TurnKey Capital (TKCI) 10-K 17 Apr 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Apr. 16, 2019	Jun. 30, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	TurnKey Capital, Inc.
Entity Central Index Key	0001567503
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	true
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Common Stock, Shares Outstanding		42,264,665
Entity Public Float			$ 2,530,240

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 3,398	$ 2,025
Total current assets	3,398	2,025
Computer equipment, net	1,805
Total assets	5,203	2,025
Current Liabilities
Accounts payable and accrued expenses	10,565	21,906
Advances payable	200,000	200,000
Accounts payable - related parties	302,483	120,892
Advances - related party	312,113	257,498
Total Current Liabilities	825,161	600,296
Commitments and Contingencies (Notes 1 and 7)
Stockholders' Deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 600,000 shares issued and outstanding at December 31, 2018 and 2017.	600	600
Common stock, $0.001 par value, 750,000,000 shares authorized; 42,264,665 and 39,264,665 shares issued and outstanding at December 31, 2018 and 2017, respectively.	42,265	39,265
Additional paid-in capital	1,160,305	1,034,235
Accumulated deficit	(2,023,128)	(1,672,371)
Total stockholders' deficit	(819,958)	(598,271)
Total liabilities and stockholders' deficit	$ 5,203	$ 2,025

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	600,000	600,000
Preferred stock, shares outstanding	600,000	600,000
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	42,264,665	39,264,665
Common stock, shares outstanding	42,264,665	39,264,665

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income
Revenue - related party	$ 60,000	$ 119,500
Operating Expenses
General and administrative	20,163	21,405
Other operations expense	21,598
Professional fees - related party	210,850	244,050
Legal and professional	29,076	(7,877)
Total operating expenses	281,687	257,578
Loss from operations	(221,687)	(138,078)
Other Expenses
Settlement expense	(129,070)
Loss before income taxes	(350,757)	(138,078)
Provision for income taxes
Net loss	$ (350,757)	$ (138,078)
Net loss per common share basic and diluted	$ (0.01)
Weighted average common shares outstanding basic and diluted	40,679,679	39,247,438

Consolidated Statement Stockhol

Consolidated Statement Stockholders' Equity Deficit - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2016	$ 600	$ 39,217	$ 1,034,283	$ (1,534,293)	$ (460,193)
Balance, shares at Dec. 31, 2016	600,000	39,216,665
Issuance of common stock		$ 48	(48)
Issuance of common stock, shares		48,000			48,000
Stock issued for settlement of legal action, shares					48,000
Net loss				(138,078)	$ (138,078)
Balance at Dec. 31, 2017	$ 600	$ 39,265	1,034,235	(1,672,371)	(598,271)
Balance, shares at Dec. 31, 2017	600,000	39,264,665
Stock issued for settlement of legal action		$ 3,000	126,070		129,070
Stock issued for settlement of legal action, shares		3,000,000
Net loss				(350,757)	(350,757)
Balance at Dec. 31, 2018	$ 600	$ 42,265	$ 1,160,305	$ (2,023,128)	$ (819,958)
Balance, shares at Dec. 31, 2018	600,000	42,264,665

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities:
Net loss	$ (350,757)	$ (138,078)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	300
Changes in assets and liabilities:
Increase (decrease) in accounts payable and accrued expenses	117,729	(37,049)
Increase in accounts payable - related parties	181,591	66,166
Net cash used in operating activities	(51,137)	(108,961)
Cash flows from investing activities -
Purchase of computer equipment	(2,105)
Net cash provided by (used) in investing activities	(2,105)
Cash flows from financing activities -
Increase in advances payable - related party	54,615	109,742
Net cash provided by (used) in financing activities	54,615	109,742
Increase in cash	1,373	781
Cash at beginning of year	2,025	1,244
Cash at end of year	3,398	2,025
Supplemental disclosures of cash flow information
Cash paid during the year for: Taxes paid
Cash paid during the year for: Interest paid
Noncash transaction -
Reclassification of settlement expense from other liabilities to common stock	$ 129,070

