Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018 | |
Document And Entity Information | |
Entity Registrant Name | Hoverink Biotechnologies, Inc. |
Entity Central Index Key | 1,586,494 |
Document Type | S1 |
Document Period End Date | Sep. 30, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Trading Symbol | hvbh |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | |||
Cash and cash equivalents | $ 950 | ||
Prepaid expenses | 7,253 | 16,007 | |
Total Current assets | 7,253 | 16,957 | |
TOTAL ASSETS | 7,253 | 16,957 | 0 |
Current Liabilities | |||
Bank Overdraft | 175 | ||
Accounts payable and accrued liabilities | 2,451,524 | 1,499,396 | 189,015 |
Notes payable | 35,000 | 35,000 | 35,000 |
Total Current Liabilities | 2,486,699 | 1,534,396 | 224,014 |
Long Term Liabilities | |||
Notes payable | 69,069 | 17,000 | |
Note payable-related party | 145,484 | 147,813 | 56,133 |
Convertible note | 2,500 | ||
TOTAL LIABILITIES | 2,703,752 | 1,699,209 | 280,148 |
Shareholders' Deficit | |||
Common stock value | 7,677 | 6,677 | 1,387 |
Additional paid in capital | 1,629,130 | 1,370,130 | 20 |
Accumulated deficit | (4,333,306) | (3,059,059) | (281,555) |
Total STOCKHOLDERS' DEFICIT | (2,696,499) | (1,682,252) | (280,148) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 7,253 | $ 16,957 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 76,772,000 | 66,772,000 | 13,872,000 |
Common stock, shares outstanding | 76,772,000 | 66,772,000 | 13,872,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Expenses | ||||||
General and administration | $ 13,103 | $ 6,500 | $ 28,732 | $ 6,500 | $ 33,024 | $ 10,220 |
Professional fees | 17,937 | 51,375 | 32,937 | 61,886 | 67,902 | 122,156 |
Management and Director's Fees | 317,500 | 348,678 | 952,500 | 983,678 | 1,301,178 | 2,500 |
Stock based compensation | 260,000 | 595,400 | 260,000 | 595,400 | 1,375,400 | |
Total operating expenses | 608,540 | 1,001,953 | 1,274,169 | 1,647,464 | 2,777,504 | 134,876 |
Loss from operations | (608,540) | (1,001,953) | (1,274,169) | (1,647,464) | ||
Other (Expense) Income | ||||||
Interest expense | (63) | (78) | ||||
Total other income (expense) | (63) | (78) | ||||
Net loss before taxes | (608,603) | (1,001,953) | (1,274,247) | (1,647,464) | (2,777,504) | (134,876) |
Provision for income taxes | ||||||
Net loss | $ (608,603) | $ (1,001,953) | $ (1,274,247) | $ (1,647,464) | $ (2,777,504) | $ (134,876) |
Net Loss Per Common Share - Basic and Diluted | $ (0.01) | $ (0.06) | $ (0.02) | $ (0.11) | $ (0.12) | $ (0.01) |
Weighted Average Common Shares Outstanding - Basic and Diluted | 72,470,925 | 17,331,140 | 68,713,392 | 15,050,388 | 23,962,137 | 13,872,000 |
Statements of Shareholders' Def
Statements of Shareholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 1,387 | $ 20 | $ (146,679) | $ (145,272) |
Balance, shares at Dec. 31, 2015 | 13,872,000 | |||
Net loss | (134,876) | (134,876) | ||
Balance at Dec. 31, 2016 | $ 1,387 | 20 | (281,555) | (280,148) |
Balance, shares at Dec. 31, 2016 | 13,872,000 | |||
Net loss | (2,777,504) | (2,777,504) | ||
Shares issued for services | $ 5,290 | 1,370,110 | 1,375,400 | |
Shares issued for services, shares | 52,900,000 | |||
Balance at Dec. 31, 2017 | $ 6,677 | $ 1,370,130 | $ (3,059,059) | (1,682,252) |
Balance, shares at Dec. 31, 2017 | 66,772,000 | |||
Net loss | (1,274,247) | |||
Balance at Sep. 30, 2018 | $ (2,696,499) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (1,274,247) | $ (1,647,464) | $ (2,777,504) | $ (134,876) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 260,000 | 595,400 | 1,375,400 | |
Changes in operating assets and liabilities: | ||||
Prepaid expense | 8,754 | (30,191) | (16,007) | |
Accounts Payable and Accrued liabilities | 1,009,197 | 1,052,064 | 1,416,190 | 99,487 |
Bank overdraft | 175 | |||
Net Cash Provided by (Used in) Operating Activities | 3,879 | (30,191) | (1,921) | (35,389) |
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of notes payable - related party | 100 | 30,191 | 30,291 | 26,136 |
Proceeds from issuance of convertible notes payable | 2,500 | |||
Proceeds from issuance of notes payable | 35,000 | |||
Principal payments on notes payable - related party | (7,429) | (27,420) | (25,747) | |
Net Cash Provided by (Used in) Financing Activities | (4,829) | 30,191 | 2,871 | 35,389 |
Net Change in Cash and Cash Equivalents | (950) | 950 | ||
Cash and Cash Equivalents, beginning of period | 950 | |||
Cash and Cash Equivalents, end of period | 950 | |||
Supplemental Disclosure Information: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | ||||
Non-cash Transactions: | ||||
Notes Payable issued for expenses paid on behalf of the Company | 52,069 | 17,000 | ||
