Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Tech Central, Inc. | |
Entity Central Index Key | 0001639874 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Shell company | false | |
Entity File Number | 333-212438 | |
Entity Incorporation, State Country Code | WY | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 22,315,250 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Balance Sheet (Unaudited)
Balance Sheet (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 62,953 | $ 30,085 |
Accounts receivable | 15,250 | 20,250 |
Total Current Assets | 78,203 | 50,335 |
Other Assets | ||
Film Equipment net | 5,582 | 7,870 |
Script, net | 41,667 | 46,667 |
Total Other Assets | 47,249 | 54,537 |
Total Assets | 125,452 | 104,872 |
Current Liabilities | ||
Accounts payable | 37,730 | 5,800 |
Derivative Liability | 234,205 | 0 |
Accrued Interest | 752 | 0 |
Notes Payable net of discount | 8,230 | 0 |
Total Current Liabilities | 280,917 | 5,800 |
Total Liabilities | 280,917 | 5,800 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Equity (Deficit) | ||
Common stock $0.001 par value 75,000,000 shares authorized 22,315,250 shares issued and outstanding at June 30, 2019 and 8,836,250 shares authorized and outstanding December 31, 2018 | 22,316 | 18,837 |
Shares to be issued | 0 | 173,950 |
Additional paid in capital | 758,572 | 541,988 |
Accumulated Deficit | (936,353) | (635,703) |
Total Stockholders' Equity (Deficit) | (155,465) | 99,072 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 125,452 | $ 104,872 |
Balance Sheet (Unaudited) (Pare
Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ .001 | $ 0.001 |
Common stock shares authorized | 75,000,000 | 75,000,000 |
Common stock shares issued | 22,315,250 | 8,836,250 |
Common stock shares outstanding | 22,315,250 | 8,836,250 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | ||||
Video Filming | $ 0 | $ 19,500 | $ 5,000 | $ 24,700 |
Web Site Development | 3,100 | 0 | 3,100 | 0 |
Total Revenue | 3,100 | 19,500 | 8,100 | 24,700 |
Gross Profit | 3,100 | 19,500 | 8,100 | 24,700 |
Operating Expenses | ||||
Depreciation and amortization | 3,644 | 1,144 | 7,288 | 2,288 |
Computer and Internet | 600 | 0 | 600 | 0 |
Production expense | 20,000 | 0 | 20,000 | 0 |
Consulting fees | 1,750 | 11,000 | 1,750 | 11,000 |
Commission | 6,000 | 0 | 6,000 | 0 |
Professional Fees | 5,997 | 4,037 | 14,094 | 14,134 |
Film Work | 6,000 | 0 | 6,000 | 0 |
Marketing & advertising | 55,580 | 0 | 55,580 | 599 |
Rent expense | 150 | 100 | 300 | 250 |
General & Administrative | 7,127 | 475 | 7,838 | 1,980 |
Total Expenses | 106,848 | 16,756 | 119,450 | 30,251 |
Net Operating Income/Loss | (103,748) | 2,744 | (111,350) | (5,551) |
Other Expense | ||||
Change in fair value of derivative | 180,318 | 0 | 180,318 | 0 |
Interest on convertible note | 752 | 0 | 752 | 0 |
Amortization of debt discount | 8,230 | 0 | 8,230 | 0 |
Total other income/Expense | 189,300 | 0 | 189,300 | 0 |
Net Income | $ (293,048) | $ 2,744 | $ (300,650) | $ (5,551) |
Basic and Diluted Loss Per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted Average Shares Outstanding | 22,315,250 | 8,836,250 | 22,315,250 | 8,836,250 |
Interim Statement Of Changes In
Interim Statement Of Changes In Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Shares to be Issued | Retained Earnings | Total |
Balances at beginning at Dec. 31, 2017 | $ 8,837 | $ 51,988 | $ (34,863) | $ 25,962 | |
Balances at beginning (in shares) at Dec. 31, 2017 | 8,836,250 | ||||
Net Income (Loss) | (8,296) | (8,296) | |||
Balances at ending at Mar. 31, 2018 | $ 8,837 | 51,988 | (43,159) | 17,666 | |
Balances at ending (in shares) at Mar. 31, 2018 | 8,836,250 | ||||
Net Income (Loss) | 2,744 | 2,744 | |||
Balances at ending at Jun. 30, 2018 | $ 8,837 | 51,988 | (40,415) | 20,410 | |
Balances at ending (in shares) at Jun. 30, 2018 | 8,836,250 | ||||
Balances at beginning at Dec. 31, 2018 | $ 8,837 | 541,988 | 173,950 | (635,703) | 99,072 |
Balances at beginning (in shares) at Dec. 31, 2018 | 18,836,250 | ||||
Stock issued for Asset | $ 1,000 | 49,000 | (50,000) | ||
Stock issued for Asset (in shares) | 1,000,000 | ||||
Net Income (Loss) | (7,602) | (7,602) | |||
Balances at ending at Mar. 31, 2019 | $ 9,837 | 590,988 | 123,950 | (643,305) | 91,470 |
