2020, Thunder Energies, Inc. held a meeting and voted to create two separate classes of preferred shares. Class “B” and class “C’ preferred shares. One class of shares B would be used to offer securitization for the watercraft while class C preferred shares would be used in conjunction with the securitization of air crafts. Series B Convertible Preferred Stock was authorized for 10,000,000 shares of the “Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 100% of the fully diluted outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. Series C Non-Convertible Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C is The Purchaser owns approximately 100% of the fully diluted outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. OPTIONS AND WARRANTS In accordance with employment agreements, common stock options are issued annually to the officers of the Company. The number of shares is determined by the number of shares outstanding at the end of the year at a percentage per the employment agreements, as described below. The strike price is the fair value trading price as of the anniversary date of the employment agreements. The options are based on the number of shares outstanding of the Company at the year end, at an exercise price at market price at the employment agreements annual anniversary, July 25 th Weighted Average: March 31, 2019 December 31, 2018 Risk-free interest rate 2.42 % 1.24 % Expected lives (years) 10.0 10.0 Expected price volatility 161.40 % 161.40 % Dividend rate 0.0 % 0.0 % Forfeiture Rate 0.0 % 0.0 % There are no other warrants or options outstanding to acquire any additional shares of common stock of the Company as of March 31, 2020. CHANGE IN CONTROL On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. As a result, t The Company’s stock price on March 24, 2020 was $0.03, giving the Company a value of $0.03 per share times 11,244,923 shares outstanding or $337,348. The transaction was booked to loss on extinguishment of change in control and with the off-setting entry to additional paid-in capital due to it being a related party transaction. |
8. RELATED PARTY TRANSACTIONS
8. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS TRANSACTIONS WITH SAVEENE.COM, INC. On March 24, 2020, Saveene acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company, from Mina Mar. Each share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $500,000 for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted in a change of control of the Company. In connection with the sale of the Preferred Stock, all existing officers, directors and board members with the Company remained undisturbed. Except as described herein, there are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. On March 24, 2020, Thunder Energies, Inc. announced its operational affiliate plans with Saveene. Under the agreement, Saveene will grant Thunder Energies access to several yachts and jets for the purpose of offering these vessels to the end-user and the general public for sale and or charter. Additionally, Thunder Energies will gain access to several patent-pending technologies the entire Saveene back office that focuses on the yacht and jet industry sector. This operational affiliate plan with Saveene.Com will allow Thunder Energies to offer a white-label type solution and OEM or original equipment manufacturer under Thunder Energies, Inc. own brand name being Nacaeli brand dispensing the need to acquire and carry any inventory. All future Thunder Energies, Inc. and or Nacaeli brand fulfillment orders general maintenance, and upkeep matters such as mechanical repair, buffering, and similar will be outsourced other than administrative operational and corporate governance tasks. On March 24, 2020, Thunder Energies, Inc. held a meeting and voted to create two separate classes of preferred shares. Class “B” and class “C’ preferred shares. One class of shares B would be used to offer securitization for the watercraft while class C preferred shares would be used in conjunction with the securitization of air crafts. Series B Convertible Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder converts into one thousand (1,000) shares of Company common stock, so at the completion of the stock purchase, the Purchaser owns approximately 100% of the fully diluted outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. Series C Non-Convertible Preferred Stock was authorized for 10,000,000 shares of the Company. Each share of Preferred Stock is entitled to one thousand (1,000) votes per share and at the election of the holder. The series C is The Purchaser owns approximately 100% of the fully diluted outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. Regarding a Company note obligation of $85,766 now due/new balance of $120,766 held by Emry was partially sold $35,000 of the face amount to the