Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Entity Registrant Name | Andover National Corp | ||
Entity Central Index Key | 0001712543 | ||
Trading Symbol | AANC | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 60,384 | ||
Class A Common stock | |||
Entity Common Stock, Shares Outstanding | 2,340,000 | ||
Class B Common stock | |||
Entity Common Stock, Shares Outstanding | 1,500,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash | $ 368,564 | $ 4,397 |
Accounts receivable, net of allowance for doubtful accounts of $0, and $17,808, respectively (including related parties accounts receivable, net, of $1,597 at December 31, 2017) | 12,148 | |
Total current assets | 368,564 | 16,545 |
Total Assets | 368,564 | 16,545 |
Liabilities | ||
Accounts payable and accrued liabilities ($227,787 and $56,277 due to related parties, respectively) | 280,814 | 60,373 |
Loans payable, related party | 26,550 | |
Notes payable | 307,371 | |
Total current liabilities | 280,814 | 394,294 |
Total Liabilities | 280,814 | 394,294 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued | ||
Additional paid-in capital | 1,039,970 | 39,760 |
Accumulated deficit | (956,060) | (419,849) |
Total Stockholders' Equity (Deficit) | 87,750 | (377,749) |
Total Liabilities and Stockholders' Equity (Deficit) | 368,564 | 16,545 |
Class A Common stock | ||
Stockholders' Equity (Deficit) | ||
Common stock | 2,340 | 2,340 |
Total Stockholders' Equity (Deficit) | 2,340 | 2,340 |
Class B Common stock | ||
Stockholders' Equity (Deficit) | ||
Common stock | 1,500 | |
Total Stockholders' Equity (Deficit) | $ 1,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 0 | $ 17,808 |
Related parties accounts receivable, net | 1,597 | |
Due to related parties | $ 227,787 | $ 56,277 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Class A Common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common Stock, shares issued | 2,340,000 | 2,340,000 |
Common Stock, shares outstanding | 2,340,000 | 2,340,000 |
Class B Common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common Stock, shares issued | 1,500,000 | 0 |
Common Stock, shares outstanding | 1,500,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Service Revenue (including related parties service revenue of $26,719 in year ended December 31, 2017) | $ 18,836 | $ 39,825 |
Operating Expenses | ||
Compensation and payroll taxes | 175,776 | 58,188 |
Professional fees | 339,855 | 22,751 |
Rent | 3,000 | 6,000 |
Provision for doubtful accounts (including related parties provision for doubtful accounts of $9,759 in year ended December 31, 2017) | 9,701 | |
Other operating expenses | 18,368 | 3,069 |
Total Operating Expenses | 536,999 | 99,709 |
Loss from Operations | (518,163) | (59,884) |
Other Expense | ||
Interest expense | (18,048) | (25,122) |
Total Other Expenses | (18,048) | (25,122) |
Net Loss | $ (536,211) | $ (85,006) |
Net loss per common share - basic and diluted | $ (0.20) | $ (0.04) |
Weighted average common shares outstanding - basic and diluted | 2,719,121 | 2,141,777 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Service revenue related parties | $ 26,719 | |
Provision for doubtful accounts related parties | $ 9,759 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Class A Common stock | Class B Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2016 | $ 2,070 | $ 13,030 | $ (334,843) | $ (319,743) | |
Beginning balance, shares at Dec. 31, 2016 | 2,070,000 | ||||
Common stock issued for cash | $ 250 | 24,750 | 25,000 | ||
Common stock issued for cash, shares | 250,000 | ||||
Issuance of common shares for services | $ 20 | 1,980 | 2,000 | ||
Issuance of common shares for services, shares | 20,000 | ||||
Net loss | (85,006) | (85,006) | |||
Ending balance at Dec. 31, 2017 | $ 2,340 | 39,760 | (419,849) | (377,749) | |
Ending balance, shares at Dec. 31, 2017 | 2,340,000 | ||||
Common stock issued for cash | $ 1,500 | 448,500 | 450,000 | ||
Common stock issued for cash, shares | 1,500,000 | ||||
Stock purchase warrants issued for cash | 100,000 | 100,000 | |||
Debt settled during change in ownership | 451,710 | 451,710 | |||
Net loss | (536,211) | (536,211) | |||
Ending balance at Dec. 31, 2018 | $ 2,340 | $ 1,500 | $ 1,039,970 | $ (956,060) | $ 87,750 |
Ending balance, shares at Dec. 31, 2018 | 2,340,000 | 1,500,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (536,211) | $ (85,006) |
Adjustments to reconcile net loss | ||
Provision for doubtful accounts (including related parties provision for doubtful accounts of $9,759 in year ended December 31, 2017) | 9,701 | |
Class A common stock issued for services | 2,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 12,148 | (4,993) |
Accounts payable and accrued liabilities | 53,027 | 3,230 |
Accounts payable and accrued liabilities, related parties | 257,067 | 33,777 |
Net Cash Used by Operating Activities | (213,969) | (41,291) |
Cash Flows from Investing Activities: | ||
Cash Flows from Financing Activities: | ||
Net proceeds from loans payable | 27,137 | 26,550 |
Repayment to note payable | (6,000) | |
Net proceeds from sales of class A common stock | 25,000 | |