Balances at ending (in shares) at Mar. 31, 2019 | 19,836,250 | ||||
Balances at beginning at Dec. 31, 2018 | $ 8,837 | 541,988 | 173,950 | (635,703) | 99,072 |
Balances at beginning (in shares) at Dec. 31, 2018 | 18,836,250 | ||||
Balances at ending at Jun. 30, 2019 | $ 22,316 | 758,572 | (936,353) | (155,465) | |
Balances at ending (in shares) at Jun. 30, 2019 | 22,315,250 | ||||
Balances at beginning at Mar. 31, 2019 | $ 9,837 | 590,988 | 123,950 | (643,305) | 91,470 |
Balances at beginning (in shares) at Mar. 31, 2019 | 19,836,250 | ||||
Warrants issued with convertible note | 46,113 | 46,113 | |||
Stock issued for Asset | $ 829 | 40,621 | (41,450) | ||
Stock issued for Asset (in shares) | 829,000 | ||||
Stock issued for services | $ 1,050 | 51,450 | (52,500) | ||
Stock issued for services (in shares) | 1,050,000 | ||||
Stock Issued for Private Offering | $ 600 | 29,400 | (30,000) | ||
Stock Issued for Private Offering (in shares) | 600,000 | ||||
Net Income (Loss) | (293,048) | (293,048) | |||
Balances at ending at Jun. 30, 2019 | $ 22,316 | $ 758,572 | $ (936,353) | $ (155,465) | |
Balances at ending (in shares) at Jun. 30, 2019 | 22,315,250 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) | $ (300,650) | $ (5,551) |
Adjustments to Reconcile Net Loss To Net Cash Provided by (Used In) Operating Activities: | ||
Stock Issued for Services | 0 | 0 |
Loss on note | 123,438 | 0 |
Amortization of debt discount | 8,230 | 0 |
Accounts receivable | 5,000 | (17,700) |
Accounts Payable | 31,930 | 18,350 |
Accrued Interest | 752 | 0 |
Change in Derivative | 56,880 | 0 |
Accumulated amortization & depreciation | 7,288 | 2,288 |
Net Cash Provided by (used in) Operating Activities | (67,132) | (2,613) |
FINANCING ACTIVITIES | ||
Proceeds of convertible note | 100,000 | 0 |
Net cash provided by Financing Activities | 100,000 | 0 |
Increase (Decrease) in Cash | 32,868 | (2,613) |
Cash at Beginning of Period | 30,085 | 5,617 |
Cash at End of Period | 62,953 | 3,004 |
Cash paid for Interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. BUSINESS AND BASIS OF PRESENTATION Tech Central, Inc. ("TC") was incorporated under the laws of the State of Wyoming on April 28, 2014. TC was formed as a Media Company engaging in online video and photography content development and distribution; and website and mobile app technology integration design and development. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of June 30, 2019 and December 31, 2018. ESTIMATES The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30 , 2019 and December 31, 2018. PROPERTY AND EQUIPMENT The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets ranging from three to five years. INVENTORY Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis. The company had no inventory as of June 30, 2019 and December 31, 2018. ACCOUNTS RECEIVABLE AND REVENUE Revenue consists substantially of fees earned from movies and videos that we have interests in and commercial video work. In accordance with ASC 606 we recognize revenue when we satisfy each performance obligation by transferring control of the promised goods or services to our customers. We recognize revenue from a sale or licensing arrangement of a film when we have transferred control of the licensing right to our customer; We recognize revenue from commercial video services rendered when we have transferred control of the commercial video work completed to our customer. FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks. FEDERAL INCOME TAXES Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not. NET INCOME PER SHARE OF COMMON STOCK We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Due to the net loss dilutive shares would be considered anti-dilutive and therefore basic equals diluted. IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. STOCK BASED COMPENSATION The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS We have adopted ASC 842, which provides accounting guidance related to leases which as of June 30, 2019, has no impact on our financial condition or results of operations. We have reviewed all other recent pronouncements and do not believe that they will have a material impact on our financial condition or results of operations. |
