Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | ECARD INC. | ||
Entity Central Index Key | 1,552,743 | ||
Trading Symbol | evrt | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 49,511,775 | ||
Entity Public Float | $ 1,092,000 | ||
Document Type | 10-K | ||
Document Period End date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 100 | |
Total Current Assets | 100 | |
TOTAL ASSETS | 100 | |
Due to related parties | ||
Due to related parties | $ 47,344 | |
Total Current Liabilities | 47,344 | |
Total Liabilities | 47,344 | |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized; 49,511,775 and 49,861,775 shares issued and outstanding at December 31, 2017 and 2016, respectively | 4,951 | 4,986 |
Common stock to be issued, 0 shares and 200,000 shares issuable at December 31, 2017 and 2016, respectively | 20 | |
Additional paid-in capital | 1,059,873 | 1,027,291 |
Accumulated deficit | (1,112,168) | (1,032,197) |
Total Stockholders' Equity | $ (47,344) | 100 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 100 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares, issued | 49,511,775 | 49,861,775 |
Common stock, shares, outstanding | 49,511,775 | 49,861,775 |
Common stock, shares issuable | 0 | 200,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Sales - Net | $ 0 | $ 0 |
Operating Expenses | ||
General and Administrative | 79,071 | 153,673 |
Loss from operations | (79,071) | (153,673) |
Other Income (expense) | ||
Gain on Settlement of Accounts Payable | 2,895 | |
Net Loss from Continuing Operations | (79,071) | (150,778) |
Income (Loss) from discontinued operations | (95,523) | |
Gain on disposition of discontinued operations | 1,328,175 | |
Net Income (Loss) from Discontinued Operations | 1,232,652 | |
Income tax | 900 | |
Net Income (loss) | $ (79,971) | $ 1,081,874 |
Net Loss per share of common stock (basic and diluted) continuing operations (in dollars per share) | $ 0 | $ 0 |
Net Income (Loss) per share of common stock (basic and diluted) discontinued operations (in dollars per share) | 0.03 | |
Net Income (Loss) per share of common stock (basic and diluted) (in dollars per share) | $ 0 | $ 0.02 |
Weighted average number of shares outstanding - basic and diluted (in shares) | 49,869,568 | 49,246,887 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock | Common Stock Issuable | Additional Paid-in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2015 | $ 4,842 | $ 210 | $ 1,015,597 | $ (2,114,071) | $ (1,093,422) |
Balance (in shares) at Dec. 31, 2015 | 48,419,275 | 2,100,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of issuable shares | $ 200 | $ (200) | |||
Issuance of issuable shares (in shares) | 2,000,000 | (2,000,000) | |||
Shares issued for services | $ 1,000 | 59,000 | 60,000 | ||
Shares issued for services (in shares) | 10,000,000 | ||||
Private placement of common stock | $ 210 | $ 10 | 22,280 | 22,500 | |
Private placement of common stock (in shares) | 2,100,000 | 100,000 | |||
Retirement of common stock | $ (1,366) | (75,191) | (76,557) | ||
Retirement of common stock (in shares) | (13,657,500) | ||||
Shares issued for settlement of liabilities | $ 100 | 5,505 | 5,605 | ||
Shares issued for settlement of liabilities (in shares) | 1,000,000 | ||||
Contributed capital - related party | 100 | 100 | |||
Net Income (loss) | 1,081,874 | 1,081,874 | |||
Balance at Dec. 31, 2016 | $ 4,986 | $ 20 | 1,027,291 | (1,032,197) | 100 |
Balance (in shares) at Dec. 31, 2016 | 49,861,775 | 200,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of shares for subscriptions in prior years | $ 20 | $ (20) | |||
Issuance of shares for subscriptions in prior years (in shares) | 200,000 | (200,000) | |||
Cancellation of Shares | $ (55) | 55 | |||
Cancellation of Shares (in shares) | (550,000) | ||||
Expenses paid by former shareholders | 32,527 | 32,527 | |||
Net Income (loss) | (79,971) | (79,971) | |||
Balance at Dec. 31, 2017 | $ 4,951 | $ 1,059,873 | $ (1,112,168) | $ (47,344) | |
Balance (in shares) at Dec. 31, 2017 | 49,511,775 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net Income (loss) | $ (79,971) | $ 1,081,874 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Net loss from discontinued operations | 95,523 | |
Gain on disposition of discontinued operations | (1,328,175) | |
Common stock issued for services | 60,000 | |
Gain on settlement of accounts payable | (2,895) | |
Expenses paid by third party | 49,256 | |
Expenses paid by former shareholder | 32,527 | |
Expenses paid by current shareholder | 47,344 | |
Increase in accounts payable and accrued expenses | 8,390 | |
Net cash used in continuing operating activities | (100) | (36,027) |
Net cash used in discontinued operating activities | (5,648) | |
Net cash used in operating activities | (100) | (41,675) |
Cash Flows from Financing Activities | ||