Net proceeds from sales of class B common stock | 450,000 | |
Net proceeds from sales of warrants | 100,000 | |
Cash provided by financing activities | 578,136 | 45,550 |
Net increase (decrease) in cash | 364,167 | 4,259 |
Cash, beginning of period | 4,397 | 138 |
Cash, end of period | 368,564 | 4,397 |
Cash paid for interest | 48 | 344 |
Cash paid for taxes | ||
Supplemental schedule of noncash financing activities: | ||
Issuance of 8% demand promissory notes to entities in settlement of non-interest bearing loans payable effective January 1, 2017 | 313,371 | |
Debt settled during change in ownership | $ 451,710 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | ||
Promissory note interest rate | 8.00% | |
Provision for doubtful accounts related parties | $ 9,759 |
Nature of the Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Note 1 – Nature of the Business Andover National Corporation (the “Company”) was organized in the State of Utah on July 11, 2007, and reincorporated on March 20, 2014. The Company is a full XML, XBRL and HTML compliant EDGAR and XBRL filing company. The Company provides these filing services to a limited number of small public companies that are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), or file registration statements or other documents with the SEC pursuant to the Securities Act. On September 25, 2018, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) by and among the Company, its stockholders (collectively, the “Sellers”), John D. Thomas, P.C., as the Sellers’ representative, and Windber National LLC, The Peter A. Cohen Revocable Trust, Blumenthal Family Investment Joint Venture, L.P., and Jeffrey C. Piermont (collectively, the “Buyers”), pursuant to which the Buyers paid $450,000.00 in aggregate cash consideration for (i) 2,340,000 shares of the Company’s Class A Common Stock, par value $0.001, from the Sellers, which shares constituted 99.96% of the Company’s issued and outstanding shares as of December 31, 2018 and (ii) the extinguishment and payment in full of (A) an aggregate of approximately $307,371 in notes payable by the Company, and (B) an aggregate of approximately $54,187 in loans payable by the Company (the “Acquisition”). As a result of the sale of the shares of Class A Common Stock by the Sellers, the Buyers held a controlling interest in the Company. Effective February 14, 2019, the Company completed a change of domicile to Delaware from Utah (the “Reincorporation”) by means of a merger of the Company with and into the Company’s wholly-owned subsidiary, Andover National Corporation, a Delaware corporation (“Andover”). The Company and Andover entered into an agreement and plan of merger on January 9, 2019, which was previously disclosed and attached as an appendix to the definitive information statement on Schedule 14C filed with the SEC on January 22, 2019. The certificate of merger was accepted by the state of Delaware on February 7, 2019. The Reincorporation was approved by a majority of the Company’s stockholders acting by written consent, dated January 9, 2019. All share and per share amounts have been retrospectively restated to reflect the Reincorporation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments, and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. Reclassification Certain reclassifications have been made to conform the prior period's financial information to the current period's presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit. Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Cash and Cash Equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of 90 days or less, when purchased, to be cash. As of December 31, 2018 and 2017, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. Accounts Receivable, Net of Allowance for Doubtful Accounts The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer financial condition, collection history and the aging of the related accounts receivable. A significant number of the Company's customers are entities with a history of operating losses and limited cash flow that were historically affiliated with the majority stockholders of the Company prior to the Acquisition. In addition, certain individuals that were historically affiliated with the majority stockholders of the Company prior to the Acquisition have a history of facilitating the sale of the ownership control in those affiliated customer entities, at which time proceeds from the sale of the ownership control in the entity provides funds for the Company to collect past due receivables from services (See Note 3). Revenue Recognition Adoption of the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 606, " Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. There was no impact to the opening balance of accumulated deficit or revenues for the year ended December 31, 2018 as a result of applying ASC 606. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract, and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company's revenue is recognized at the time control of the products transfers to the customer. The Company generates revenue from contracts to provide services to publicly traded companies. The Company has identified the promise to provide these services as its performance obligation, which is satisfied over a short time. The Company has a right to consideration from its customer an amount that corresponds directly with the value to the customer of the Company's performance completed to date. As allowed by a practical expedient in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing and when payment is due is not significant. Income Taxes The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Related Parties The Company follows ASC 850, Related Party Disclosures, Warrants The Company relied on ASC 815, " Derivatives and Hedging Preferred Stock The Company accounts for preferred stock which is convertible into shares of its common stock as equity in accordance with ASC 480, " Distinguishing Liabilities from Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, Distinguishing Liabilities from Equity The Company analyzed ASC 470 to determine if a beneficial conversion feature applied to the preferred stock issued, and determined that none would apply based on the market price relative to the conversion price of the preferred stock. Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC 260-10, " Earnings Per Share The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: December 31, December 31, 2018 2017 Warrants to purchase common stock 3,150,000 - Potential equivalent shares excluded 3,150,000 - Fair Value Measurements Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. In accordance with ASC 820, " Fair Value Measurements and Disclosures Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company's financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. Going Concern The Company's financial statements are prepared using accounting principles generally accepted in the United States ("U.S. GAAP") applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited revenue and had a cumulative net loss from inception to December 31, 2018, of $956,060. The Company had working capital of $87,750 as of December 31, 2018 due to the sale of equity late in September 2018, and the settlement during change in ownership of approximately $452,000 in debt due to related parties (see Note 1 regarding the Acquisition). The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying financial statements for the period ended December 31, 2018, have been prepared assuming the Company will continue as a going concern. The Company's cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations. 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 establishes a revenue stream and becomes profitable. Management's plans to continue as a going concern include raising additional capital through sales of equity securities and/or borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of or eliminate one or more of the Company's activities or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 is a comprehensive revenue recognition standard that supersedes nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has reviewed ASU 2014-09 and using the modified retrospective method has determined that its adoption has had no impact on its financial position, results of operations or cash flows. The Company adopted the provisions of this statement in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The Company has evaluated the expected impact and has determined that the standard will not have a material impact on its financial statements and related disclosures due primarily to the fact that there are no leases that are greater than 12 months in remaining duration. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. The adoption of ASU 2017-09, which is effective for annual periods beginning after December 15, 2017, and for interim periods within those annual periods, did not have any impact on the Company's financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management's opinion will not have a material impact on the Company's present or future financial statements. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | Note 3 – Accounts Receivable As of December 31, 2018 and 2017, accounts receivable consisted of the following: December 31, December 31, Accounts receivable $ - $ 29,956 Allowance for bad debts - (17,808 ) Total $ - $ 12,148 Certain of the Company’s accounts receivable are due from entities which are or were previously under the control or majority ownership of the majority stockholders of the Company prior to the Acquisition. During the period ended December 31, 2018 management reviewed the accounts receivable balance and allowance for bad debts and determined that both should be written off as of December 31, 2018. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 4 – Accounts Payable and Accrued Liabilities As of December 31, 2018 and 2017, current liabilities consisted of the following: December 31, December 31, Accounts payable ($227,787 and $31,500 due to related parties, respectively) $ 280,814 $ 31,500 Accrued interest on notes payable, related party - 24,777 Other accruals - 4,096 Total $ 280,814 $ 60,373 On September 25, 2018, in conjunction with the sale of a controlling interest in the Company, certain accounts payable and accrued interest which were due and payable to related parties (our former majority owners and officers) as of December 31, 2017, were settled during change in ownership pursuant to the terms described for the Acquisition. |