ORGANIZATION AND GOING CONCERN

ORGANIZATION AND GOING CONCERN	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND GOING CONCERN	NOTE 1 - ORGANIZATION AND GOING CONCERN Organization and Description of Business TurnKey Capital, Inc. (the “Company,” “we, “our”,” or “us”) was incorporated under the laws of the State of Nevada under the name of Vanell, Corp. on September 7, 2012 (“Inception”). The Company changed its name to Train Travel Holdings, Inc. on March 20, 2014 and to TurnKey Capital, Inc. on January 15, 2016 as a result of changes in its line of business. As of December 31, 2018 and 2017, we are a shell company as defined in Rule 12b-2 of the Exchange Act. Our wholly-owned subsidiaries are Remote Office Management, Inc. (“ROM”), which was formed in 2016 and is discussed below, and Turnkey Home Buyers USA, Inc. which was formed in 2014 and is inactive as of December 31, 2018 and 2017. The Company does not have any paid employees however, the officers and directors continue to work to further the Company’s business objectives. ROM Business ROM was formed to market bundled accounting and computer/information technology (“IT”) services. Simultaneously, ROM entered into a professional services agreement with R3 Accounting, (an accounting firm owned by Timothy Hart, a director, secretary and CFO of the Company), (“R3 Accounting”), and PC Lauderdale (an unrelated computer/IT company). The purpose of the agreement was to form a joint venture whereby these entities would cross-market professional services under ROM for one stop computer/IT and accounting services. Through ROM, we generated revenues of $60,000 and $119,500 for the years ended December 31, 2018 and 2017, respectively, from accounting services. These services were provided to MediXall Group, Inc. (“MediXall”). MediXall is a public reporting company. Each of Mr. Swartz, our President, CEO and director, and Mr. Hart, our CFO and director, is a significant stockholder of MediXall. Mr. Swartz is MediXall’s Interim CEO and Chairman of the Board, and Mr. Hart is MediXall’s CFO and a member of MediXall’s board of directors. In addition, TBG Holdings, Inc. (“TBG”) is a significant stockholder of MediXall. Messrs. Swartz and Hart are both officers and major shareholders of TBG. As such, they may be deemed to be beneficial holders of the MediXall shares held by TBG. ROM was inactive during the third and fourth quarter of 2018 and did not generate any revenue. On June 30, 2017, the Company entered into a Strategic Alliance Agreement (the “SIC Agreement”) with Seminole Indian Company (“SIC”), a company controlled by Chief James E. Billie and Craig Talesman. The purpose and intent of the SIC Agreement is to combine the resources and talents of the Company and SIC, in order to take advantage of every opportunity permitted by tribal sovereignty to create revenue streams in multiple areas in conjunction with operating partners that have existing marketing and customers in place, thereby limiting the capital requirements Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2018, the Company had $3,398 of cash and an accumulated deficit of $2,023,128 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed. We expect TBG to continue to provide support services and advances until sufficient capital is raised. The advances are due on demand and are non-interest bearing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The following summarizes the more significant of these policies and practices. Accounting estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash The Company maintains a cash balance at one financial institution which is covered by the Federal Deposit Insurance Corporation. Income Taxes The Company accounts for income taxes using the liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset the deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-thannot criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The Company assessed its earning history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of December 31, 2018. Accordingly, a valuation allowance was recorded against the net deferred tax asset. Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs. Fair Value of Financial Instruments The carrying value of cash, accounts payable, accrued liabilities and related party advances approximates their fair values because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Revenue Recognition The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed and determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale, with no further obligations. Stock-Based Compensation Stock-based compensation and payments are accounted for at fair value and expensed over the service period. To date, the Company has not adopted a stock option plan and has not granted any stock options. Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net loss per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on loss per share. Therefore, when calculating LPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted net loss per share: Year Ended December 31, 2018 2017 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders' $ (350,757 ) $ (138,078 ) Denominator: Weighted average number of common shares outstanding 40,676,679 39,247,438 Basic and diluted LPS $ (0.01 ) $ — Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 29,100,000 29,100,000 Recent Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-07, “Compensation – Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting,” to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2018 but no earlier than an entity’s adoption date of Topic 606. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements. Reclassifications Certain amounts in the consolidated financial statements were reclassified to allow for consistent presentation for the years presented.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Amounts due to related parties at December 31, 2018 and 2017 are detailed below: December 31, December 31, 2018 2017 Accounts payable - related parties $ 302,483 (1) $ 120,892 (1) Advances - related parties $ 312,113 (2) $ 257,498 (2) ——————— (1) Represents (a) amounts owed to R3 Accounting, owned by Timothy Hart, for accounting related services and are payable on demand and (b) amounts owed to TBG, owned in part by Timothy Hart, and Neil Swartz, for management and consulting services such as corporate strategic planning and financial strategy. (2) Represents advances of cash from TBG to us which are payable on demand and non-interest bearing. During the year ended December 31, 2018, the Company incurred $120,000 of expense related to TBG management fees and $90,850 of accounting fees owed to R3 Accounting. During the year ended December 31, 2017, the company incurred $120,000 of expense related to TBG management fees and $124,050 of accounting fees owed to R3 Accounting. Through ROM, we generated revenues of $60,000 and $119,500 during the years ended December 31, 2018 and 2017, respectively. These services were provided to affiliates. All of the revenues were from MediXall, a related party.

