Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | High Desert Holding Corp. | |
Entity Central Index Key | 1,665,421 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,990,000 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 36,652 | $ 241 |
Total current assets | 36,652 | 241 |
Total assets | 36,652 | 241 |
Current Liabilities | ||
Accrued director fees | 135,000 | 105,000 |
Related party accounts payable | 0 | 22,768 |
Shareholder advances | 0 | 9,000 |
Total current liabilities | 135,000 | 136,768 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, $.001 par value, 5,000,000 shares authorized and no shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 70,000,000 shares authorized and 37,990,000 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 37,990 | 37,990 |
Additional paid in capital | 1,049,652 | 1,049,652 |
Accumulated deficit | (1,185,990) | (1,224,169) |
Total stockholders' equity (deficit) | (98,348) | (136,527) |
Total liabilities and stockholders' equity (deficit) | $ 36,652 | $ 241 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ .001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 37,990,000 | 37,990,000 |
Common stock, shares outstanding | 37,990,000 | 37,990,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses | ||||
Exploration and development | 0 | (7,600) | (1,550) | (5,646) |
(Gain) loss on sale of equipment | (82,500) | 0 | (82,500) | 32,503 |
General and administrative | 23,512 | 24,664 | 45,871 | 52,414 |
Total operating income (expenses) | (58,988) | 17,064 | (38,179) | 79,271 |
Income (loss) from operations | 58,988 | (17,064) | 38,179 | (79,271) |
Net income (loss) | $ 58,988 | $ (17,064) | $ 38,179 | $ (79,271) |
Net loss per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 37,990,000 | 37,990,000 | 37,990,000 | 37,986,291 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 38,179 | $ (79,271) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss on sale of equipment | (82,500) | 32,503 |
Change in other receivable | 0 | (9,300) |
Change in related party accounts payable | (1,768) | 4,134 |
Net cash used in operating activities | (46,089) | (51,934) |
Cash Flows From Investing Activities | ||
Proceeds from sale of mining equipment | 82,500 | 47,175 |
Net cash provided by investing activities | 82,500 | 47,175 |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common stock | 0 | 5,000 |
Net cash provided by financing activities | 0 | 5,000 |
Net increase in cash and cash equivalents | 36,411 | 241 |
Cash and cash equivalents at beginning of the period | 241 | 536 |
Cash and cash equivalents at end of the period | 36,652 | 777 |
Supplementary Disclosures of Cash Flow Information | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
1. General Organization and Bus
1. General Organization and Business | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | NOTE 1. GENERAL ORGANIZATION AND BUSINESS High Desert Holding Corp. (“Company”) was organized in the state of Nevada in September 2013. The Company is a precious and non-precious mineral exploration company. The Company is initially focused on identifying both public and privately held land that have historically demonstrated commercially viable resources primarily located in the Western United States, particularly Nevada. The Company has a mineral property located in Nevada has not yet determined whether these properties contain a viable resource. Future exploration and development of this and any other properties will be dependent upon the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreements to complete the development of the properties and upon the ability to raise additional capital. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes which are normally included in the Company’s Form 10-K. These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of annual results of operations. Cash and Cash Equivalents Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. As of June 30, 2018 and December 31, 2017 the Company did not have any cash equivalents. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Loss per Share The Company computes net loss per share in accordance with GAAP. This requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. The Company does not currently have any instruments issued and outstanding that are potentially dilutive. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Income Taxes The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not. For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute. In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to federal tax audits for all periods since inception in 2013. Stock Based Compensation The Company has on occasion issued equity and equity linked instruments to employees and non-employees in lieu of cash to various vendors for the receipt of goods and services and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that share-based payment transactions with employees and non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. In these transactions, we issue unregistered and restricted shares of common stock. When unregistered common shares and equity-linked instruments convertible into unregistered common shares are issued for the settlement of short-term financing arrangements (that are not initially convertible), the reacquisition price of the extinguished financing arrangement is determined by the value of the debt which is more clearly evident, and no additional inducement expense is recognized. In situations in which we issue unregistered restricted common shares in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, we recognize the fair value of the unregistered restricted equity instruments based on the value of similar instruments issued in private placements in exchange for cash in the most recent transactions (a Level 2 input within the GAAP hierarchy). We have determined this methodology reflects the risk adjusted fair value of our unregistered restricted equity instruments using a commercially reasonable valuation technique. |