Related Party Notes and Loans P
Related Party Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Notes and Loans Payable [Abstract] | |
Related Party Notes and Loans Payable | Note 5 – Related Party Notes and Loans Payable On September 25, 2018, in conjunction with the sale of a controlling interest in the Company, certain outstanding notes and loans payable were paid pursuant to the terms described for the Acquisition. It was accounted for as a capital contribution because the debts were to the former owners of the Company. The following debts were retired as of September 25, 2018: December 31, September 25, December 31, 2018 2018 2017 Loans Payable Kenneth I. Denos P.C. $ - $ 46,300 $ 26,150 Acadia Group, Inc. - 6,400 400 Other - 987 - Notes Payable Kenneth I. Denos, P.C. - 265,251 265,251 Acadia Group, Inc.* - 38,700 38,700 Acadia Properties, LLC* - 3,420 3,420 Accrued Interest Payable - 42,765 24,777 Accounts Payable Acadia Properties, LLC* - 19,500 16,500 Other - 28,387 19,096 Total $ - $ 451,710 $ 394,294 * Kenneth I. Denos controls Acadia Group, Inc. and Acadia Properties, LLC. The Loan Agreements with Kenneth I. Denos P.C., Acadia Group, Inc., and Acadia Properties, LLC were all dated in March 2014, do not provide for interest, and provide for repayment of the indebtedness at the earlier of (a) the Company attaining three consecutive months of net positive cash flow or (b) March 20, 2017. Effective January 1, 2017, the Company issued 8% demand promissory notes totaling $313,371 in settlement of the $313,371 non-interest bearing loans payable outstanding at December 31, 2016. Kenneth I. Denos P.C., Acadia Group, Inc., and Acadia Properties, LLC are controlled by Kenneth I. Denos (See notes 3 and 4). |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Warrants [Abstract] | |
Warrants | Note 6 – Warrants On September 25, 2018, the Company issued to each of the Buyers (i) Class A warrants to purchase 1,250,000 shares of Class A Common Stock (the "Original Class A Warrants") and (ii) Class B warrants to purchase 1,250,000 shares of Class A Common Stock (the "Original Class B Warrants," and together with the Original Class A Warrants, the "Original Warrants"). The Original Class A Warrants were issued to the Buyers in exchange for a purchase price of $15,000. The exercise price of the Original Class A Warrants was originally $3.00. The Original Class B Warrants were issued to the Buyers in exchange for a purchase price of $10,000. The exercise price of the Class B Warrants was originally $5.00. On December 28, 2018, the Company and the Buyers agreed to amend and restate the Original Warrants to, among other things, (a) change the classification of each Original Class A Warrant to now be referred to as a Class W-1 Warrant (the "Class W-1 Warrants") and each Original Class B Warrant to now be referred to as a Class W-2 Warrant (the "Class W-2 Warrants", and together with the Class W-1 Warrants, the "Amended and Restated Warrants"), (b) clarify language contained in the Amended and Restated Warrants in order to maintain equity treatment of the Amended and Restated Warrants and thus avoid the burden of derivative liability accounting, (c) reduce the number of shares underlying each Class W-1 Warrant and Class W-2 Warrant to (i) 225,000 shares of Class A Common Stock for Blumenthal Family Investment Joint Venture, L.P. and (ii) 450,000 shares of Class A Common Stock for each of Jeffrey C. Piermont, The Peter A. Cohen Revocable Trust, and Windber National LLC, and (d) increase the exercise price of each Class W-1 Warrant to $12.50 and each Class W-2 Warrant to $15.00. The Amended and Restated Warrants were fully vested on the date of issuance by the Company and will become exercisable on September 25, 2023, except in the event of a change in control (as described in the Amended and Restated Warrants), or termination without cause (as described in the Amended and Restated Warrants), and such right to exercise the Amended and Restated Warrants will expire on September 25, 2028. The Amended and Restated Warrants are subject to anti-dilution adjustments in connection with stock splits, tender offers, and certain other events (as described in the Amended and Restated Warrants), and (y) provide for a right for the holders of the Amended and Restated Warrants to choose to require that the Amended and Restated Warrants be assumed by a successor entity or that the holder of Amended and Restated Warrants receive the same consideration as stockholders upon certain change in control events. Each of the Buyers was required to pay the applicable purchase price for the Amended and Restated Warrants, and did pay such amounts, within 75 days of the issuance date of the