Proceeds of capital contributions - related party | 100 | |
Issuance of common stock for cash | 22,500 | |
Net cash provided by continuing financing activities | 22,600 | |
Net cash provided by discontinued financing activities | 2,432 | |
Net cash provided by financing activities | 25,032 | |
Decrease in Cash and Cash equivalents | (100) | (16,643) |
Cash and Cash Equivalents - Beginning of Period | 100 | 16,743 |
Cash and Cash Equivalents - End of Period | 100 | |
Supplemental Disclosures | ||
Cash paid for interest | 100 | |
Cash paid for taxes | $ 900 | |
Non-Cash Investing and Financing Activities | ||
Retirement of treasury stock | 76,557 | |
Liabilities paid with common stock | 8,500 | |
Subscription payable | $ 200 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS ECARD INC. (the “Company”), formerly known as The Enviromart Companies, Inc. until October 23, 2017, and formerly known as Environmental Science and Technologies, Inc. until October 19, 2017, was incorporated under the laws of the State of Delaware on June 18, 2012. On June 21, 2013, the Company completed an acquisition of intangible assets comprised of intellectual property and trademarks from its former Chief Executive Officer. In conjunction with the acquisition of the intangible assets, the Company commenced operations. As of January 2, 2015, the Company’s business was operated through its wholly-owned subsidiary, EnviroPack Technologies, Inc. Effective on or about January 15, 2015, the Company changed its name to The Enviromart Companies, and the Company’s wholly-owned subsidiary, EnviroPack Technologies, Inc., changed its name to Enviromart Industries, Inc. The Company’s other wholly owned subsidiaries are currently inactive. On February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (then a significant shareholder), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. On March 21, 2016, the Company entered into a Stock Purchase and Sale Agreement with Michael R. Rosa, founder and a significant shareholder, and Enviromart Industries, Inc., its sole operating subsidiary, pursuant to which the Company agreed to transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc. In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s common stock then owned by him, which shares were returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there was none, as all of the Company’s operations had been conducted through Enviromart Industries, Inc. (its then sole operating subsidiary). The Company accounted for the transaction as a “split-off” per the guidance of ASC 845-10-30-12. The above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority of the Company’s shareholders by written consent on May 4, 2016. As a result of the completion of the purchase and sale transaction, the Company’s operating business has been discontinued. On October 5, 2017, the Company entered into a Stock Purchase Agreement (the “SPA”) with Eastone Equities, LLC, a New York limited liability company (the “Purchaser”) and certain selling stockholders, pursuant to which the Purchaser acquired 44,566,412 shares of common stock of the Company from Sellers for an aggregate purchase price of $295,000. The transaction contemplated in the SPA closed on October 9, 2017. The Shares represent approximately 90% of issued and outstanding common stocks of the Company. The transaction has resulted in a change in control of the Company. On October 23, 2017, the Company, with the unanimous approval of its board of directors by written consent in lieu of a meeting, filed another Certificate of Amendment (the “Second Certificate of Amendment”) with the Secretary of State of Delaware. As a result of the Second Certificate of Amendment, the Company changed its name to “ECARD INC.”, effective as of October 23, 2017. Accordingly, the Company now has only minimal assets and liabilities, did not have any substantial business operations; accordingly, there were no significant revenues or positive cash flows the year ended December 31, 2017. Management’s efforts are focused on seeking out a new and profitable operating business with strong growth potential. From and after the sale, unless and until the Company completes an acquisition, its expenses are expected to consist solely of legal, accounting and compliance costs, including those related to complying with reporting obligations under the Securities and Exchange act of 1934. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Enviromart Industries, Inc. (f/k/a EnviroPack Technologies, Inc.), which was consolidated through March 31, 2016 and the results of its operations are shown as discontinued operations. All inter-company accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. Concentration of Risk Deposits made at financial institutions in the United States are subject to federally depository insurance maximum; deposits in excess of the amount are subject to concentrations of credit risk of the financial institution; however, Management believe that financial institutions located in the US are unlikely to become insolvent. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. Basic and Diluted Earnings (Loss) Per Share Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic earnings per share is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive for all periods presented. There were no potentially dilutive or anti-dilutive securities during the periods ended December 31, 2017, and 2016. Revenue Recognition Revenue is recognized across all segments of the business when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectability is reasonably assured. Revenue is recognized at the time title passes and risk of loss is transferred to customers. The Company did not earn revenues during the year ended December 31, 2017. Discontinued Operations Per the guidance at ASU 2014-10, the Company has presented discontinued operations related to the transfer of the former operating subsidiary (see Note 7) in the period in which either the discontinued operation has been disposed of or classified as held for sale. Stock-Based Compensation The Company expenses all stock-based payments to employees and non-employee directors based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. Recently Issued Financial Accounting Standards In January 2017, the Financial Accounting Standard Board (“FASB”) issued guidance, which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. In August 2017, the FASB issued guidance, which amends the existing accounting standards for derivatives and hedging. The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. In January 2017, the FASB issued guidance, which amended the existing accounting standards for business combinations. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows. The guidance requires entities to present the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. In October 2016, the FASB issued guidance, which amends the existing accounting for Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs. It also requires modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. In August 2016, the FASB issued guidance, which amends the existing accounting standards for the classification of certain cash receipts and cash payments on the statement of cash flows. In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. In February 2016, the FASB issued guidance, which amends the existing accounting standards for leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification. Under the new guidance, a lessee will be required to recognize assets and liabilities for all leases with lease terms of more than twelve months. In January 2016, the FASB issued guidance, which amends the existing accounting standards for the recognition and measurement of financial assets and financial liabilities. The guidance primarily addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company is currently assessing the financial impact of the above recently issued accounting pronouncements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3. GOING CONCERN During the year ended December 31, 2017, the Company has been unable to generate cash flows sufficient to support its operations and has been dependent on capital contributions prior controlling shareholders, and related party advances from the current controlling shareholder. In addition, the Company has experienced recurring net losses, and has an accumulated deficit of $1,112,168, and working capital deficit of $47,344 as of December 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from any future operations or that funds will be available from external sources such as debt or equity financings or other potential sources. If the Company is unable to raise capital from external sources when required, there would be a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders. Management is now seeking an operating company with which to merge or acquire. In the foreseeable future, the Company will rely on related parties such as its controlling shareholder, to provide advances to funds general corporate purposes and any potential acquisitions of profitable investments. There is no assurance, however, that the Company will achieve its objectives or goals. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS On March 21, 2016, the Company entered into a Stock Purchase and Sale Agreement with Michael R. Rosa, founder and then a significant shareholder, and Enviromart Industries, Inc., its sole operating subsidiary, pursuant to which the Company agreed to transfer to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc. In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares which he controlled, which shares were returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. have assumed and discharged any and all of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations had been conducted through Enviromart Industries, Inc. (its sole operating subsidiary). The above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority of the Company’s shareholders by written consent on May 4, 2016. As a result of the completion of the purchase and sale transaction, the Company’s operating business has been discontinued, and it is focusing on seeking to acquire an operating business with strong growth potential. The Company accounted for this transaction as a “split-off” per the guidance at ASC 845-10-30-12 and recognized a gain of $1,328,175 on the difference between the fair value of the consideration received and the book value of the net assets of the subsidiary. On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 to a related party in consideration for his agreement to fund the Company’s audit and accounting fees and to provide office space for the Company. During the year ended December 31, 2017, the Company’s previous controlling shareholder paid expenses on behalf of the Company in the amount of $32,527. This amount has been credited additional paid-in capital as contribution paid shareholder. During the year ended December 31, 2017, the Company’s current controlling shareholder paid expenses on behalf of the Company in the amount of $47,344. This amount has been recorded as amount due to related party. The balance is unsecured, non-interest bearing, and due on demand with no specified repayment schedule. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDER' EQUITY | NOTE 5. STOCKHOLDERS’ EQUITY Private Offering During January, 2016, the Company issued 2,000,000 shares to accredited investors related to their stock purchase agreements dated December 31, 2015. These shares were sold at $0.0057 per share for proceeds of $11,400 and were originally reported as common stock to be issued at December 31, 2015. On January 31, 2016, the Company agreed to sell 100,000 units, with each unit consisting of one share of our common stock and a warrant to purchase ½ shares of common stock at a price of $0.25, to an accredited investor for gross proceeds of $10,000 (a per unit price of $.10). As of March 31, 2016, the Company granted this accredited investor 100,000 warrants related to his unit purchase transactions. Under the terms of the Stock Purchase and Sale Agreement, these warrants were terminated. On June 6, 2016, the Company sold an aggregate of 2,100,000 shares of our common stock to a related party accredited investor for gross proceeds of $12,500 (a per share price of $0.006). On May 9, 2017, the Company issued 200,000 shares of common stock related to stock purchase agreements dated December 31, 2015 and January 31, 2016. Stock-Based Compensation On June 6, 2016, the Company issued 1,000,000 shares to a third party as settlement of liabilities valued at $8,500. There shares were valued at $0.006 per share or $5,605, resulting in a gain on settlement of $2,895. On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 to an individual, who became a significant stockholder as a result of this transaction, in consideration for legal services. On July 19, 2016, the Company issued 5,000,000 shares valued at $30,000 to a related party in consideration for his agreement to fund the Company’s audit and accounting fees and to provide office space for the Company. Cancellation of Shares On October 6, 2017, two shareholders submitted three certificates for cancellation. The shares cancelled shares totaled 550,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Except as disclosed herein, we are not a party to any pending legal proceeding. To the knowledge of our management, except as disclosed herein, no federal, state or local governmental agency is presently contemplating any proceeding against us. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 7. DISCONTINUED OPERATIONS On February 16, 2016, The Rushcap Group, Inc. (“Rushcap”), an affiliate of Mark Shefts (a significant shareholder), notified us that, effective March 31, 2016, it was discontinuing its funding of our wholly owned subsidiary under the Inventory Financing Agreement dated June 19, 2015. Rushcap reserved the right to discontinue the funding prior to March 31, 2016, if it so determined. The discontinuation of funding was expected to have a material adverse effect on our business, financial condition and results of operation, as we did not believe that we would be able to timely secure funding to replace the discontinued Inventory Financing. In light of the discontinuation of funding, our Board of Directors spent approximately one month assessing the operating company’s current