ADVANCES PAYABLE

ADVANCES PAYABLE	12 Months Ended
	Dec. 31, 2018
Advances Payable
ADVANCES PAYABLE	NOTE 4 – ADVANCES PAYABLE During 2015, the Company received proceeds of $200,000 for an anticipated business transaction. During 2016, it became clear that the transaction would not be consummated. The Board of Directors is considering various alternatives to satisfy this liability, including the issuance of 2,000,000 shares of common stock at $0.10 per share. As of December 31, 2018, the liability is still unpaid. The advances payable have no stated maturity and bear no interest.

COMMON STOCK

COMMON STOCK	12 Months Ended
	Dec. 31, 2018
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
COMMON STOCK	NOTE 5 – COMMON STOCK During the year ended December 31, 2017, the Company issued 48,000 shares of common stock related to a common stock holder who previously purchased 189,000 shares in prior years. The Company and the stock holder had a disagreement regarding the amount of shares he should have received. As a result, the Company settled the matter in 2017 by issuing him an additional 48,000 shares of common stock at no cost.

PREFERRED STOCK

PREFERRED STOCK	12 Months Ended
	Dec. 31, 2018
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
PREFERRED STOCK	NOTE 6– PREFERRED STOCK The 600,000 outstanding preferred shares are convertible into 29,100,000 common shares. The preferred shares are held by Timothy Hart, CFO and Neil Swartz, CEO who are a members of the Company’s board of directors. The preferred shares do not pay dividends. The number of votes for the preferred shares shall be the same as the amount of shares of common shares that would be issued upon conversion.