Amended and Restated Warrants. Pursuant to the terms of the Amended and Restated Warrants, the aggregate number of shares underlying the Amended and Restated Warrants were not adjusted in connection with, and upon effectiveness of, the Reincorporation. The Amended and Restated Warrants stipulate that if the registration statement is not filed there are no liquidated damages, accordingly there was no accounting recognition for the registration rights. No underwriting commission or discounts were given or paid in connection with the issuance and sale of the warrants. The Company relied on ASC 815-40-15 which establishes a two-step process for evaluating whether equity-linked financial instruments and embedded features are indexed to a company's own stock for the purpose of determining whether the scope exception described in ASC 815 applies. The Amended and Restated Warrants are classified as equity. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | Note 7 – Capital Stock Subsequent to December 31, 2018, and as discussed in Note 10, Subsequent Events, in connection with the Reincorporation, and effective upon the effectiveness of the Reincorporation, each of the Company's issued and outstanding shares of common stock, par value $0.001 per share, automatically converted into and became one-fifth ( 1 5 th 1 5 th The authorized capital of the Company consisted of 72,500,000 shares of capital stock, consisting of 60,000,000 shares of Class A Common Stock with a par value of $0.001 per share, 7,500,000 shares of Class B Common Stock with a par value of $0.001 per share, and 5,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2018, there were 2,340,000 shares of Class A Common Stock issued and outstanding and 1,500,000 shares of Class B Common Stock outstanding. The Company accounts for preferred stock convertible to shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, Distinguishing Liabilities from Equity. During the year ended December 31, 2018, the Company issued 1,500,000 shares of Class B Common Stock in exchange for $450,000 in cash. During the year ended December 31, 2018, the Company did not issue additional shares of Class A Common Stock. During the year ended December 31, 2017, the Company issued 20,000 shares of Class A Common Stock to Brandon Pehrson for his services as an independent Director of the Company. The $2,000 fair value ($0.10 per share) of the 20,000 shares of Class A Common Stock was expensed as other operating expenses in the year ended December 31, 2017. During the year ended December 31, 2017, the Company sold a total of 250,000 restricted shares of Class A Common Stock to 32 investors at $0.10 per share for total cash consideration of $25,000. Class A Common Stock Holders of Class A Common Stock are entitled to one vote per share on matters to be voted upon by stockholders. Holders of Class A Common Stock have no preemptive rights to subscribe for or to purchase any additional shares of Class A Common Stock or other obligations convertible into shares of Class A Common Stock which we may issue in the future. All of the outstanding shares of Class A Common Stock are fully paid and non-assessable. Holders of our Class A Common Stock are not liable for further calls or assessments. The rights, preferences, and privileges of the holders of Class A Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of Class B Common Stock and any series of preferred stock that we may designate in the future. Class B Common Stock Holders of Class B Common Stock are entitled to fifty (50) votes per share on matters to be voted upon by stockholders. Holders of our Class B Common Stock are entitled to elect, exclusively and as a separate class, three of our directors (the " Class B Directors At any time when shares of Class B Common Stock are outstanding, the Company may not, without the affirmative vote of a majority of the shares of Class B Common Stock: ● create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or increase the authorized number of shares of or issue additional shares of Class B Common Stock, or increase the authorized number of shares of any additional class or series of capital stock; ● create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or sell, transfer, or otherwise dispose of any capital stock of any of the Company's direct or indirect subsidiaries, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license, or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; ● amend, alter, or otherwise change the rights, preferences, or privileges of the Class B Common Stock, or amend, alter, or repeal any provision of the Company's certificate of incorporation or bylaws in a manner that adversely affects the powers, preferences, or rights of the Class B Common Stock; ● acquire, by asset purchase, merger, stock purchase, or otherwise, any material assets or securities of any other corporation, partnership, or other entity; or ● liquidate, dissolve, or wind-up the business and affairs of the Company, effect any merger or consolidation, or any other "Deemed Liquidation Event" (as defined in the certificate of