Notes Payable issued for expenses paid on behalf of the Company - related party | $ 5,000 | $ 88,809 | $ 88,809 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Operations and Basis of Presentation | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION We are an innovative preclinical biopharmaceutical company committed to the discovery development, manufacturing and commercializing LADAVRU® and biosimilars. Our product candidate LADAVRU® focuses on Cancer, Cirrhosis, Cirrhosis ascites, AIDS, and chronic pain, nausea and discomfort associated with chemotherapy; our goals consist of primarily serving readily identifiable patient populations suffering from Cancer, Cirrhosis, Cirrhosis ascites, AIDS, and chronic pain, nausea and discomfort associated with chemotherapy particularly for patients using anthracyclines with the intention of targeting the treatment of relapsed or refractory AML. Anthracyclines are a class of chemotherapy drugs designed to disrupt the DNA of, and eventually destroy, targeted cancer cells. They are the most effective anticancer drugs developed and are used to treat a range of cancers, including leukemias, lymphomas, and breast, stomach, uterine, ovarian, bladder, and lung cancers Corporate Information On September 8th, 2017, “Hoverink Biotechnologies, Inc., a Delaware corporation, (the “ Company ”), with the approval of its board of directors and shareholders owning a majority of the Company’s issued and outstanding shares by written consent in lieu of a meeting, filed a Certificate of Change (the “ Certificate of Change ”) with the Secretary of State of Delaware. As a result of the Certificate of Change, the Company will be changing its name to “Hoverink Biotechnologies, Inc.”, effective as of September 11, 2017. In February 2015, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Sky Run Acquisition Corporation to Hoverink Biotechnologies, Inc. Prior to this the company was a shell as defined in Rule 405. We were incorporated in Delaware in July 2013 as Skyrun Acquistion Corporation. Our principal executive offices are located at 1801 Century Park E., 24th Floor Los Angeles, California 90067. Going Concern These interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next fiscal year. Realizable values may be substantially different from carrying values as shown and these condensed interim financial statements, which do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2018, the Company had not yet achieved profitable operations and has an accumulated loss of $4,333,306 since inception. The Company expects to incur further losses, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans. | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION We are an innovative preclinical biopharmaceutical company committed to the discovery development, manufacturing and commercializing LADAVRU® and biosimilars. Our product candidate LADAVRU® focuses on Cancer, Cirrhosis, Cirrhosis ascites, AIDS, and chronic pain, nausea and discomfort associated with chemotherapy; our goals consist of primarily serving readily identifiable patient populations suffering from Cancer, Cirrhosis, Cirrhosis ascites, AIDS, and chronic pain, nausea and discomfort associated with chemotherapy particularly for patients using anthracyclines with the intention of targeting the treatment of relapsed or refractory AML. Anthracyclines are a class of chemotherapy drugs designed to disrupt the DNA of, and eventually destroy, targeted cancer cells. They are the most effective anticancer drugs developed and are used to treat a range of cancers, including leukemias, lymphomas, and breast, stomach, uterine, ovarian, bladder, and lung cancers Corporate Information On September 8th, 2017, “Hoverink Biotechnologies, Inc., a Delaware corporation, (the “Company”), with the approval of its board of directors and shareholders owning a majority of the Company’s issued and outstanding shares by written consent in lieu of a meeting, filed a Certificate of Change (the “ Certificate of Change:”) with the Secretary of State of Delaware. As a result of the Certificate of Change, the Company will be changing its name to “Hoverink Biotechnologies, Inc.”, effective as of September 11, 2017. In February 2015, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Sky Run Acquisition Corporation to Hoverink Biotechnologies, Inc. Prior to this the company was a shell as defined in Rule 405. We were incorporated in Delaware in July 2013 as Skyrun Acquistion Corporation. Our principal executive offices are located at 1801 Century Park E., 24th Floor Los Angeles, California 90067. Going Concern The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to covers operating costs and will continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to sustain operations and the attainment of profitable operations. The Company had an accumulated deficit of $3,059,059 as of December 31, 2017. These factors among others raise substantial doubt as its ability to continue as a going concern. In order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level of operations. During the years ended December 31, 2017 and December 31, 2016, the Company has been involved primarily with development of operations and applying to trade in the public market. The Company has continued to organize and structure to meet the needs of shareholders and attract suitable financing. To fund operations for the next twelve months, the Company projects a need for $5,000,000 that will have to be raised through debt or equity. If the Company is unable to obtain adequate capital, it could be forced to cease operations. Accordingly, the accompanying financial statements are accounted for as if the Company is a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Regulation S-X. These unaudited interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2017, thereto contained herein this Form S-1. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10Q and Article of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year. Cash The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2017, and 2017 the Company had $950, and $0, respectively of cash and cash equivalents. From time to time, we may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). We have not experienced any losses with respect to cash. Management believes our Company is not exposed to any sign of credit risk with respect to its cash. Use of Estimates and Assumptions In preparing financial statements in conformity with generally accepted accounting principles in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statement of operations. The accounting estimates that require our significant, difficult, and subjective judgments include ● the valuation and recognition of share-based compensation. Actual results may differ from those estimates and such differences may be material to the financial statements. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of non financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to non financial items that are recognized and disclosed at fair value in the financial statements on an on recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices inactive markets for identical assets or liabilities (Level I measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level I inputs are quoted prices (unadjusted) inactive markets for identical assets or liabilities that the Company has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Advertising We expense advertising costs as incurred. During the Year ended December 31, 2017 and 2016, the Company incurred no advertising and promotion expenses. We have no existing arrangements under which we provide or receive advertising services from others for any consideration other than cash. Loss per Common Share The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered. In July 2006, the FASB issued guidance that clarified the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Company management believes that it had no material uncertain tax positions at December 31, 2017 and 2016. The Company follows the liability method of accounting for income taxes. Under this method, 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 balances and tax loss carry- forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 date of enactment or substantive enactment. Stock-based Compensation The Company follows FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees and In accordance with ASC 505-50, share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Concentration of Credit Risk The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits. Risks and Uncertainties The Company has a limited operating history and has not generated revenue to date. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions, including recession, downturn or otherwise, and could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. Our company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance our current products and services. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB also issued a series of other ASUs, which update ASU 2014-09 (collectively, the “new revenue recognition standard”). This new standard replaces all previous U.S. GAAP guidance on this topic and eliminates all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Company expects the impact to be immaterial on an ongoing basis. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Notes Payable | NOTE 3 – NOTES PAYABLE On January 21, 2016, the Company issued a note of $35,000 to a consultant for the expenses the consultant had paid on behalf of the Company. The note has no interest, and is due on demand. As of September 30, 2018 and December 31, 2017, the balance outstanding was $35,000. On November 8, 2017, the Company issued a note of $17,000 to a consultant for the expenses the consultant had paid on behalf of the Company. The note has no interest, and is due on November 8, 2022. As of September 30, 2018 and December 31, 2017, the balance outstanding was $17,000. On April 5, 2018, the Company issued a note of $20,069 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on April 5, 2022. As of September 30, 2018 and December 31, 2017, the balance outstanding was $20,069. On May 18, 2018, the Company issued a note of $15,000 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on May 18, 2022. As of September 30, 2018 and December 31, 2017, the balance outstanding was $15,000. On August 28, 2018, the Company issued a note of $16,500 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on August 28, 2022. As of September 30, 2018 and December 31, 2017, the balance outstanding was $16,500. On September 21, 2018, the Company issued a note of $500 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on September 21, 2022. As of September 30, 2018 and December 31, 2017, the balance outstanding was $500. | NOTE 3 – NOTES PAYABLE On January 21, 2016, the Company borrowed $35,000 from a consultant. The note has no interest, and is due on demand. As of December 31, 2017 and 2016 the balance outstanding was $35,000. On November 8, 2017, the Company issued a note of $17,000 to a consultant for the expenses the consultant had paid on behalf of the Company. The note has no interest, and is due on November 8, 2022. As of December 31, 2017 the balance outstanding was $17,000. |
Notes Payable-Related Party
Notes Payable-Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Notes Payable-Related Party | NOTE 4 – NOTES PAYABLE-RELATED PARTY During the nine months ended September 30, 2018, the Company borrowed $100 and repaid $7,429 in cash from a member of senior management and board member, under the note entered into on September 22, 2017. Also, the Company borrowed another $5,000 for expense the note holder had paid on behalf of the Company. On September 22, 2017, the Company issued a note of $119,000 to a member of senior management and board member. $30,191 of the note was for cash borrowings received by the Company and the remaining $88,809 was for expenses the note holder had paid on behalf of the Company. The note is due on September 22, 2022 and bears no interest and can repay at any time without a penalty. As of September 30, 2018 and December 31, 2017, the balance outstanding was $145,484 and $147,813, respectively. | NOTE 4 – NOTES PAYABLE-RELATED PARTY On December 17, 2015, the Company borrowed $150,000 from a member of senior management and board member. The note is due on March 31, 2019 and bears no interest and can repay at any time without a penalty. As of December 31, 2015, the balance due under the note was $55,744. During the year ended December 31, 2016, the Company borrowed another $26,136 and repaid $25,747 under the note, the balance due was $56,133 as of December 31, 2016. During the year ended December 31, 2017, the Company borrowed another $100 and repaid $4,020 and the date due as of December 31, 2017 is $52,213. On September 22, 2017, the Company issued a note of $119,000 to a member of senior management and board member. $30,191 of the note was for cash borrowings received by the Company and the remaining $88,809 was for expenses the note holder had paid on behalf of the Company. The note is due on September 22, 2022 and bears no interest and can repay at any time without a penalty. $23,400 was repaid against the note later in 2017 and as of December 31, 2017 the balance due is $95,600. During the year ended December 31, 2018, a member of senior management and board member provided office place to the Company for no charge. |
Capital Stock
