TurnKey Capital (TKCI) 10-K 1 Apr 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Apr. 01, 2020	Jun. 28, 2019
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, 2019
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	Yes
Entity Interactive Data Current	Yes
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	2019
Entity Common Stock, Shares Outstanding		422,699
Entity Public Float			$ 694,235
Entity File Number	333-186282
Entity Incorporation State Country Code	NV

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current Assets
Cash	$ 1,253	$ 3,398
Total current assets	1,253	3,398
Computer equipment, net	1,305	1,805
Total assets	2,558	5,203
Current Liabilities
Accounts payable and accrued expenses	2,228	10,565
Advances payable	200,000	200,000
Accounts payable - related parties	567,985	302,483
Advances - related party	377,123	312,113
Total Current Liabilities	1,147,336	825,161
Commitments and contingencies (Notes 1)
Stockholders' Deficit
Preferred stock, $0.001 par value, 5,000,000 shares authorized; 600,000 shares issued and outstanding	600	600
Common stock, $0.001 par value, 750,000,000 shares authorized; 422,699 shares issued and outstanding.	423	423
Additional paid-in capital	1,202,147	1,202,147
Accumulated deficit	(2,347,948)	(2,023,128)
Total stockholders' deficit	(1,144,778)	(819,958)
Total liabilities and stockholders' deficit	$ 2,558	$ 5,203

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
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	422,699	422,699
Common stock, shares outstanding	422,699	422,699

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income
Revenue - related party		$ 60,000
Operating Expenses
General and administrative	11,903	20,163
Other operations expense		21,598
Professional fees - related party	270,000	210,850
Legal and professional	42,917	29,076
Total operating expenses	324,820	281,687
Loss from operations	(324,820)	(221,687)
Other Expenses
Settlement expense		(129,070)
Loss before income taxes	(324,820)	(350,757)
Provision for income taxes
Net loss	$ (324,820)	$ (350,757)
Net loss per common share basic and diluted	$ (0.77)	$ (0.86)
Weighted average common shares outstanding basic and diluted	422,699	407,329

Consolidated Statement Stockhol

Consolidated Statement Stockholders' Deficit - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 600	$ 393	$ 1,073,107	$ (1,672,371)	$ (598,271)
Balance, shares at Dec. 31, 2017	600,000	392,699
Common stock issued for settlement of legal action		$ 30	129,040		129,070
Common stock issued for settlement of legal action, shares		30,000
Net loss				(350,757)	(350,757)
Balance at Dec. 31, 2018	$ 600	$ 423	1,202,147	(2,023,128)	(819,958)
Balance, shares at Dec. 31, 2018	600,000	422,699
Net loss				(324,820)	(324,820)
Balance at Dec. 31, 2019	$ 600	$ 423	$ 1,202,147	$ (2,347,948)	$ (1,144,778)
Balance, shares at Dec. 31, 2019	600,000	422,699

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (324,820)	$ (350,757)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	500	300
Changes in assets and liabilities:
(Decrease) increase in accounts payable and accrued expenses	(8,337)	117,729
Increase in accounts payable - related parties	265,502	181,591
Net cash used in operating activities	(67,155)	(51,137)
Cash flows from investing activities -
Purchase of computer equipment		(2,105)
Net cash used in investing activities		(2,105)
Cash flows from financing activities -
Increase in advances payable - related party	65,010	54,615
Net cash provided by financing activities	65,010	54,615
(Decrease) increase in cash	(2,145)	1,373
Cash at beginning of year	3,398	2,025
Cash at end of year	1,253	3,398
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 accounts payable and accrued expenses to common stock		$ 129,070