preferred shareholder Saveene. On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. The face amount of the Company note obligation post the aforementioned conversions and purchases is $85,766. On March 24, 2020, Saveene converted the $35,000 purchase into 5,000 shares of series B and 10,000 shares of series C shares. As a result, t The Company’s stock price on March 24, 2020 was $0.03, giving the Company a value of $0.03 per share times 11,244,923 shares outstanding or $337,348. The transaction was booked to loss on extinguishment of change in control and with the off-setting entry to additional paid-in capital due to it being a related party transaction. TRANSACTIONS WITH MINA MAR GROUP On January 9, 2020, Mina Mar (the “Purchaser”) acquired 50,000,000 shares of Series A Convertible Preferred Stock of the Company from Hadronic. Each share of Preferred Stock is entitled to fifteen (15) votes per share and at the election of the holder converts into ten (10) shares of Company common stock, so at completion of the stock purchase the Purchaser owns approximately 98.6% of the fully diluted outstanding equity securities of the Company and approximately 99% of the voting rights for the outstanding equity securities. The purchase price of $94,766 for the Preferred Stock was paid by the assumption of a Company note obligation of $85,766 by Emry, with the balance paid in cash. The consideration for the purchase was provided to the Purchaser from the private funds of the principal of the Purchaser. The purchase of the Preferred Stock was the result of a privately negotiated transaction and consummation of the purchase resulted in a change of control of the Company. In connection with the sale of the Preferred Stock: · Dr. Ruggero Santilli and Carla Santilli, former board members and the chief executive officer and secretary and treasurer, respectively, of the Company, resigned as board members and officers; · The Company’s relationship with the law firm of Clifford J. Hunt, P.A. has been terminated and Clifford J. Hunt, P.A. is no longer serving as legal counsel of record to the Company; · The Company’s relationship with E&E Communications has been terminated and E&E Communications is no longer providing investor relations services to the Company; and · The Company’s relationship with GHS Investments, LLC has been terminated and GHS Investments, LLC is no longer providing underwriting, investment banking or brokerage services to the Company. Also in connection with the sale of the Preferred Stock, Irina Veselinovic has been appointed to the Board of Directors of the Company and has been appointed as Secretary of the Company; Aleksandar Sentic has been appointed to the Board of Directors of the Company; and Andrea Zecevic has been appointed to the Board of Directors and to the position of Company President and Chief Executive Officer. None of Ms. Veselinovic, Mr. Sentic or Ms. Zecevic is a party to an employment agreement with the Company. The Company has made the appropriate filings with the Division of Corporations for the Florida Secretary of State to memorialize the appointment of these officers in the Division of Corporations’ records. Except as described herein, there are no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. ADVANCES, PAYABLES AND ACCRUALS Amounts included in accruals represent amounts previously due to the officers and directors for corporate obligations under the employment agreements. Payments on behalf of the Company and accruals made under contractual obligation are accrued (see below). As of March 31, 2020 and December 31, 2019, accrued expenses were $0 and $0, respectively. On December 31, 2019, the accrued compensation – related party was forgiven and booked the offsetting entry to Additional paid-in Capital due to it being a related party transaction. NOTE PAYABLE In support of the Company’s efforts and cash requirements, it has relied on advances from the majority shareholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. All advances made in support of the Company are formalized by demand notes, at a 2.15% interest rate. During the three months ended March 31, 2020 and 2019, our previous Chief Executive Officer, Dr. Ruggero M. Santilli loaned the Company $0 and $5,000 for operations. During the three months ended March 31, 2020 and 2019 the Company repaid the principal amounts by $0 and $5,000, respectively. At March 31, 2020 and December 31, 2019, the demand notes accumulative balances were $0 and $0, respectively. Accrued interest at March 31, 2020 and December 31, 2019 was $0 and $0, respectively. On December 31, 2019, the demand notes plus accrued interest totaling $376,276 were forgiven and booked the offsetting entry to Additional paid-in Capital due to it being a related party transaction. EQUITY TRANSACTIONS On December 31, 2019, our previous Chief