3. Going Concern
3. Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Since inception, the Company has not identified any proven or probable reserve and correspondingly has not generated any revenue during its exploration stage. This raises substantial doubt about the Company’s ability to continue as a going concern. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. The Company needs to raise additional funds to continue as a going concern. |
4. Related Party Transactions
4. Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS In August 2013 our founder, former officer and director, and significant shareholder, Marty Weigel, loaned us $9,000 to fund the start-up of our initial operations. In May of 2018, we settled the outstanding obligation due to Mr. Weigel in full. As of June 30, 2018, and December 31, 2017 we owed Ingenium Accounting Associates, an accounting Firm controlled by Marty Weigel, zero and $4,600, respectively, related to payments made on our behalf to maintain our regulatory filings with the State of Nevada, and pay for operating expenses. In May 2018, we settled all previously outstanding obligations due to Ingenium Accounting Associates. As of June 30, 2018, and December 31, 2017, we owed Mr. Kersey zero and $18,168, respectively, for administrative and travel expenses paid on our behalf. In May 2018, we settled all of the previously outstanding obligations due to Mr. Kersey with the exception of his accrued director fees. The Company incurred directors fees due to Mr. Kersey totaling $5,000 and $10,000 for the three and six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018, and December 31, 2017, director fees totaling $45,000 and $35,000, respectively, remained outstanding and are included in accrued director fees in the accompanying consolidated balance sheets. The Company incurs Director fees on a quarterly basis at $5,000 per quarter. As of June 30, 2018, and December 31, 2017 the Company recognized accrued director fees due to its two non-officer Directors totaling $90,000 and $70,000, respectively. |
5. Equipment Sale
5. Equipment Sale | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment Sale | NOTE 5. EQUIPMENT SALE During the three and six month periods ended June 30, 2018, the Company sold certain mining equipment that had no remaining book value on the date of sale for total cash proceeds of $82,500. As a result of the sale, the Company recognized a gain of $82,500 in the accompanying statements of operations. |
6. Subsequent Events
6. Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6. SUBSEQUENT EVENTS The Company did not identify any material subsequent events. The Company performed its evaluation through August 3, 2018, the date the financial statements were available for issuance. |
2. Summary of Significant Acc12
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes which are normally included in the Company’s Form 10-K. These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of annual results of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. As of June 30, 2018 and December 31, 2017 the Company did not have any cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Loss per Share | Loss per Share The Company computes net loss per share in accordance with GAAP. This requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. The Company does not currently have any instruments issued and outstanding that are potentially dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Income Taxes | Income Taxes The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not. For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute. In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to federal tax audits for all periods since inception in 2013. |
Stock Based Compensation | Stock Based Compensation The Company has on occasion issued equity and equity linked instruments to employees and non-employees in lieu of cash to various vendors for the receipt of goods and services and, in certain circumstances the settlement of short-term loan arrangements. The applicable GAAP establishes that share-based payment transactions with employees and non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. In these transactions, we issue unregistered and restricted shares of common stock. When unregistered common shares and equity-linked instruments convertible into unregistered common shares are issued for the settlement of short-term financing arrangements (that are not initially convertible), the reacquisition price of the extinguished financing arrangement is determined by the value of the debt which is more clearly evident, and no additional inducement expense is recognized. In situations in which we issue unregistered restricted common shares in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, we recognize the fair value of the unregistered restricted equity instruments based on the value of similar instruments issued in private placements in exchange for cash in the most recent transactions (a Level 2 input within the GAAP hierarchy). We have determined this methodology reflects the risk adjusted fair value of our unregistered restricted equity instruments using a commercially reasonable valuation technique. |
2. Summary of Significant Acc13
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Potentially dilutive securities | 0 | 0 |
4. Related Party Transactions (
4. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Accounts payable, related party | $ 0 | $ 0 | $ 22,768 | ||
Mark Kersey [Member] | |||||
Accounts payable, related party | 0 | 0 | 18,168 | ||
Director fee expense | 5,000 | $ 5,000 | 10,000 | $ 10,000 | |
Directors fees payable | 45,000 | 45,000 | 35,000 | ||
Ingenium Accounting Associates [Member] | |||||
Accounts payable, related party | 0 | 0 | 4,600 | ||
Non Officer Directors [Member] | |||||
Directors fees payable | $ 90,000 | $ 90,000 | $ 70,000 |