Uncertainty, Going Concern
Uncertainty, Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Uncertainty Going Concern | |
Uncertainty, going concern | Note 2 - Uncertainty, 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 liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern and therefore, there is substantial doubt about the Companys ability to continue as a going concern. As of June 30, 2019, the Company had accumulated deficit of $936,353. As of December 31, 2018, the Company had accumulated deficit of $635,703. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might result from this uncertainty. |
Equipment and Other Assets
Equipment and Other Assets | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Other Assets | Note 3- Equipment and Other Assets Equipment June 30, December 31, Equipment $ 22,884 $ 22,884 Accumulated Depreciation (17,302 ) (15,014 ) Net Equipment $ 5,582 $ 7,870 June 30, December 31, Script Acquisition $ 50,000 $ 50,000 Accumulated Amortization (8,333 ) (3,333 ) Net Equipment $ 41,667 $ 46,667 The Company purchased film equipment for $22,884, which is comprised of video, lighting and editing equipment. The depreciation expense for the three months ended June 30, 2019 was $1,144 and for June 30, 2018, $1,144 . The depreciation expense for the six months ended June 30, 2019 was $2,288 and for June 30, 2018, $2,288. The Company acquired a film script on August 20, 2018 for $50,000 which was paid for with 829,000 shares of stock valued at $.05. The amortization expense for three months ending June 30, 2019 was $2,500 and for the three months ending June 30, 2018 was $0. The amortization expense for six months ending June 30, 2019 was $5,000 and for the six months ending June 30, 2018 was $0. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note-4 - Commitments and Contingencies We have an employment agreement with our President Joe Lewis whereby he has agreed to take a salary when he has determined the Company has enough capital to pay a salary. At the quarter ended June 30, 2018 Joe Lewis had a payable of $10,000 for his services. On July 2, 2018 he was issued 10,000,000 shares. As of June 30, 2019, and December 31, 2018 there was no accrual of salaries. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Common Stock | Note 5 Common Stock At the quarter ended June 30, 2019 the Company had 22,315,250 shares issued and outstanding. At the quarter ended June 30, 2018 the Company had 8,836,250 shares issued and outstanding. There were 10,000,000 common stock issuances during the year ended December 31, 2018 and 18,836,250 shares issued and outstanding. There were 2,479,000 shares issued in the quarter ending June 30, 2019 that were included at year end in shares to be issued. Name Date Issued Shares Issued Price per Share Total $ Amount Issued for Joe Lewis 7-3-18 10,000,000 $ .05 $ 500,000 Services Rising Phoenix 7-25-18 1,000,000 $ .05 $ 50,000 Consulting Services Darlene Riede 8-2-18 100,000 $ .05 $ 5,000 Services MCR Enterprises 8-16-18 500,000 $ .05 $ 25,000 Consulting Services Tala Media Corp 8-20-18 829,000 $ .05 $ 41,450 Script Asset Hannah Grabowski 11-12-18 250,000 $ .05 $ 12,500 Marketing Services Jeremy Woertnik 11-15-18 200,000 $ .05 $ 10,000 Services 777 Capital 12-31-18 600,000 $ .05 $ 30,000 Investment |
Convertible Loan
Convertible Loan | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Loan | Note 6 – Convertible Loan Promissory Notes and Warrants – Issued for the six months ended June 30, 2019. During the six months ended June 30, 2019, the Company issued a total of $112,750 in promissory notes (“Notes”) which included an OID of $12,750 with the following terms: · Term of the note is 9 months. · Annual interest rate12%. · Note is convertible at the option of the holder at issuance, 240 days from issuance. · Conversion prices are typically based on the discounted (38% to 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial lattice model pricing model to calculate the fair value as of June 30, 2019. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. (See Note 7). Warrants were issued in conjunction with the convertible note on June 17, 2019 and were valued at $46,113. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Derivative Liabilities | Note 7 - Derivative Liabilities The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial lattice model pricing model to calculate the fair value as of June 30, 2019. The Binomial lattice model model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Binomial lattice model valuation model. At June 30, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: Six Months Ended June 30, 2019 Expected term 0.08 - 5.00 years Expected average volatility 187% - 451% Expected dividend yield — Risk-free interest rate 1.76% - 2.09% The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2019: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2018 $ — Addition of new derivatives recognized as debt discounts 53,887 Addition of new derivatives recognized as loss on derivatives 123,438 Loss on change in fair value of the derivative 56,880 Balance - June 30, 2019 $ 234,205 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Warrants | Note 8 - Warrants Warrants A summary of activity regarding warrants issued as follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 — $ — Granted 451,000 0.25 Exercised — — Forfeited/canceled — — Outstanding, June 30, 2019 451,000 $ 0.25 The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2019. Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average Shares Exercise Price Shares Exercise Price 451,000 4.95 $ 0.25 451,000 $ 0.25 The warrants were issued in conjunction with the convertible note on June 17, 2019 and were valued at $46,113. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9– Related Party Transactions On July 3, 2018 ten million shares were issued to Joe Lewis, CEO for services at $.05 per share with a valuation of $500,000. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 Subsequent Events Management has reviewed events between June 30, 2019 to the date that the financials were available to be issued, and there were no significant events identified for disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
BUSINESS AND BASIS OF PRESENTATION | BUSINESS AND BASIS OF PRESENTATION Tech Central, Inc. ("TC") was incorporated under the laws of the State of Wyoming on April 28, 2014. TC was formed as a Media Company engaging in online video and photography content development and distribution; and website and mobile app technology integration design and development. |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of June 30, 2019 and December 31, 2018. |
ESTIMATES | ESTIMATES The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30 , 2019 and December 31, 2018. |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets ranging from three to five years. |
INVENTORY | INVENTORY Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis. The company had no inventory as of June 30, 2019 and December 31, 2018. |
ACCOUNTS RECEIVABLE AND REVENUE | ACCOUNTS RECEIVABLE AND REVENUE Revenue consists substantially of fees earned from movies and videos that we have interests in and commercial video work. In accordance with ASC 606 we recognize revenue when we satisfy each performance obligation by transferring control of the promised goods or services to our customers. We recognize revenue from a sale or licensing arrangement of a film when we have transferred control of the licensing right to our customer; We recognize revenue from commercial video services rendered when we have transferred control of the commercial video work completed to our customer. |
FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks. |
FEDERAL INCOME TAXES | FEDERAL INCOME TAXES Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not. |
NET INCOME PER SHARE OF COMMON STOCK | NET INCOME PER SHARE OF COMMON STOCK We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Due to the net loss dilutive shares would be considered anti-dilutive and therefore basic equals diluted. |
IMPAIRMENT OF LONG-LIVED ASSETS | IMPAIRMENT OF LONG-LIVED ASSETS The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | ECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS We have adopted ASC 842, which provides accounting guidance related to leases which as of June 30, 2019, has no impact on our financial condition or results of operations. We have reviewed all other recent pronouncements and do not believe that they will have a material impact on our financial condition or results of operations. |