business and funding prospects, including whether to transfer the operating subsidiary to Michael R. Rosa, our founder and a significant shareholder, in accordance with that certain Agreement between the Company, Mr. Rosa and Mr. Shefts, dated July 14, 2014 (“Break-up Agreement”). The Break-up Agreement was disclosed in the Company’s Current Report on Form 8-K filed July 18, 2014, which is incorporated herein by this reference. Our Board of Directors concluded that the discontinuation of funding would have a material adverse effect on our business, financial condition and results of operation, as it did not believe that it would be able to timely secure funding to replace the discontinued Inventory Financing. On March 17, 2016, our Board of Directors approved the sale of our sole operating subsidiary, Enviromart Industries, Inc., to Michael R. Rosa, our founder and a significant shareholder, as contemplated by the Break-up Agreement. On March 21, 2016, we entered into a Stock Purchase and Sale Agreement with Michael R. Rosa and Enviromart Industries, Inc., our sole operating subsidiary, pursuant to which we transferred to Mr. Rosa all the issued and outstanding capital stock of Enviromart Industries, Inc. In consideration for the transfer of the operating subsidiary to Mr. Rosa, he surrendered to us all 13,657,500 shares of the Company’s common stock then owned by him, which shares have been returned to the status of authorized and unissued shares. In addition, Mr. Rosa and Enviromart Industries, Inc. agreed to assume and discharge any and all of the Company’s liabilities existing as the closing date, of which there were none, as all of the Company’s operations had been conducted through Enviromart Industries, Inc. (its then sole operating subsidiary). The above described purchase and sale transaction closed on July 21, 2016, effective April 1, 2016, and was approved by a majority of the Company’s shareholders by written consent on May 4, 2016. As a result of the completion of the purchase and sale transaction, the Company’s operating business has been discontinued, and it is focusing on seeking to acquire an operating business with strong growth potential. The loss from discontinued operations presented in the statement of operations for the year December 31, 2016 consisted of the following: Year Ended December 31, 2016 Revenue $ 538,629 Cost of goods sold 339,914 Gross profit 198,715 Operating Expenses (263,066 ) Other Expenses (31,172 ) Loss from Discontinued Operations $ (95,523 ) As a result of this transaction, the Company has recorded a gain on disposition of discontinued operations of $1,328,175. The Company considers this transaction to be a tax-free reorganization and accordingly there is no provision for income taxes. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8. INCOME TAXES The Company is subject to U.S. federal and New Jersey income tax laws. The company incurred operating loses in 2017 and 2016. In 2016, the Company had previously recorded deferred tax assets based on net operating losses; however, the Company provided 100% valuation allowance against those assets. In 2017, the Company continued to incur net operating losses; however, at the time of this report, management has not determined when it would generate taxable profits; accordingly, management has not recognized additional deferred tax assets for the year ended December 31, 2017. The Company recorded and paid annual minimum state franchise tax which has been expensed to its result of operations for the year ended December 31, 2017. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended December 31, 2017 including a reduction in the corporate tax rate from 34% to 21% among other changes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has evaluated subsequent events through the date the financial statements were issued and up to the time of filing with the Securities and Exchange Commission and has determined that were no material subsequent events that came to management’s attention that required disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Enviromart Industries, Inc. (f/k/a EnviroPack Technologies, Inc.), which was consolidated through March 31, 2016 and the results of its operations are shown as discontinued operations. All inter-company accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. |
Concentration of Risk | Concentration of Risk Deposits made at financial institutions in the United States are subject to federally depository insurance maximum; deposits in excess of the amount are subject to concentrations of credit risk of the financial institution; however, Management believe that financial institutions located in the US are unlikely to become insolvent. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. |