LEGAL MATTERS

LEGAL MATTERS	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
LEGAL MATTERS	NOTE 7 – LEGAL MATTERS In December 2017 the Company was named in a civil arbitration proceeding in San Diego, CA. The complaint alleges a contract dispute between the Company and Fiori Communications, (“Fiori”), related to alleged services that were performed for the Company. Fiori alleged the Company engaged in a breach of contract. The Company settled this action for 3,000,000 shares of its common stock. Accordingly, an expense of $129,070, based on the approximate fair value of the Company common stock at the settlement date, had been recorded on the Company’s consolidated financial statements regarding this matter. The 3,000,000 shares of common stock were issued in July 2018.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8 – INCOME TAXES A reconciliation of differences between the effective income tax rates and the statutory federal rates for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ (69,669 ) 34 % $ (53,407 ) State taxes, net of federal benefit 5 % (17,500 ) 5 % $ (7,854 ) Impact of new tax law — — (13 )% (44,089 ) Change in valuation allowance (26 )% 87,169 (26 )% 105,350 — $ — — $ — The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2018 and 2017 consisted of the following: 2018 2017 Net operating loss carryforward $ (424,857 ) $ (512,026 ) Valuation allowance 424,857 512,026 Total net deferred tax assets $ — $ — As of December 31, 2018, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $1.73 million that may be offset against future taxable income through 2037. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. No tax assets have been reported in the consolidated financial statements because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount. The Company is no longer subject to examination by taxing authorities for the years before 2015.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The following summarizes the more significant of these policies and practices.
Accounting estimates	Accounting estimates The preparation of financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash	Cash The Company maintains a cash balance at one financial institution which is covered by the Federal Deposit Insurance Corporation.
Income Taxes	Income Taxes The Company accounts for income taxes using the liability method prescribed by GAAP. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset the deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-thannot criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. The Company assessed its earning history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of December 31, 2018. Accordingly, a valuation allowance was recorded against the net deferred tax asset.
Fair Value Measurement	Fair Value Measurement The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs. Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs. Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of cash, accounts payable, accrued liabilities and related party advances approximates their fair values because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Revenue Recognition	Revenue Recognition The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) service delivery has occurred, (3) the sales price to the customer is fixed and determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale, with no further obligations.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation and payments are accounted for at fair value and expensed over the service period. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Loss Per Share	Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net loss per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on loss per share. Therefore, when calculating LPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted net loss per share: Year Ended December 31, 2018 2017 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders' $ (350,757 ) $ (138,078 ) Denominator: Weighted average number of common shares outstanding 40,676,679 39,247,438 Basic and diluted LPS $ (0.01 ) $ — Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 29,100,000 29,100,000
Recent accounting pronouncements	Recent Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-07, “Compensation – Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting,” to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2018 but no earlier than an entity’s adoption date of Topic 606. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.
Reclassifications	Reclassifications Certain amounts in the consolidated financial statements were reclassified to allow for consistent presentation for the years presented.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Schedule of computation of basic and diluted net loss per share	Following is the computation of basic and diluted net loss per share: Year Ended December 31, 2018 2017 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders' $ (350,757 ) $ (138,078 ) Denominator: Weighted average number of common shares outstanding 40,676,679 39,247,438 Basic and diluted LPS $ (0.01 ) $ —
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share	Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Preferred stock (convertible) 29,100,000 29,100,000

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Schedule of amounts due to related parties	Amounts due to related parties at December 31, 2018 and 2017 are detailed below: December 31, December 31, 2018 2017 Accounts payable - related parties $ 302,483 (1) $ 120,892 (1) Advances - related parties $ 312,113 (2) $ 257,498 (2) ——————— (1) Represents (a) amounts owed to R3 Accounting, owned by Timothy Hart, for accounting related services and are payable on demand and (b) amounts owed to TBG, owned in part by Timothy Hart, and Neil Swartz, for management and consulting services such as corporate strategic planning and financial strategy. (2) Represents advances of cash from TBG to us which are payable on demand and non-interest bearing.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2018
Income Taxes Tables Abstract
Schedule of effective and statutory income tax reconciliation	A reconciliation of differences between the effective income tax rates and the statutory federal rates for the years ended December 31, 2018 and 2017 are as follows: 2018 2017 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ (69,669 ) 34 % $ (53,407 ) State taxes, net of federal benefit 5 % (17,500 ) 5 % $ (7,854 ) Impact of new tax law — — (13 )% (44,089 ) Change in valuation allowance (26 )% 87,169 (26 )% 105,350 — $ — — $ —
Schedule of tax effect of temporary differences giving rise to significant portions of deferred tax assets and liabilities	The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2018 and 2017 consisted of the following: 2018 2017 Net operating loss carryforward $ (424,857 ) $ (512,026 ) Valuation allowance 424,857 512,026 Total net deferred tax assets $ — $ —