Executive Officer, Dr. Ruggero M. Santilli requested the extinguishment of $376,276 of notes payable due. The Company extinguished $376,276 of notes payable due Dr. Rugger M. Santilli on December 31, 2019 and booked the off-setting entry to additional paid-in capital due to it being a related party transaction. On December 31, 2019, the Company's previous Chief Executive Officer, Dr. Ruggero M. Santilli and previous Director, Carla Santilli requested the extinguishment of $315,000 and $126,000, respectively, of accrued compensation due. The Company extinguished $315,000 and $126,000 of accrued compensation due to Dr. Rugger M. Santilli and Carla Santilli, respectively, on December 31, 2019 and booked the off-setting entry to additional paid-in capital due to it being a related party transaction. EMPLOYMENT CONTRACTS The Company has no employment contracts with its key employees. OTHER The Company does not own or lease property or lease office space. At the current time, the office space used by the Company was arranged by the majority shareholders of the Company to use at no charge. It is anticipated that the Company will enter into formal lease arrangements in the near future. The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. |
9. COMMITMENTS AND CONTINGENCIE
9. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
10. SUBSEQUENT EVENTS
10. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS In April 2020, the Company received the second traunch of $20,000 in conjunction with its Promissory Debenture. On May14, 2020, the Company entered into a Promissory Agreement and Convertible Debenture (“Promissory Debenture”) with Emry for a principal sum of $23,000. The Promissory Debenture bears interest, both before and after default, at 15% per month, calculated and compounded monthly. At the election of the holder, at any time during the period between the date of issuance and the one year anniversary of the Promissory Debenture, the Promissory Debenture is convertible into shares of the Company’s common stock at any time at a conversion price of $0.0001 per share. In addition, the Promissory Debenture provides for an interest equal to 15% of the Company’s annual sales, payable on the 2 nd There were no other events subsequent to March 31, 2020, and up to the date of this filing that would require disclosure. |
3. SUMMARY OF SIGNIFICANT ACC_2
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods. The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows: i) Useful life of intangible assets ii) Impairment of non-financial assets iii) Provision for impairment of trade receivables iv) Research and development expense v) Determination of the fair value |
REVERSE STOCK SPLIT | REVERSE STOCK SPLIT On May 14, 2019, the Board of Directors of the Company approved Articles of Amendment to the Company’s Articles of Incorporation that provided for a 1 for 20 reverse stock split of the Company’s Common Stock. The Company’s Articles of Amendment were filed with the Secretary of State of the State of Florida on May 17, 2019. The effective date of the reverse stock split was subject to approval by FINRA, and the reverse stock split was published to the market and effective on June 24, 2019. At the effective time of the reverse stock split, every 20 issued and outstanding shares of the Company’s Common Stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share or number of authorized shares of Common Stock. All share and per share amounts contained in this Quarterly Report on Form 10-Q and the accompanying Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods presented. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash totaled $2,464 and $3,111 at March 31, 2020 and December 31, 2019, respectively. The Company had no cash equivalents as of March 31, 2020 and December 31, 2019, respectively. |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE Accounts receivable are non-interest-bearing obligations due under normal course of business. Management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of March 31, 2020 and December 31, 2019 is adequate. |
CASH FLOWS REPORTING | CASH FLOWS REPORTING The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. |
RELATED PARTIES | RELATED PARTIES The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. |
REVENUE RECOGNITION | REVENUE RECOGNITION On January 1, 2018, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, The Company sells a wide portfolio of products to its customers. The Company’s agreements have varying requirements depending on the goods and services being sold, the rights and obligations conveyed, and the legal jurisdiction of the arrangement. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation. No allowance has been provided for uncollectible accounts. Management has evaluated the receivables and believes they are collectable based on the nature of the receivables, historical experience of credit losses, and all other currently available evidence. Discounts are recorded as a reduction of the transaction price. Revenue excludes any amounts collected on behalf of third parties, including sales taxes. The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. The Company records all revenue transactions at the gross sale price. There is a no return policy. The return policy is currently being evaluated to be more in line with industry standards. |