ORGANIZATION AND GOING CONCERN

ORGANIZATION AND GOING CONCERN	12 Months Ended
	Dec. 31, 2019
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. We are a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. 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 in 2019 and 2018. 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. ROM was inactive during 2019 and did not generate any revenue. Through ROM, we generated revenues of $60,000 for the year ended December 31, 2018 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. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2019, the Company had $1,253 of cash and an accumulated deficit of $2,347,948 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 developing 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. Subsequent Events Management has evaluated events occurring subsequent to the consolidated balance sheet date, through April 1, 2020, which is the date the consolidated financial statements were issued, determining no events require disclosure in these consolidated financial statement, with the exception of the matter described in Note 8.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2019
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. On August 28, 2019, the Company’s Board of Directors approved a 1-for-100 Reverse Split. On September 13, 2019, the Company effected the Reverse Split, reducing the number of common shares outstanding from 42,264,665 to 422,699, of which approximately 25% was controlled by related parties. As a result of the Reverse Split, every 100 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, without any change in the par value per share. All prior year share amounts and per share calculations have been retrospectively adjusted to reflect the impact of this reverse stock split and to provide data on a comparable basis. Such restatements include calculations regarding the Company’s weighted average shares and loss per share. 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 consolidated 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-than not 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, 2019. 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 of common stock 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 of common stock outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares of common stock 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, 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders' $ (324,820 ) $ (350,757 ) Denominator: Weighted average number of common shares outstanding 422,699 407,329 Basic and diluted LPS $ (0.77 ) $ (0.86 ) 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) 291,000 291,000 Recent Accounting Pronouncements On December 18, 2019, the Financial Accounting Standards Board issued the Accounting Standards Update 2019-12 “Income taxes (Topic 740)—Simplifying the accounting for income taxes”. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its 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, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Amounts due to related parties at December 31, 2019 and 2018 are detailed below: December 31, December 31, 2019 2018 Accounts payable - related parties $ 567,985 (1) $ 302,483 (1) Advances - related parties $ 377,123 (2) $ 312,113 (2) ——————— (1) The accounts payable – related parties represents (a) amounts owed to R3 Accounting for accounting related services and are payable on demand and (b) amounts owed to TBG for management and consulting services such as corporate strategic planning and financial strategy and are payable on demand. Effective July 1, 2019 the Company revised its existing agreement with TBG to increase the monthly fee from $10,000 to $25,000. (2) Represents advances of cash from TBG to us which are payable on demand and are non-interest bearing. During the year ended December 31, 2019, the Company incurred $210,000 of expense related to TBG management fees and $60,000 of accounting fees owed to R3 Accounting. 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. ROM was inactive during 2019 and did not generate any revenue. Through ROM, we generated revenue of $60,000 during the year ended December 31, 2018. 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, 2019
Advances Payable
ADVANCES PAYABLE	NOTE 4 – ADVANCES PAYABLE During 2015, the Company received proceeds of $200,000 that were contingent upon completion of a 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 and has proposed to issue 20,000 (as amended for a 1-for-100 reverse stock split) shares of common stock at $10 per share (as amended for a 1-for-100 reverse stock split). As of December 31, 2019, the liability is still unpaid. The advances payable have no stated maturity and bear no interest.

PREFERRED STOCK

PREFERRED STOCK	12 Months Ended
	Dec. 31, 2019
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
PREFERRED STOCK	NOTE 5– PREFERRED STOCK The 600,000 outstanding preferred shares are convertible into 291,000 common shares. The preferred shares are held by Timothy Hart, CFO, and Neil Swartz, CEO, who are also 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.

DEFINITIVE AGREEMENT

DEFINITIVE AGREEMENT	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
DEFINITIVE AGREEMENT	NOTE 6 – DEFINITIVE AGREEMENT On September 13, 2019, the Company entered into a Definitive Acquisition Agreement (the “ EGG is a brand new model for healthcare and wellness that brings together top physicians and wellness professionals into co-practicing communities with shared access to a full-stack technology platform – scheduling, billing, client acquisition, and telemedicine – and flexible access to beautiful office space designed to optimize both the physician and client experience. This model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space that landlords see as a true traffic generator.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 7 – INCOME TAXES A reconciliation of income taxes at the statutory income tax rate to actual income taxes is as follows: 2019 2018 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ (68,212 ) 21 % $ (69,669 ) State taxes, net of federal benefit 5 % (16,241 ) 5 % $ (17,500 ) Change in valuation allowance (26 )% 84,453 (26 )% 87,169 — $ — — $ — The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities consisted of the following: At December 31, 2019 2018 Net operating loss carryforward $ (509,310 ) $ (424,857 ) Valuation allowance 509,310 424,857 Total net deferred tax assets $ — $ — As of December 31, 2019, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $1.94 million. These carryforwards will begin to expire in 2033. During the years ended December 31, 2019 and 2018, the Company assessed its earnings history and trend over the past year and its estimate of future earnings, and determined that it was more likely than not that the deferred tax assets would not be realized in the near term. Accordingly, a valuation allowance was recorded and maintained against the net deferred tax asset for the amount not expected to be realized in the future. The Company is no longer subject to examination by taxing authorities for the years before 2016.

SUBSEQUENT EVENT

SUBSEQUENT EVENT	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENT	NOTE 8 – SUBSEQUENT EVENT In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it is now a global pandemic. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations and could have an adverse impact on our business and our financial results.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2019
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. On August 28, 2019, the Company’s Board of Directors approved a 1-for-100 Reverse Split. On September 13, 2019, the Company effected the Reverse Split, reducing the number of common shares outstanding from 42,264,665 to 422,699, of which approximately 25% was controlled by related parties. As a result of the Reverse Split, every 100 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, without any change in the par value per share. All prior year share amounts and per share calculations have been retrospectively adjusted to reflect the impact of this reverse stock split and to provide data on a comparable basis. Such restatements include calculations regarding the Company’s weighted average shares and loss per share.
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 consolidated 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-than not 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, 2019. 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 of common stock 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 of common stock outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares of common stock 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, 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders' $ (324,820 ) $ (350,757 ) Denominator: Weighted average number of common shares outstanding 422,699 407,329 Basic and diluted LPS $ (0.77 ) $ (0.86 ) 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) 291,000 291,000
Recent accounting pronouncements	Recent Accounting Pronouncements On December 18, 2019, the Financial Accounting Standards Board issued the Accounting Standards Update 2019-12 “Income taxes (Topic 740)—Simplifying the accounting for income taxes”. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles and also improve consistent application by clarifying and amending existing guidance, such as franchise taxes and interim recognition of enactment of tax laws or rate changes. The amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is assessing the effects that the adoption of this accounting pronouncement may have on its 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, 2019
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, 2019 2018 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders' $ (324,820 ) $ (350,757 ) Denominator: Weighted average number of common shares outstanding 422,699 407,329 Basic and diluted LPS $ (0.77 ) $ (0.86 )
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) 291,000 291,000