Capital Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Capital Stock | NOTE 5 – CAPITAL STOCK The Company’s capitalization is 100,000,000 shares of common stock with a par value of $0.0001 per share and 20,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company had 76,772,000 and 66,772,000 shares of common stock issued and outstanding as of September 30, 2018 and December 31, 2017 and 2016. The Company had no preferred stock issued and outstanding as of September 30, 2018, and December 31, 2017. On August 9, 2018, the Company issued 1,000,000 shares of its common stock to a consultant for consulting fees. Those shares are fair valued for $0.026 per share for a total of $26,000. On August 9, 2018, the Company issued 3,000,000 shares each of its common stock to our 3 officers. Those shares are fair valued for $0.026 per share for a total of $234,000. | NOTE 5 – CAPITAL STOCK The Company’s capitalization is 100,000,000 shares of common stock with a par value of $0.0001 per share and 20,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company had 66,772,000 and 13,872,000 shares of common stock issued and outstanding as of December 31, 2017 and 2016. The Company had no preferred stock issued and outstanding as of December 31, 2017 and 2016. On September 2, 2017, the company issued 1,000,000 shares of its common stock to pay for past consulting fees. Those shares are fair valued for $0.026 per share for a total of $26,000. On September 22, 2017, the company issued 21,900,000 shares of its common stock, at par value, to pay for past consulting fees. The shares were issued to three members of management, considered related parties. Those shares are fair valued for $0.026 per share for a total of $569,400. On November 17, 2017, the company issued 30,000,000 shares of its common stock, at par value, to pay for past consulting fees. The shares were issued to three members of management, considered related parties. Those shares are fair valued for $0.026 per share for a total of $780,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 6 – INCOME TAXES Our NOL will begin to expire in 2027 for federal and state purposes and could be limited for use under IRC Section 382. We have recorded a valuation allowance against the entire net deferred tax asset balance due because we believe there exists a substantial doubt that we will be able to realize the benefits due to our lack of a history of earnings and due to possible limitations under IRC Section 382. We file income tax returns in the U.S. and in the state of California with varying statutes of limitations. Our policy is to recognize interest expense and penalties related to income tax matters as a component of our provision for income taxes. There were no accrued interest and penalties associated with uncertain tax positions as of June 30, 2013. All operations are in California and the Company believes it has no tax positions which could more-likely-than not be challenged by tax authorities. We have no unrecognized tax benefits and thus no interest or penalties included in the financial statements. Net deferred tax assets consist of the following components as of: December 31, 2017 December 31, 2016 Deferred tax assets $ 642,402 $ 59,126 Less: valuation allowance (642,402 ) (59,126 ) Deferred tax assets, net $ - $ - At December 31, 2017, the Company had net operating loss carry forwards of approximately $3,059,059 that may be offset against future taxable income through 2027. No tax benefit has been reported in the December 31, 2017 and 2015 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. |
Convertible Note
Convertible Note | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note | NOTE 6 – CONVERTIBLE NOTE On June 8, 2018, the Company issued a convertible note of $2,500. The convertible note is unsecured, bears interest at 10% per annum and due on December 8, 2019. As of September 30, 2018, the balance outstanding was $2,500. There is no set conversion price as the Company does not have actively trading common shares. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTENGENCIES In September 30, 2018, the Company was involved with litigation with a former vendor in California. The Company was served with a judgment to pay $13,228 for past services received by the Company. The Company has accrued for these amounts as of September 30, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 – SUBSEQUENT EVENTS On April 5, 2018, the Company issued a note of $20,069 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on April 5, 2022. On May 18, 2018, the Company issued a note of $15,000 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on May 18, 2022. On June 8, 2018, the Company issued a convertible note of $2,500. The convertible note is unsecured, bears interest at 10% per annum and due on December 8, 2019. There is no set conversion price as the Company does not have actively trading common shares. On August 9, 2018, the Company issued 1,000,000 shares of its common stock to a consultant for consulting fees. Those shares are fair valued for $0.026 per share for a total of $26,000. On August 9, 2018, the Company issued 3,000,000 shares each of its common stock to our 3 officers. Those shares are fair valued for $0.026 per share for a total of $234,000. On August 28, 2018, the Company issued a note of $16,500 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on August 28, 2022. On September 21, 2018, the Company issued a note of $500 to a consultant for the expenses the consultant had paid on behalf of the Company. The notes has no interest, and is due on September 21, 2022. In September 30, 2018, the Company was involved with litigation with a former vendor in California. The Company was served with a judgment to pay $13,228 for past services received by the Company. The Company has accrued for these amounts as of December 31, 2017. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Regulation S-X. These unaudited interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2017, thereto contained herein this Form S-1. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10Q and Article of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the full year. |
Cash | Cash The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2017, and 2017 the Company had $950, and $0, respectively of cash and cash equivalents. From time to time, we may maintain bank balances in interest bearing accounts in excess of the $250,000 currently insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). We have not experienced any losses with respect to cash. Management believes our Company is not exposed to any sign of credit risk with respect to its cash. | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions In preparing financial statements in conformity with generally accepted accounting principles in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statement of operations. The accounting estimates that require our significant, difficult, and subjective judgments include ● the valuation and recognition of share-based compensation. Actual results may differ from those estimates and such differences may be material to the financial statements. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of non financial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to non financial items that are recognized and disclosed at fair value in the financial statements on an on recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices inactive markets for identical assets or liabilities (Level I measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level I inputs are quoted prices (unadjusted) inactive markets for identical assets or liabilities that the Company has the ability to access at the measurement date. ● Level 2 inputs are inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. ● Level 3 inputs are unobservable inputs for the asset or liability. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. | |
Advertising | Advertising We expense advertising costs as incurred. During the Year ended December 31, 2017 and 2016, the Company incurred no advertising and promotion expenses. We have no existing arrangements under which we provide or receive advertising services from others for any consideration other than cash. | |
Loss Per Common Share | Loss per Common Share The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. | |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered. In July 2006, the FASB issued guidance that clarified the accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Company management believes that it had no material uncertain tax positions at December 31, 2017 and 2016. The Company follows the liability method of accounting for income taxes. Under this method, 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 balances and tax loss carry- forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those 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 date of enactment or substantive enactment. | |
Stock-based Compensation | Stock-based Compensation The Company follows FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees and In accordance with ASC 505-50, share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. | |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits. | |
Risks and Uncertainties | Risks and Uncertainties The Company has a limited operating history and has not generated revenue to date. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions, including recession, downturn or otherwise, and could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. Our company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, and/or expertise may become obsolete and/or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance our current products and services. Further, the Company’s products and services must remain competitive with those of other companies with substantially greater resources. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB also issued a series of other ASUs, which update ASU 2014-09 (collectively, the “new revenue recognition standard”). This new standard replaces all previous U.S. GAAP guidance on this topic and eliminates all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Company expects the impact to be immaterial on an ongoing basis. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Asset | Net deferred tax assets consist of the following components as of: December 31, 2017 December 31, 2016 Deferred tax assets $ 642,402 $ 59,126 Less: valuation allowance (642,402 ) (59,126 ) Deferred tax assets, net $ - $ - |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated loss | $ 4,333,306 | $ 3,059,059 | $ 281,555 |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Details Narrative) (10-K) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 4,333,306 | $ 3,059,059 | $ 281,555 |
Funds required for future operations | $ 5,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | |||||
Cash and cash equivalents | $ 950 | ||||
Insured FDIC amount | 250,000 | ||||
Advertising and promotion expense |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Sep. 21, 2018 | Aug. 28, 2018 | May 18, 2018 | Apr. 05, 2018 | Nov. 08, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | Jan. 21, 2016 |
Consultant One [Member] | ||||||||
Note, face amount | $ 35,000 | |||||||
Note, balance outstanding | $ 35,000 | $ 35,000 | ||||||
Consultant Two [Member] | ||||||||
Note, face amount | $ 17,000 | |||||||
Note, balance outstanding | 17,000 | 17,000 | ||||||
Note, maturity date | Nov. 8, 2022 | |||||||
Consultant Three [Member] | ||||||||
Note, face amount | $ 20,069 | |||||||
Note, balance outstanding | 20,069 | 20,069 | ||||||
Note, maturity date | Apr. 5, 2022 | |||||||
Consultant Four [Member] | ||||||||
Note, face amount | $ 15,000 | |||||||
Note, balance outstanding | 15,000 | 15,000 | ||||||
Note, maturity date | May 18, 2022 | |||||||
Consultant Five [Member] | ||||||||
Note, face amount | $ 16,500 | |||||||
Note, balance outstanding | 16,500 | 16,500 | ||||||
Note, maturity date | Aug. 28, 2022 | |||||||
Consultant Six [Member] | ||||||||
Note, face amount | $ 500 | |||||||
Note, balance outstanding | $ 500 | $ 500 | ||||||
Note, maturity date | Sep. 21, 2022 |
Notes Payable (Details Narrat_2
Notes Payable (Details Narrative) (10-K) - USD ($) | Nov. 08, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 21, 2016 |
Balance due form related party | $ 95,600 | |||
Consultant [Member] | ||||
Borrowed from related party | $ 35,000 | |||
Balance due form related party | 35,000 | $ 35,000 | ||
Note, face amount | $ 17,000 | |||
Note, maturity date | Nov. 8, 2022 | |||
Note, balance outstanding | $ 17,000 |
Notes Payable-Related Party (De
Notes Payable-Related Party (Details Narrative) - USD ($) | Sep. 22, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Proceeds from related party | $ 100 | $ 30,191 | $ 30,291 | $ 26,136 | |
Repayments of related party | 7,429 | 27,420 | 25,747 | ||
Notes payable related parties | 145,484 | $ 147,813 | $ 56,133 | ||
Senior Management and Board Member [Member] | |||||
Proceeds from related party | 100 | ||||
Repayments of related party | 7,429 | ||||
Debt instrument face value | $ 119,000 | ||||
Debt instrument maturity date | Sep. 22, 2022 | ||||
Note Holder [Member] | |||||
Proceeds from related party | $ 30,191 | ||||
Repayments of related party | $ 88,809 | $ 5,000 |
Notes Payable-Related Party (_2
Notes Payable-Related Party (Details Narrative) (10-K) - USD ($) | Sep. 22, 2017 | Dec. 17, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Proceeds from related party | $ 100 | $ 30,191 | $ 30,291 | $ 26,136 | |||
Due to related parties | 95,600 | ||||||
Repayment of related parties | 7,429 | 27,420 | 25,747 | ||||
Note [Member] | |||||||
Proceeds from related party | 100 | 26,136 | |||||
Due to related parties | 52,213 | 56,133 | $ 55,744 | ||||
Repayment of related parties | 4,020 | $ 25,747 | |||||
Repayment of notes payable | $ 23,400 | ||||||
Senior Management and Board Member One [Member] | |||||||
Proceeds from related party | $ 150,000 | ||||||
Debt instrument maturity date | Mar. 31, 2019 | ||||||
Senior Management and Board Member [Member] | |||||||
Proceeds from related party | 100 | ||||||
Debt instrument maturity date | Sep. 22, 2022 | ||||||
Repayment of related parties | 7,429 | ||||||
Debt instrument face value | $ 119,000 | ||||||
Note Holder [Member] | |||||||
Proceeds from related party | 30,191 | ||||||
Repayment of related parties | $ 88,809 | $ 5,000 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Aug. 09, 2018 | Sep. 02, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 66,772,000 | 76,772,000 | 13,872,000 | ||