DEFERRED REVENUE | DEFERRED REVENUE Deferred revenue is recorded when the Company has a right to invoice or payments have been received for undelivered products or services, or in situations where revenue recognition criteria have not been met. Deferred revenue also represents amounts received in advance for extended warranty services and software maintenance. Revenue is recognized on these items when the revenue recognition criteria are met, generally resulting in ratable recognition over the contract term. The Company also has deferred revenue related to undelivered hardware and professional services, consisting of installations and consulting engagements, which are recognized when the Company’s performance obligations under the contract are completed. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
ADVERTISING AND MARKETING COSTS | ADVERTISING AND MARKETING COSTS Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. The Company had no advertising and marketing expenses for the three months ended March 31, 2020 and 2019, respectively. |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The warrant and the embedded derivative liabilities are recognized at fair value on a recurring basis at March 31, 2020 and December 31, 2019 and are Level 3 measurements (see Note 8). There have been no transfers between levels. The derivatives are evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of the Level 3 financial instruments was performed internally by the Company using Monte Carlo valuation method. The following table summarize the Company’s fair value measurements by level at March 31, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 158,472 The following table summarize the Company’s fair value measurements by level at December 31, 2019 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 60,909 The carrying values of the Company’s financial instruments, including cash, other current assets, accounts payable, accruals, and other current liabilities approximate their fair values due to the short period of time to maturity or repayment. |
DEBT | DEBT The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. DEBT The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. On January 9, 2020, in conjunction with the Mina Mar Group (“Mina Mar”) acquisition of the Company’s 50,000,000 shares of Series A Convertible Preferred Stock from Hadronic Technologies, Inc, (“Hadronic”) the ex-management of the Company has removed all the equipment previously used by the Company in its operations. The entire enterprise (telescope business) was written off and removed by former management (see Note 7). The balance at March 31, 2020 and December 31, 2019 was $0 and $0, respectively. March 31, 2020 and December 31, 2019 Gross Carrying Value Accumulated Amortization and Impairment Intellectual property $ – $ 1,000 Patents $ – $ 14,320 |
IMPAIRMENT OF LONG-LIVED ASSETS | IMPAIRMENT OF LONG- LIVED ASSETS We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There was no impairment charge for the periods ended March 31, 2020 and December 31, 2019, respectively. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. |
DERIVATIVE LIABILITIES | DERIVATIVE LIABILITIES Derivative liabilities include the fair value of instruments such as common stock warrants, preferred stock warrants and convertible features of notes, that are initially recorded at fair value and are required to be re-measured to fair value at each reporting period under provisions of ASC 480, Distinguishing Liabilities from Equity, Derivatives and Hedging |
NON-MONETARY TRANSACTION | NON-MONETARY TRANSACTION According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical cost basis determined under GAAP. As such, the cost basis carried on Hyfuel’s books and records was nominal. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In the transfer agreement 1,000,000 shares of common stock was transferred in exchange for the properties. The transfer was valued at $1,000 (the par value of the shares issued in exchange for the intellectual property); this amount was determined by the Company to be the value received in the exchange and approximates the basis of those assets. |