ORGANIZATION AND GOING CONCERN

ORGANIZATION AND GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash on hand	$ 3,398	$ 2,025	$ 1,244
Accumulated deficit	(2,023,128)	(1,672,371)
Revenue - related party	$ 60,000	$ 119,500

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Computation of Basic and Diluted Net Loss per Share) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Numerator:
Loss available to common stockholders	$ (350,757)	$ (138,078)
Denominator:
Weighted average number of common shares outstanding	40,679,679	39,247,438
Basic and diluted LPS	$ (0.01)

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of potentially dilutive securities) (Details) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive debt or equity instruments issued and outstanding	29,100,000	29,100,000

RELATED PARTY TRANSACTIONS (Sch

RELATED PARTY TRANSACTIONS (Schedule of Amounts Due to Related Parties) (Details) - USD ($)		Dec. 31, 2018	Dec. 31, 2017
Related Party Transactions [Abstract]
Accounts payable - related parties	[1]	$ 302,483	$ 120,892
Advances - related parties	[2]	$ 312,113	$ 257,498
[1]	Represents (a) amounts owed to R3 Accounting, owned by Timothy Hart, for accounting related services and are payable on demand and (b) amounts owed to TBG, owned in part by Timothy Hart, and Neil Swartz, for management and consulting services such as corporate strategic planning and financial strategy.
[2]	Represents advances of cash from TBG to us which are payable on demand and non-interest bearing.

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue - related party	$ 60,000	$ 119,500
TBG Holdings Corporation [Member]
Related party expenses	120,000	124,050
R3 Accounting [Member]
Related party expenses	90,850	120,000
Remote Office Management, Inc. [Member]
Revenue - related party	$ 60,000	$ 119,500

ADVANCES PAYABLE (Details Narra

ADVANCES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2015
Advances Payable
Amount received from anticipated business transaction		$ 200,000
Number of shares being considered to satisfy liability	2,000,000
Price per share for shares being considered to satisfy liability	$ 0.10

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative)	12 Months Ended
	Dec. 31, 2017shares
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Issuance of common stock	48,000
Number of previously purchased common stock	189,000
Common stock issued for settlement	48,000

PREFERRED STOCK (Details Narrat

PREFERRED STOCK (Details Narrative) - shares	Dec. 31, 2018	Dec. 31, 2017
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Preferred stock, shares outstanding	600,000	600,000
Number of common stock issuable for total shares of convertible preferred stock	29,100,000

LEGAL MATTERS (Details Narrativ

LEGAL MATTERS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 30, 2018	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Legal provision expenses		$ 129,070
Shares issued to settle legal matter, shares	3,000,000

INCOME TAXES (Reconciliation of

INCOME TAXES (Reconciliation of Differences Between Effective and Statutory Tax Rates) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Rate
Tax benefit at US statutory rate	21.00%	34.00%
State taxes, net of federal benefit	5.00%	5.00%
Impact of new tax law		(13.00%)
Change in valuation allowance	(26.00%)	(26.00%)
Effective rate
Amount
Tax benefit at US statutory rate	$ (69,669)	$ (53,407)
State taxes, net of federal benefit	(17,500)	(7,854)
Impact of new tax law		(44,089)
Change in valuation allowance	87,169	105,350
Effective amount

INCOME TAXES (Tax Effect of Tem

INCOME TAXES (Tax Effect of Temporary Differences Giving Rise to Deferred Tax Assets and Liabilities) (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ (424,857)	$ (512,026)
Valuation allowance	424,857	512,026
Total net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2018USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward for income tax reporting purposes	$ 1,730,000
Expiration of net operating loss carryforward	Dec. 31, 2037