Equipment and Other Assets (Tab
Equipment and Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Equipment June 30, December 31, Equipment $ 22,884 $ 22,884 Accumulated Depreciation (17,302 ) (15,014 ) Net Equipment $ 5,582 $ 7,870 |
Script | June 30, December 31, Script Acquisition $ 50,000 $ 50,000 Accumulated Amortization (8,333 ) (3,333 ) Net Equipment $ 41,667 $ 46,667 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Common Stock issued and shares to be issued | Name Date Issued Shares Issued Price per Share Total $ Amount Issued for Joe Lewis 7-3-18 10,000,000 $ .05 $ 500,000 Services Rising Phoenix 7-25-18 1,000,000 $ .05 $ 50,000 Consulting Services Darlene Riede 8-2-18 100,000 $ .05 $ 5,000 Services MCR Enterprises 8-16-18 500,000 $ .05 $ 25,000 Consulting Services Tala Media Corp 8-20-18 829,000 $ .05 $ 41,450 Script Asset Hannah Grabowski 11-12-18 250,000 $ .05 $ 12,500 Marketing Services Jeremy Woertnik 11-15-18 200,000 $ .05 $ 10,000 Services 777 Capital 12-31-18 600,000 $ .05 $ 30,000 Investment |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Fair values of liabilities | At June 30, 2019, the estimated fair values of the liabilities measured on a recurring basis are as follows: Six Months Ended June 30, 2019 Expected term 0.08 - 5.00 years Expected average volatility 187% - 451% Expected dividend yield — Risk-free interest rate 1.76% - 2.09% |
Summary of changes in derivative liabilities | The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2019: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2018 $ — Addition of new derivatives recognized as debt discounts 53,887 Addition of new derivatives recognized as loss on derivatives 123,438 Loss on change in fair value of the derivative 56,880 Balance - June 30, 2019 $ 234,205 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Summary of warrant activity | A summary of activity regarding warrants issued as follows: Warrants Outstanding Weighted Average Shares Exercise Price Outstanding, December 31, 2018 — $ — Granted 451,000 0.25 Exercised — — Forfeited/canceled — — Outstanding, June 30, 2019 451,000 $ 0.25 |
Summary of warrants outstanding and exercisable | The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2019. Warrants Outstanding Warrants Exercisable Number of Weighted Average Remaining Contractual life Weighted Average Number of Weighted Average Shares Exercise Price Shares Exercise Price 451,000 4.95 $ 0.25 451,000 $ 0.25 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Inventory | $ 0 | $ 0 |
Uncertainty, Going Concern (Det
Uncertainty, Going Concern (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Uncertainty Going Concern | ||
Retained Earnings (Accumulated Deficit) | $ (936,353) | $ (635,703) |
Equipment and Other Assets (Det
Equipment and Other Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 22,884 | $ 22,884 |
Accumulated Depreciation | (17,302) | (15,014) |
Net Equipment | $ 5,582 | $ 7,870 |
Equipment and Other Assets (D_2
Equipment and Other Assets (Details 1) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Script | ||
Script Acquisition | $ 50,000 | $ 50,000 |
Accumulated Amortization | (8,333) | (3,333) |
Net Equipment | $ 41,667 | $ 46,667 |
Equipment and Other Assets (D_3
Equipment and Other Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 20, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Purchased film equipment | $ 22,884 | ||||
Depreciation expense | $ 1,144 | $ 1,144 | 2,288 | $ 2,288 | |
Amortization expense | $ 2,500 | $ 0 | $ 5,000 | $ 0 | |
Tala Media Corp [Member] | |||||
Stock issued for film script acquisition, value | $ 50,000 | ||||
Stock issued for film script acquisition | 829,000 | ||||
Share Price | $ 0.05 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jul. 02, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Accrual salaries | $ 0 | $ 0 | ||
Stock issued for accrued payable, share | 10,000,000 | |||
Joe Lewis [Member] | Chief Executive Officer [Member] | ||||
Payment for services | $ 10,000 |
Common Stock (Details)
Common Stock (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($)$ / shares | Jun. 30, 2019USD ($)$ / sharesshares | |
Total Amount | ||
Joe Lewis [Member] | ||