OPERATING EXPENSES | EXPENSES Operating expenses encompass research and development, professional fees, selling general and administrative expenses and impairment expense. Total operating expenses were $52,197 and $198,602 for the three months ended March 31, 2020 and 2019, respectively. |
RESEARCH AND DEVELOPMENT | RESEARCH AND DEVELOPMENT The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $2,741 and $14,257 for the three months ended March 31, 2020 and 2019, respectively. |
PROFESSIONAL FEES | PROFESSIONAL Professional services are principally comprised of outside legal, audit and consulting services as well as the costs related to being a publicly traded company. Total professional fees were $48,960 and $44,448 for the three months ended March 31, 2020 and 2019, respectively. |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses consist primarily of management fees, technology services, public relations and travel expenses. Total selling, general and administrative expenses were $496 and $60,872 for the three months ended March 31, 2020 and 2019, respectively. |
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE | DEFERRED INCOME TAXES AND VALUATION ALLOWANCE Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the Statements of Operations. ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company does not have a liability for unrecognized income tax benefits. |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding at March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020 and December 31, 2019, the common stock equivalents have not been included as they are anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: March 31, 2020 December 31, 2019 Options to purchase shares of common stock – – Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,000,000 50,000,000 |
SHARE-BASED EXPENSE | SHARE-BASED EXPENSE ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock. Share-based expense for the three months ended March 31, 2020 and 2019 was $0 and $79,025, respectively. |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of March 31, 2020 and December 31, 2019. |
CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS | CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, accounts receivable and restricted cash. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit-quality financial institutions in bank deposits, money market funds, U.S. government securities and other investment grade debt securities that have strong credit ratings. The Company has established guidelines relative to diversification of its cash and marketable securities and their maturities that are intended to secure safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates and changes in the Company’s operations and financial position. Although the Company may deposit its cash and cash equivalents with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company did not have any revenues for the three months ended March 31, 2020 and 2019. The Company had no customers that accounted for 10% of total revenue for the three months ended March 31, 2020 and 2019. The Company had no customers that accounted for 10% or more of total accounts receivable at March 31, 2020 and December 31, 2019. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements Not Yet Adopted Fair Value Measurements In August 2018, the FASB amended "Fair Value Measurements" to modify the disclosure requirements related to fair value. The amendment removes requirements to disclose (1) the amount of and reasons for transfers between levels 1 and 2 of the fair value hierarchy, (2) our policy related to the timing of transfers between levels, and (3) the valuation processes used in level 3 measurements. It clarifies that, for investments measured at net asset value, disclosure of liquidation timing is only required if the investee has communicated the timing either to us or publicly. It also clarifies that the narrative disclosure of the effect of changes in level 3 inputs should be based on changes that could occur at the reporting date. The amendment adds a requirement to disclose the range and weighted average of significant unobservable inputs used in level 3 measurements. The guidance is effective for the Company with the Company’s quarterly filing for the period ended March 31, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s results of operations, financial position, and cash flows. Retirement Plans In August 2018, the FASB amended "Retirement Plans" to modify the disclosure requirements for defined benefit plans. For the Company, the amendment requires the disclosure of the weighted average interest crediting rate used for cash balance plans and an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. It removes the requirement to disclose the approximate amount of future benefits covered by insurance contracts. The guidance is effective for the Company with the Company’s annual filing for the year ended December 31, 2020 and the Company will make the required disclosure changes in that filing. Adoption will not have an impact on the Company’s results of operations, financial position, and cash flows. Intangibles – Goodwill and other – Internal-Use Software In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Improvements to Nonemployee Share-based Payment Accounting In June 2018, the FASB issued ASU No. 