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Schedule of amounts due to related parties	Amounts due to related parties at December 31, 2019 and 2018 are detailed below: December 31, December 31, 2019 2018 Accounts payable - related parties $ 567,985 (1) $ 302,483 (1) Advances - related parties $ 377,123 (2) $ 312,113 (2) ——————— (1) The accounts payable – related parties represents (a) amounts owed to R3 Accounting for accounting related services and are payable on demand and (b) amounts owed to TBG for management and consulting services such as corporate strategic planning and financial strategy and are payable on demand. Effective July 1, 2019 the Company revised its existing agreement with TBG to increase the monthly fee from $10,000 to $25,000. (2) Represents advances of cash from TBG to us which are payable on demand and are non-interest bearing.

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2019
Income Taxes Tables Abstract
Schedule of effective and statutory income tax reconciliation	A reconciliation of income taxes at the statutory income tax rate to actual income taxes is as follows: 2019 2018 Rate Amount Rate Amount Tax benefit at US statutory rate 21 % $ (68,212 ) 21 % $ (69,669 ) State taxes, net of federal benefit 5 % (16,241 ) 5 % $ (17,500 ) Change in valuation allowance (26 )% 84,453 (26 )% 87,169 — $ — — $ —
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 consisted of the following: At December 31, 2019 2018 Net operating loss carryforward $ (509,310 ) $ (424,857 ) Valuation allowance 509,310 424,857 Total net deferred tax assets $ — $ —

ORGANIZATION AND GOING CONCERN

ORGANIZATION AND GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash on hand	$ 1,253	$ 3,398	$ 2,025
Accumulated deficit	(2,347,948)	(2,023,128)
Revenue - related party		$ 60,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Sep. 12, 2019shares
Accounting Policies [Abstract]
Common stock outstanding before stock split	42,264,665

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Computation of Basic and Diluted Net Loss per Share) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Numerator:
Loss available to common stockholders	$ (324,820)	$ (350,757)
Denominator:
Weighted average number of common shares outstanding	422,699	407,329
Basic and diluted LPS	$ (0.77)	$ (0.86)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of potentially dilutive securities) (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive debt or equity instruments issued and outstanding	291,000	291,000

RELATED PARTY TRANSACTIONS (Sch

RELATED PARTY TRANSACTIONS (Schedule of Amounts Due to Related Parties) (Details) - USD ($)		Dec. 31, 2019	Dec. 31, 2018
Related Party Transactions [Abstract]
Accounts payable - related parties	[1]	$ 567,985	$ 302,483
Advances - related parties	[2]	$ 377,123	$ 312,113
[1]	The accounts payable - related parties represents (a) amounts owed to R3 Accounting for accounting related services and are payable on demand and (b) amounts owed to TBG for management and consulting services such as corporate strategic planning and financial strategy and are payable on demand. Effective July 1, 2019 the Company revised its existing agreement with TBG to increase the monthly fee from $10,000 to $25,000.
[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, 2019	Dec. 31, 2018
Revenue - related party		$ 60,000
R3 Accounting [Member]
Related party expenses	60,000	90,850
TBG Holdings Corporation [Member]
Related party expenses	210,000	120,000
Monthly fee	25,000	10,000
Remote Office Management, Inc. [Member]
Revenue - related party	$ 0	$ 60,000

ADVANCES PAYABLE (Details Narra

ADVANCES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2015
Advances Payable
Amount received from anticipated business transaction		$ 200,000
Number of shares being considered to satisfy liability	20,000
Price per share for shares being considered to satisfy liability	$ 0.10

PREFERRED STOCK (Details Narrat

PREFERRED STOCK (Details Narrative) - shares	Dec. 31, 2019	Dec. 31, 2018
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	291,000

DEFINITIVE AGREEMENT (Details N

DEFINITIVE AGREEMENT (Details Narrative)	Sep. 13, 2019shares
Commitments and Contingencies Disclosure [Abstract]
Shares expected to be issued for Definitive Agreement	70,000,000

INCOME TAXES (Reconciliation of

INCOME TAXES (Reconciliation of Differences Between Effective and Statutory Tax Rates) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Rate
Tax benefit at US statutory rate	21.00%	21.00%
State taxes, net of federal benefit	5.00%	5.00%
Change in valuation allowance	(26.00%)	(26.00%)
Effective rate
Amount
Tax benefit at US statutory rate	$ (68,212)	$ (69,669)
State taxes, net of federal benefit	(16,241)	(17,500)
Change in valuation allowance	84,453	87,169
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, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ (509,310)	$ (424,857)
Valuation allowance	509,310	424,857
Total net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Net operating loss carryforward for income tax reporting purposes	$ 1,940,000
Minimum [Member]
Expiration of net operating loss carryforward	Dec. 31, 2033