incorporation), or consent to any of the foregoing. At any time when shares of Class B Common Stock are outstanding, the Company may not, without the affirmative vote of a majority of the Class B Directors: ● increase or decrease the authorized number of directors constituting the Company's board of directors; ● hire, terminate, change the compensation of, or amend the employment agreements of the Company's executive officers or the executive officers of any of the Company's subsidiaries, including approving any incentive compensation, option grants, or stock awards to executive officers; ● purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of the Company's capital stock; ● create, or authorize the creation of, or issue, or authorize the issuance of, any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the Company's aggregate indebtedness, including the indebtedness of the Company's subsidiaries, for borrowed money following such action would exceed $10,000, or guarantee, directly or indirectly, or permit any of the Company's subsidiaries to guarantee, directly or indirectly, any indebtedness except for its trade accounts or any subsidiary arising in the ordinary course of business; ● make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any of the Company's employees or directors or any subsidiary, or to any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; ● change the principal business of the Company, enter new lines of business, or exit the current line of business; ● enter into any agreement, contract, arrangement, or corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000; or ● enter into or be a party to any transaction outside of the ordinary course of business with any of the Company's directors, officers, or employees or any "associate" (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person or entity. Holders of the Class B Common Stock may convert each Class B Common Stock into one share of Class A Common Stock (the " Class B Conversion Ratio |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8 – Related Party Transactions On September 25, 2018, the Board of Directors of the Company appointed Daniel E. Schmerin and Jeffrey C. Piermont as members of the Board of Directors. Further, Mr. Schmerin was appointed as the Company's Chief Executive Officer and Mr. Piermont was appointed as the Company's Chief Operating Officer, President, and Secretary. Mr. Schmerin owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying the Amended and Restated Warrants. Mr. Piermont owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying the Amended and Restated Warrants. Peter A. Cohen, a director of one of the Company's subsidiary, owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying Amended and Restated Warrants. George Blumenthal owned or controlled 584,820 shares of the Company's Common Stock and owned or controlled 450,000 shares underlying Amended and Restated Warrants. As of December 31, 2018, $233,822 of the legal expenses and $227,787 of the accounts payable were related to a certain law firm. One of the officers of the Company is related to one of the partners of this firm through marriage. The partner does not perform legal services for the Company, is not consulted on any matters pertaining to the Company, and is not compensated directly from the fees paid to the law firm by the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 – Income Taxes The FASB has issued ASC 740-10, “ Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. At December 31, 2018 the Company had net operating loss carryforwards of approximately $900,000 that may be offset against future taxable income through 2037. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to use in the future. Net deferred tax assets consist of the following components: Year Ended 2018 2017 Deferred tax assets: NOL Carryover $ 196,604 $ 80,837 Allowance for doubtful accounts - 3,740 Valuation allowance (196,604 ) (84,577 ) Net deferred tax asset $ - $ - The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 21% for 2018 and 34% for 2017 to pretax income due to the following: Year Ended 2018 2017 Expected tax at 34% for 2017, 21% for 2018 $ (112,604 ) $ (28,902 ) Stock-based compensation - 680 Remeasurement of deferred income tax assets from 34% to 21% (a) 52,358 Change in valuation allowance 112,604 (24,136 ) Provision for (benefit from) income taxes $ - $ - (a) As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018. Accordingly, we reduced our deferred income tax asset relating to our net operating loss carryforward (and the valuation allowance thereon) by $52,358 from $136,935 to $84,577 at December 31, 2017. For all periods presented, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. For all periods presented, the Company had no accrued interest or penalties. All tax years remain subject to examination by major taxing jurisdictions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Effective February 14, 2019, the Company completed the Reincorporation, which was approved by a majority of the Company's stockholders acting by written consent, dated