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 aligns the accounting for share-based payment awards to employees and non-employees. Under ASU 2018-07 the existing employee guidance will apply to nonemployee share-based transactions, except for specific guidance related to the attribution of compensation cost. ASU 2018-07 should be applied to all new awards granted after the date of adoption. ASU 2018-07 is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-07 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements. Income Statement – Reporting Comprehensive Income In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220) (ASU 2018-02), which amends existing standards for income statement-reporting comprehensive income to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Cuts and Jobs Act and improve the usefulness of information reported to financial statements users. ASU 2018-02 will be effective for beginning after December 15, 2018, and early adoption is permitted. The Company adopted ASU 2018-02 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements. Goodwill In January 2017, the FASB amended "Goodwill" to simplify the subsequent measurement of goodwill. The amended guidance eliminates Step 2 from the goodwill impairment test. Instead, impairment is defined as the amount by which the carrying value of the reporting unit exceeds its fair value, up to the total amount of goodwill of the reporting unit. The new guidance is effective for the Company on January 1, 2020 and is not expected to have an impact on our results of operations, financial position, and cash flows. Financial Instruments In June 2016, the FASB amended "Financial Instruments" to provide financial statement users with more decision-useful information about the expected credit losses on debt instruments and other commitments to extend credit held by a reporting entity at each reporting date. During November 2018 and April 2019, the FASB made amendments to the new standard that clarified guidance on several matters, including accrued interest, recoveries, and various codification improvements. The new standard, as amended, replaces the incurred loss impairment methodology in the current standard with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to support credit loss estimates. The new guidance is effective for us on January 1, 2020, and in the first half of 2019, we established an implementation team and began analyzing the impact on our current policies and procedures to identify potential differences that would result from applying the requirements of the new standard. The implementation team reports findings and progress of the project to management on a frequent basis. Through this process, we have identified appropriate changes to our processes, systems, and controls to support recognition and disclosure under the new standard. The Company is still evaluating the impact of the new standard on the Company’s results of operations, financial position, and cash flows. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. Recently Adopted Accounting Pronouncements Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public entities, the standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities, the standard is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Company adopted ASU 2016-15 effective January 1, 2018; such adoption had no material impact on the Company’s financial statements. Leases (ASU 2019-01) In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements, which removed the requirement for an entity to disclose in the interim periods after adoption, the effect of the change on income from continuing operations, net income, any other affected financial statement line item, and any affected per share amount. For lessors, the new leasing standard requires leases to be classified as a sales-type, direct financing or operating leases. These criteria focus on the transfer of control of the underlying lease asset. This standard and related update was effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2016-02 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements, given that the noncancelable term of the Company’s current lease is less than 12 months. Leases (ASU 2016-02) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC 840 “Leases.” These amendments also require qualitative disclosures along with specific quantitative disclosures. These amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company can elect to record a cumulative-effect adjustment as of the beginning of the year of adoption or apply a modified retrospective transition approach. The Company expects that substantially all of its operating lease commitments will be subject to the new guidance and will be recognized as operating lease liabilities and right-of-use assets upon adoption. The Company adopted ASU 2016-02 effective January 1, 2019; such adoption had no material impact on the Company’s financial statements, given that the noncancelable term of the Company’s current lease is less than 12 months. |