Basic and Diluted Earnings (Loss) Per Share | Basic and Diluted Earnings (Loss) Per Share Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings per share is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic earnings per share is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive for all periods presented. There were no potentially dilutive or anti-dilutive securities during the periods ended December 31, 2017, and 2016. |
Revenue Recognition | Revenue Recognition Revenue is recognized across all segments of the business when there is persuasive evidence of an arrangement, delivery has occurred, price has been fixed or is determinable, and collectability is reasonably assured. Revenue is recognized at the time title passes and risk of loss is transferred to customers. The Company did not earn revenues during the year ended December 31, 2017. |
Discontinued Operations | Discontinued Operations Per the guidance at ASU 2014-10, the Company has presented discontinued operations related to the transfer of the former operating subsidiary (see Note 7) in the period in which either the discontinued operation has been disposed of or classified as held for sale. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses all stock-based payments to employees and non-employee directors based on the grant date fair value of the awards over the requisite service period, adjusted for estimated forfeitures. |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards In January 2017, the Financial Accounting Standard Board (“FASB”) issued guidance, which simplifies the accounting for goodwill impairment. The updated guidance eliminates Step 2 of the impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. In August 2017, the FASB issued guidance, which amends the existing accounting standards for derivatives and hedging. The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP. In January 2017, the FASB issued guidance, which amended the existing accounting standards for business combinations. The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows. The guidance requires entities to present the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. In October 2016, the FASB issued guidance, which amends the existing accounting for Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs. It also requires modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. In August 2016, the FASB issued guidance, which amends the existing accounting standards for the classification of certain cash receipts and cash payments on the statement of cash flows. In June 2016, the FASB issued guidance, which requires credit losses on financial assets measured at amortized cost basis to be presented at the net amount expected to be collected, not based on incurred losses. Further, credit losses on available-for-sale debt securities should be recorded through an allowance for credit losses limited to the amount by which fair value is below amortized cost. In February 2016, the FASB issued guidance, which amends the existing accounting standards for leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification. Under the new guidance, a lessee will be required to recognize assets and liabilities for all leases with lease terms of more than twelve months. In January 2016, the FASB issued guidance, which amends the existing accounting standards for the recognition and measurement of financial assets and financial liabilities. The guidance primarily addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The Company is currently assessing the financial impact of the above recently issued accounting pronouncements. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Loss from discontinued operations | Year Ended December 31, 2016 Revenue $ 538,629 Cost of goods sold 339,914 Gross profit 198,715 Operating Expenses (263,066 ) Other Expenses (31,172 ) Loss from Discontinued Operations $ (95,523 ) |
ORGANIZATION AND DESCRIPTION 18
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - USD ($) | Oct. 05, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization And Description Of Business [Line Items] | |||
Entity incorporation, state country name | Delaware | ||
Entity incorporation, date of incorporation | Jun. 18, 2012 | ||
Number of common stock shares surrendered by Mr. Rosa | 13,657,500 | ||
Eastone Equities, LLC | |||
Organization And Description Of Business [Line Items] | |||
Number of shares acquired by purchaser | 44,566,412 | ||
Aggregate purchase price | $ 295,000 | ||
Percentage of shares issued and outstanding | 90.00% |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Going Concern [Abstract] | ||
Accumulated deficit | $ (1,112,168) | $ (1,032,197) |
Working capital deficit | $ (47,344) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 19, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Value of shares issued for audit and accounting fees and to provide office space | $ 60,000 | ||