Date Issued | Jul. 3, 2018 | |
Shares Issued | shares | 10,000,000 | |
Price per Share | $ / shares | $ 0.05 | $ 0.05 |
Total Amount | $ 500,000 | |
Issued for | Services | |
Rising Phoenix [Member] | ||
Date Issued | Jul. 25, 2018 | |
Shares Issued | shares | 1,000,000 | |
Price per Share | $ / shares | 0.05 | $ 0.05 |
Total Amount | $ 50,000 | |
Issued for | Consulting Services | |
Darlene Riede [Member] | ||
Date Issued | Aug. 2, 2018 | |
Shares Issued | shares | 100,000 | |
Price per Share | $ / shares | 0.05 | $ 0.05 |
Total Amount | $ 5,000 | |
Issued for | Services | |
MCR Enterprises [Member] | ||
Date Issued | Aug. 16, 2018 | |
Shares Issued | shares | 500,000 | |
Price per Share | $ / shares | 0.05 | $ 0.05 |
Total Amount | $ 25,000 | |
Issued for | Consulting Services | |
Tala Media Corp [Member] | ||
Date Issued | Aug. 20, 2018 | |
Shares Issued | shares | 829,000 | |
Price per Share | $ / shares | 0.05 | $ 0.05 |
Total Amount | $ 41,450 | |
Issued for | Script Asset | |
Hannah Grabowski [Member] | ||
Date Issued | Nov. 12, 2018 | |
Shares Issued | shares | 250,000 | |
Price per Share | $ / shares | 0.05 | $ 0.05 |
Total Amount | $ 12,500 | |
Issued for | Marketing Services | |
Jeremy Woertnik [Member] | ||
Date Issued | Nov. 15, 2018 | |
Shares Issued | shares | 200,000 | |
Price per Share | $ / shares | 0.05 | $ 0.05 |
Total Amount | $ 10,000 | |
Issued for | Services | |
777 Capital [Member] | ||
Date Issued | Dec. 31, 2018 | |
Shares Issued | shares | 600,000 | |
Price per Share | $ / shares | $ 0.05 | $ 0.05 |
Total Amount | $ 30,000 | |
Issued for | Investment |
Common Stock (Details Narrative
Common Stock (Details Narrative) - shares | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Equity [Abstract] | |||
Common Stock Shares Issued for services | 10,000,000 | 0 | |
Common stock shares issued | 22,315,250 | 8,836,250 | 8,836,250 |
Common stock shares outstanding | 22,315,250 | 8,836,250 | 8,836,250 |
Convertible Loan (Details Narra
Convertible Loan (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 17, 2019 | |
Debt Disclosure [Abstract] | ||
Warrants issued | 46,113 | |
Prmissory note issued | $ 112,750 | |
OID issued | $ 12,750 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Expected term | 29 days |
Expected average volatility | 187.00% |
Risk-free interest rate | 1.76% |
Maximum [Member] | |
Expected term | 5 years |
Expected average volatility | 451.00% |
Risk-free interest rate | 2.09% |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Notes to Financial Statements | ||
Balance - December 31, 2018 | $ 0 | |
Addition of new derivatives recognized as debt discounts | 53,887 | |
Addition of new derivatives recognized as loss on derivatives | 123,438 | $ 0 |
Loss on change in fair value of the derivative | 56,880 | |
Balance - June 30, 2019 | $ 234,205 |
Warrants (Details)
Warrants (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Number of warrants | |
Outstanding, December 31, 2018 | shares | 0 |
Granted | shares | 451,000 |
Exercised | shares | 0 |
Forfeited/canceled | shares | 0 |
Outstanding, June 30, 2019 | shares | 451,000 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2018 | $ / shares | $ 0 |
Granted | $ / shares | 0.25 |
Exercised | $ / shares | 0 |
Forfeited/canceled | $ / shares | 0 |
Outstanding, June 30, 2019 | $ / shares | $ 0.25 |
Warrants (Details 1)
Warrants (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Notes to Financial Statements | ||
Number of warrants outstanding | 451,000 | 0 |
Weighted Average Remaining Contractual life (in years) | 4 years 11 months 12 days | |
Weighted Average Exercise Price shares outstanding | $ 0.25 | $ 0 |
Number of Warrants Exercisable | 451,000 | |
Weighted Average Exercise Price warrants exercisable | $ 0.25 |
Warrants (Details Narrative)
Warrants (Details Narrative) | Jun. 17, 2019shares |
Notes to Financial Statements | |
Warrants issued | 46,113 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 03, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Common Shares Issued for services | 10,000,000 | 0 | |
Stock Issued for Services | $ 0 | $ 0 | |
Joe Lewis [Member] | |||
Common Shares Issued for services | 10,000,000 | ||
Stock Issued for Services | $ 500,000 | ||
Share Price | $ 0.05 |