3. SUMMARY OF SIGNIFICANT ACC_3
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurements | The following table summarize the Company’s fair value measurements by level at March 31, 2020 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 158,472 The following table summarize the Company’s fair value measurements by level at December 31, 2019 for the assets measured at fair value on a recurring basis: Level 1 Level 2 Level 3 Derivative liability $ – $ – $ 60,909 |
Schedule of intangible assets | March 31, 2020 and December 31, 2019 Gross Carrying Value Accumulated Amortization and Impairment Intellectual property $ – $ 1,000 Patents $ – $ 14,320 |
Schedule of antidilutive shares | March 31, 2020 December 31, 2019 Options to purchase shares of common stock – – Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,000,000 50,000,000 |
4. INTANGIBLE PROPERTY (Tables)
4. INTANGIBLE PROPERTY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | March 31, 2020 December 31, 2019 Intellectual property $ – $ 1,000 Patents – 14,320 Accumulated amortization – (15,320 ) $ – $ – |
7. SHAREHOLDERS' EQUITY (Tables
7. SHAREHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of stock issued | Date Shares Issuance Description Relationship Share Price Amount 1/7/19 90,000 Services Non-related party 0.100 9,000 1/25/19 100,000 Services Non-related party 0.088 8,800 2/6/19 226,715 Cash Non-related party 0.061 13,784 2/14/19 12,500 Services Non-related party 0.306 3,825 2/19/19 166,667 Services Non-related party 0.240 40,000 3/5/19 289,500 Cash Non-related party 0.120 34,740 3/7/19 50,000 Services Non-related party 0.192 9,600 3/13/19 50,000 Services Non-related party 0.156 7,800 3/19/19 61,043 Cash Non-related party 0.085 5,176 4/1/19 12,500 Services Non-related party 0.100 1,250 4/22/19 100,000 Execution of new convertible note payable Non-related party 3.160 316,000 4/24/19 50,000 Services Non-related party 3.160 158,000 4/30/19 50,000 Services Non-related party 2.960 148,000 5/11/19 25,000 Services Non-related party 2.800 70,000 5/15/19 250,000 Services Non-related party 0.116 29,000 5/12/19 100,000 Services Non-related party 0.158 15,800 7/11/19 50,000 Services Non-related party 0.050 2,500 7/11/19 150,000 Services Non-related party 0.050 7,500 8/20/19 250,000 Services Non-related party 0.034 8,375 8/20/19 50,000 Services Non-related party 0.034 1,675 8/23/19 746,520 Stock issued for Principal reduction of note payable-related party and accrued interest related party. Shares issued at FMV Related party 0.037 27,621 8/23/19 746,520 Stock issued for Principal reduction of note payable-related party and accrued interest related party. Shares issued at FMV Related party 0.037 27,621 8/29/19 350,000 Services Non-related party 0.039 13,755 9/6/19 200,000 Services Non-related party 0.049 9,800 10/1/2019 63,136 Services Non-related party 0.024 1,515 10/23/2019 200,000 Services Non-related party 0.036 7,200 10/23/2019 200,000 Services Non-related party 0.036 7,200 11/7/2019 300,000 Services Non-related party 0.0235 7,050 11/7/2019 250,000 Services Non-related party 0.0235 5,875 11/11/2019 97,459 Stock issued to GHS Investments for Services. Issued at a discount to the FMV Non-related party 0.018 1,754 11/22/2019 100,000 Services Non-related party 0.021 2,100 12/2/2019 150,000 Services Non-related party 0.021 3,150 12/2/2019 300,000 Services Non-related party 0.021 6,300 12/5/2019 300,000 Services Non-related party 0.021 6,300 12/6/2019 200,000 Services Non-related party 0.021 4,200 2/27/2020 (299,668) Cancellation of director shares Related party 0.001 -- |
2. BASIS OF PRESENTATION (Detai
2. BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (477,505) | $ (200,418) |
Working capital | $ (238,032) |
3. SUMMARY OF SIGNIFICANT ACC_4
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value measurements) - Fair Value Measurements Recurring [Member] - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Inputs Level 1 [Member] | ||
Fair value of derivative liability | $ 0 | $ 0 |
Fair Value Inputs Level 2 [Member] | ||
Fair value of derivative liability | 0 | 0 |
Fair Value Inputs Level 3 [Member] | ||
Fair value of derivative liability | $ 158,472 | $ 60,909 |
3. SUMMARY OF SIGNIFICANT ACC_5