January 9, 2019. Capital Stock Subsequent to December 31, 2018, in connection with the Reincorporation, and effective upon the effectiveness of the Reincorporation, each of the Company's issued and outstanding shares of common stock, par value $0.001 per share, automatically converted into and became one-fifth ( 1 5 th 1 5 th Class A Common Stock Holders of Class A Common Stock are entitled to one vote per share on matters to be voted upon by stockholders. Holders of Class A Common Stock have no preemptive rights to subscribe for or to purchase any additional shares of Class A Common Stock or other obligations convertible into shares of Class A Common Stock which we may issue in the future. All of the outstanding shares of Class A Common Stock are fully paid and non-assessable. Holders of our Class A Common Stock are not liable for further calls or assessments. The rights, preferences, and privileges of the holders of Class A Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of Class B Common Stock and any series of preferred stock that we may designate in the future. Class B Common Stock Holders of Class B Common Stock are entitled to fifty (50) votes per share on matters to be voted upon by stockholders. Holders of our Class B Common Stock are entitled to elect, exclusively and as a separate class, three of our directors (the " Class B Directors At any time when shares of Class B Common Stock are outstanding, the Company may not, without the affirmative vote of a majority of the shares of Class B Common Stock: ● create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or increase the authorized number of shares of or issue additional shares of Class B Common Stock, or increase the authorized number of shares of any additional class or series of capital stock; ● create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or sell, transfer, or otherwise dispose of any capital stock of any of the Company's direct or indirect subsidiaries, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license, or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; ● amend, alter, or otherwise change the rights, preferences, or privileges of the Class B Common Stock, or amend, alter, or repeal any provision of the Company's certificate of incorporation or bylaws in a manner that adversely affects the powers, preferences, or rights of the Class B Common Stock; ● acquire, by asset purchase, merger, stock purchase, or otherwise, any material assets or securities of any other corporation, partnership, or other entity; or ● liquidate, dissolve, or wind-up the business and affairs of the Company, effect any merger or consolidation, or any other "Deemed Liquidation Event" (as defined in the certificate of incorporation), or consent to any of the foregoing. At any time when shares of Class B Common Stock are outstanding, the Company may not, without the affirmative vote of a majority of the Class B Directors: ● increase or decrease the authorized number of directors constituting the Company's board of directors; ● hire, terminate, change the compensation of, or amend the employment agreements of the Company's executive officers or the executive officers of any of the Company's subsidiaries, including approving any incentive compensation, option grants, or stock awards to executive officers; ● purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of the Company's capital stock; ● create, or authorize the creation of, or issue, or authorize the issuance of, any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the Company's aggregate indebtedness, including the indebtedness of the Company's subsidiaries, for borrowed money following such action would exceed $10,000, or guarantee, directly or indirectly, or permit any of the Company's subsidiaries to guarantee, directly or indirectly, any indebtedness except for its trade accounts or any subsidiary arising in the ordinary course of business; ● make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any of the Company's employees or directors or any subsidiary, or to any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; ● change the principal business of the Company, enter new lines of business, or exit the current line of business; ● enter into any agreement, contract, arrangement, or corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000; or ● enter into or be a party to any transaction outside of the ordinary course of business with any of the Company's directors, officers, or employees or any "associate" (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person or entity. Holders of the Class B Common Stock may convert each Class B Common Stock into one share of Class A Common Stock (the " Class B Conversion Ratio Related Party Transactions Subsequent to December 31, 2018, as a result of the Reincorporation: ● Mr. Schmerin owns or controls 584,820 shares of Andover's Class A Common Stock, owns or controls 500,000 shares of Andover's Class B Common Stock, and owns or controls 900,000 shares of Class A Common Stock underlying the Amended and Restated Warrant; ● Mr. Piermont owns or controls 584,820 