Common stock, shares outstanding | 66,772,000 | 76,772,000 | 13,872,000 | ||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Number of common stock for consulting fees | 1,000,000 | ||||
Shares issued price per share | $ 0.026 | ||||
Number of common stock for consulting fees, value | $ 26,000 | $ 1,375,400 | |||
Consultant [Member] | |||||
Number of common stock for consulting fees | 1,000,000 | ||||
Shares issued price per share | $ 0.026 | ||||
Number of common stock for consulting fees, value | $ 26,000 | ||||
3 Officers [Member] | |||||
Number of common stock for consulting fees | 3,000,000 | ||||
Shares issued price per share | $ 0.026 | ||||
Number of common stock for consulting fees, value | $ 234,000 |
Capital Stock (Details Narrat_2
Capital Stock (Details Narrative) (10-K) - USD ($) | Nov. 17, 2017 | Sep. 22, 2017 | Sep. 02, 2017 | Dec. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 66,772,000 | 76,772,000 | 13,872,000 | |||
Common stock, shares outstanding | 66,772,000 | 76,772,000 | 13,872,000 | |||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Number of common stock for consulting fees | 1,000,000 | |||||
Shares issued price per share | $ 0.026 | |||||
Number of common stock for consulting fees, value | $ 26,000 | $ 1,375,400 | ||||
Three Member [Member] | ||||||
Number of common stock for consulting fees | 30,000,000 | 21,900,000 | ||||
Shares issued price per share | $ 0.026 | $ 0.026 | ||||
Number of common stock for consulting fees, value | $ 780,000 | $ 569,400 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating loss carryforward | $ 3,059,059 | ||||||
Tax benefit | |||||||
Federal [Member] | |||||||
Net operating loss expiration year | 2,027 | ||||||
State [Member] | |||||||
Net operating loss expiration year | 2,027 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset (Details) (10-K) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 642,402 | $ 59,126 |
Valuation allowance | (642,402) | (59,126) |
Deferred tax assets, net |
Convertible Note (Details Narra
Convertible Note (Details Narrative) - Convertible Note [Member] - USD ($) | Jun. 08, 2018 | Sep. 30, 2018 |
Debt instrument face value | $ 2,500 | |
Interest rate | 10.00% | |
Debt instrument maturity date | Dec. 8, 2019 | |
Convertible debt | $ 2,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Former Vendor [Member] | |
Litigation settlement expense | $ 13,228 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) (10-K) - USD ($) | Sep. 21, 2018 | Aug. 28, 2018 | Aug. 09, 2018 | Jun. 08, 2018 | May 18, 2018 | Apr. 05, 2018 | Nov. 08, 2017 | Sep. 02, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Number of common stock for consulting fees | 1,000,000 | ||||||||||
Shares issued price per share | $ 0.026 | ||||||||||
Number of common stock for consulting fees, value | $ 26,000 | $ 1,375,400 | |||||||||
Convertible Note [Member] | |||||||||||
Debt instrument face value | $ 2,500 | ||||||||||
Interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Dec. 8, 2019 | ||||||||||
Consultant [Member] | |||||||||||
Debt instrument face value | $ 17,000 | ||||||||||
Debt instrument maturity date | Nov. 8, 2022 | ||||||||||
Number of common stock for consulting fees | 1,000,000 | ||||||||||
Shares issued price per share | $ 0.026 | ||||||||||
Number of common stock for consulting fees, value | $ 26,000 | ||||||||||
3 Officers [Member] | |||||||||||
Number of common stock for consulting fees | 3,000,000 | ||||||||||
Shares issued price per share | $ 0.026 | ||||||||||
Number of common stock for consulting fees, value | $ 234,000 | ||||||||||
Former Vendor [Member] | |||||||||||
Litigation settlement expense | $ 13,228 | ||||||||||
Subsequent Event [Member] | Convertible Note [Member] | |||||||||||
Debt instrument face value | $ 2,500 | ||||||||||
Interest rate | 10.00% | ||||||||||
Debt instrument maturity date | Dec. 8, 2019 | ||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||
Debt instrument face value | $ 500 | $ 16,500 | $ 15,000 | $ 20,069 | |||||||
Interest rate | 0.00% | 0.00% | 0.00% | 0.00% | |||||||
Debt instrument maturity date | Sep. 21, 2022 | Aug. 28, 2022 | May 18, 2022 | Apr. 5, 2022 | |||||||
Number of common stock for consulting fees | 1,000,000 | ||||||||||
Shares issued price per share | $ 0.026 | ||||||||||
Number of common stock for consulting fees, value | $ 26,000 | ||||||||||
Subsequent Event [Member] | 3 Officers [Member] | |||||||||||
Number of common stock for consulting fees | 3,000,000 | ||||||||||
Shares issued price per share | $ 0.026 | ||||||||||
Number of common stock for consulting fees, value | $ 234,000 | ||||||||||
Subsequent Event [Member] | Former Vendor [Member] | |||||||||||
Litigation settlement expense | $ 13,228 |