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Intangible Assets) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible asset, gross | $ 0 | $ 15,320 |
Accumulated amortization intangible assets | 0 | 15,320 |
Intellectual Property [Member] | ||
Intangible asset, gross | 0 | 1,000 |
Accumulated amortization intangible assets | 0 | 1,000 |
Patents [Member] | ||
Intangible asset, gross | 0 | 14,320 |
Accumulated amortization intangible assets | $ 0 | $ 14,320 |
3. SUMMARY OF SIGNIFICANT ACC_6
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Antidilutive shares) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Total potentially dilutive shares | 50,000,000 | 50,000,000 |
Options [Member] | ||
Total potentially dilutive shares | 0 | 0 |
Series A Preferred Stock [Member] | ||
Total potentially dilutive shares | 50,000,000 | 50,000,000 |
3. SUMMARY OF SIGNIFICANT ACC_7
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | |||||
Reverse stock split | A 1 for 20 reverse stock split effective June 24, 2019 | ||||
Cash | $ 2,464 | $ 5,044 | $ 3,111 | $ 7,920 | |
Cash equivalents | 0 | 0 | |||
Advertising and marketing | 0 | 0 | |||
Impairment of intangible assets | 0 | 0 | |||
Intangible assets, net | 0 | $ 0 | |||
Operating expenses | 52,197 | 198,602 | |||
Research and development | 2,741 | 14,257 | |||
Professional fees | 48,960 | 44,448 | |||
General and administrative expenses | 496 | 60,872 | |||
Share-based compensation expense | $ 0 | $ 79,025 |
4. INTANGIBLE PROPERTY (Details
4. INTANGIBLE PROPERTY (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible assets, gross | $ 0 | $ 15,320 |
Accumulated amortization | 0 | (15,320) |
Intangible assets, net | 0 | 0 |
Intellectual Property [Member] | ||
Intangible assets, gross | 0 | 1,000 |
Accumulated amortization | 0 | (1,000) |
Intangible assets, net | 0 | 0 |
Patents [Member] | ||
Intangible assets, gross | 0 | 14,320 |
Accumulated amortization | 0 | (14,320) |
Intangible assets, net | $ 0 | $ 0 |
4. INTANGIBLE PROPERTY (Detai_2
4. INTANGIBLE PROPERTY (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Capitalized legal expenses | $ 14,320 |
Impairment loss | $ 14,320 |
5. NOTE PAYABLE (Details Narrat
5. NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 24, 2020 | Mar. 31, 2020 | |
Accrued interest | $ 6,658 | |
Line of credit outstanding | $ 0 | |
Revolving Line [Member] | ||
Line of credit maximum amount | $ 2,000,000 | |
Line of credit interest rate | prime plus 5% |
6. CONVERTIBLE NOTE PAYABLE (De
6. CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 4 Months Ended | |||
Apr. 22, 2019 | Mar. 31, 2020 | Feb. 05, 2020 | Dec. 31, 2019 | |
Convertible Promissory Note [Member] | ||||
Convertible notes payable | $ 85,766 | |||
Convertible Promissory Note [Member] | GHS Investments [Member] | ||||
Debt face amount | $ 57,000 | |||
Debt stated interest rate | 8.00% | |||
Debt maturity date | Feb. 21, 2020 | |||
Convertible notes payable | $ 57,000 | |||
Promissory Debenture [Member] | Emry Capital [Member] | ||||
Debt face amount | $ 70,000 | |||
Debt stated interest rate | 1500.00% | |||
Derivative liability | $ 167,766 | |||
Unamortized debt discount | $ 158,472 |
7. SHAREHOLDERS' EQUITY (Detail
7. SHAREHOLDERS' EQUITY (Details - Stock issuances) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Stock issued for cash, value | $ 53,700 | ||
Stock issued for convertible note payable, value | $ 35,000 | ||
Cancellation of shares [Member] | |||
Cancellation of shares to director, shares | 299,668 | ||
Cancellation of shares to director, value | $ 0 | ||
Non-related parties [Member] | |||
Stock issued for services, shares | 4,167,262 | ||
Stock issued for services, value | $ 597,324 | ||
Stock issued for cash, shares | 287,758 | ||
Stock issued for cash, value | $ 53,700 | ||
Stock issued for convertible note payable, shares | 100,000 | ||
Stock issued for convertible note payable, value | $ 316,000 | ||
Stock issued for note payable and accrued interest, shares | 1,493,040 | ||
Stock issued for note payable and accrued interest, value | $ 55,242 |
7. SHAREHOLDERS' EQUITY (Deta_2
7. SHAREHOLDERS' EQUITY (Details Narrative) - USD ($) | Jan. 09, 2020 | Mar. 24, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Options [Member] | ||||
Options outstanding | 29,887 | |||
Saveene [Member] | ||||
Stock converted, amount converted | $ 35,000 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock outstanding | 50,000,000 | 50,000,000 | ||
Proceeds from sale of preferred stock | $ 94,766 | |||
Series B Preferred Stock [Member] | ||||
Preferred stock outstanding | 5,000 | 0 | ||
Series B Preferred Stock [Member] | Saveene [Member] | ||||
Stock converted, shares issued | 5,000 | |||
Series C Preferred Stock [Member] | ||||
Preferred stock outstanding | 10,000 | 0 | ||
Series C Preferred Stock [Member] | Saveene [Member] | ||||
Stock converted, shares issued | 10,000 |