Expenses paid by former shareholder | $ 32,527 | ||
Expenses paid by current stockholder on behalf of company | 47,649 | ||
Number of common stock shares surrendered by Mr. Rosa | 13,657,500 | ||
Gain on disposition of discontinued operations | $ 1,328,175 | ||
Expenses paid by former shareholder | 32,527 | ||
Expenses paid by current shareholder | $ 47,344 | ||
Common Stock | |||
Related Party Transaction [Line Items] | |||
Value of shares issued for audit and accounting fees and to provide office space | $ 1,000 | ||
Shares issued for audit and accounting fees and to provide office space (in shares) | 10,000,000 | ||
Common Stock | Related party | |||
Related Party Transaction [Line Items] | |||
Value of shares issued for audit and accounting fees and to provide office space | $ 30,000 | ||
Shares issued for audit and accounting fees and to provide office space (in shares) | 5,000,000 |
STOCKHOLDERS' EQUITY (Detail Te
STOCKHOLDERS' EQUITY (Detail Textuals) | Oct. 06, 2017ShareholdersCertificatesshares | May 09, 2017shares | Jun. 06, 2016USD ($)$ / sharesshares | Jul. 19, 2016USD ($)shares | Mar. 31, 2016shares | Jan. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2017shares | Dec. 31, 2016USD ($)shares |
Stockholders Equity [Line Items] | ||||||||
Common stock share issued against stock purchase agreements | 200,000 | |||||||
Issuance of common stock for cash | $ | $ 22,500 | |||||||
Liabilities paid with common stock | $ | 8,500 | |||||||
Shares issued for settlement of liabilities | $ | 5,605 | |||||||
Gain on settlement of accounts payable | $ | 2,895 | |||||||
Value of shares issued for audit and accounting fees and to provide office space | $ | $ 60,000 | |||||||
Number of shareholder submitted certificates for cancellation | Shareholders | 2 | |||||||
Number of certificates for cancellation | Certificates | 3 | |||||||
Cancellation of shares | 550,000 | |||||||
Common Stock | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock share issued against stock purchase agreements | 2,000,000 | |||||||
Private placement of common stock (in shares) | 2,100,000 | |||||||
Issuance of shares of common stock related to stock purchase agreements | 200,000 | 200,000 | ||||||
Shares issued for settlement of liabilities (in shares) | 1,000,000 | |||||||
Shares issued for settlement of liabilities | $ | $ 100 | |||||||
Value of shares issued for audit and accounting fees and to provide office space | $ | $ 1,000 | |||||||
Shares issued for audit and accounting fees and to provide office space (in shares) | 10,000,000 | |||||||
Common Stock | Accredited investor | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock share issued against stock purchase agreements | 2,000,000 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 0.006 | $ 0.0057 | ||||||
Issuance of common stock for cash | $ | $ 12,500 | $ 11,400 | ||||||
Number of warrant to purchase common stock | 100,000 | |||||||
Warrant exercise per unit price | $ / shares | $ 0.10 | |||||||
Proceeds from issuance of common stock | $ | $ 10,000 | |||||||
Number of warrant granted | 100,000 | |||||||
Private placement of common stock (in shares) | 2,100,000 | |||||||
Common Stock | Third party | ||||||||
Stockholders Equity [Line Items] | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.006 | |||||||
Shares issued for settlement of liabilities (in shares) | 1,000,000 | |||||||
Liabilities paid with common stock | $ | $ 8,500 | |||||||
Shares issued for settlement of liabilities | $ | $ 5,605 | |||||||
Common Stock | Related party | ||||||||
Stockholders Equity [Line Items] | ||||||||
Value of shares issued for audit and accounting fees and to provide office space | $ | $ 30,000 | |||||||
Shares issued for audit and accounting fees and to provide office space (in shares) | 5,000,000 | |||||||
Common Stock | Stockholder | ||||||||
Stockholders Equity [Line Items] | ||||||||
Value of shares issued for audit and accounting fees and to provide office space | $ | $ 30,000 | |||||||
Shares issued for audit and accounting fees and to provide office space (in shares) | 5,000,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Revenue | $ 538,629 |
Cost of goods sold | 339,914 |
Gross profit | 198,715 |
Operating Expenses | (263,066) |
Other Expenses | (31,172) |
Loss from Discontinued Operations | $ (95,523) |
DISCONTINUED OPERATIONS (Deta23
DISCONTINUED OPERATIONS (Detail Textuals) | 12 Months Ended |
Dec. 31, 2016shares | |
Discontinued Operations and Disposal Groups [Abstract] | |
Number of common stock shares surrendered by Mr. Rosa | 13,657,500 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Deferred Tax Assets, Valuation Allowance | 100.00% | |
US corporate income tax rate | 34.00% | |
Corporate income tax rate effective in 2018 | 21.00% |