shares of Andover's Class A Common Stock, owns or controls 500,000 shares of Andover's Class B Common Stock, and owns or controls 900,000 shares of Class A Common Stock underlying the Amended and Restated Warrants; ● Peter A. Cohen, a director of Andover, owns or controls 584,820 shares of Andover's Class A Common Stock, owns or controls 500,000 shares of Andover's Class B Common Stock, and owns or controls 900,000 shares of Class A Common Stock underlying Amended and Restated Warrants; and ● George Blumenthal owns or controls 584,820 shares of Andover's Class A Common Stock and owns or controls 500,000 shares of Class A Common Stock underlying Amended and Restated Warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments, and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined. |
Reclassification | Reclassification Certain reclassifications have been made to conform the prior period's financial information to the current period's presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of 90 days or less, when purchased, to be cash. As of December 31, 2018 and 2017, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. |
Accounts Receivable, Net of Allowance for Doubtful Accounts | Accounts Receivable, Net of Allowance for Doubtful Accounts The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer financial condition, collection history and the aging of the related accounts receivable. A significant number of the Company's customers are entities with a history of operating losses and limited cash flow that were historically affiliated with the majority stockholders of the Company prior to the Acquisition. In addition, certain individuals that were historically affiliated with the majority stockholders of the Company prior to the Acquisition have a history of facilitating the sale of the ownership control in those affiliated customer entities, at which time proceeds from the sale of the ownership control in the entity provides funds for the Company to collect past due receivables from services (See Note 3). |
Revenue Recognition | Revenue Recognition Adoption of the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 606, " Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018, are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC 605. There was no impact to the opening balance of accumulated deficit or revenues for the year ended December 31, 2018 as a result of applying ASC 606. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract, and (5) recognizing revenue when the performance obligation is satisfied. Substantially all of the Company's revenue is recognized at the time control of the products transfers to the customer. The Company generates revenue from contracts to provide services to publicly traded companies. The Company has identified the promise to provide these services as its performance obligation, which is satisfied over a short time. The Company has a right to consideration from its customer an amount that corresponds directly with the value to the customer of the Company's performance completed to date. As allowed by a practical expedient in Topic 606, the entity recognizes revenue in the amount to which the entity has a right to invoice. The term between invoicing and when payment is due is not significant. |
Income Taxes | Income Taxes The Company utilizes the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. |
Related Parties | Related Parties The Company follows ASC 850, Related Party Disclosures, |
Warrants | Warrants The Company relied on ASC 815, " Derivatives and Hedging |
Preferred Stock | Preferred Stock The Company accounts for preferred stock which is convertible into shares of its common stock as equity in accordance with ASC 480, " Distinguishing Liabilities from Equity Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, Distinguishing Liabilities from Equity The Company analyzed ASC 470 to determine if a beneficial conversion feature applied to the preferred stock issued, and determined that none would apply based on the market price relative to the conversion price of the preferred stock. |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC 260-10, " Earnings Per Share The potential shares, which are excluded from the determination of basic and diluted net loss per share as their effect is anti-dilutive, are as follows: December 31, December 31, 2018 2017 Warrants to purchase common stock 3,150,000 - Potential equivalent shares excluded 3,150,000 - |
Fair Value Measurements | Fair Value Measurements Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. In accordance with ASC 820, " Fair Value Measurements and Disclosures Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company's financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. |
Going Concern | Going Concern The Company's financial statements are prepared using accounting principles generally accepted in the United States ("U.S. GAAP") applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited revenue and had a cumulative net loss from inception to December 31, 2018, of $956,060. The Company had working capital of $87,750 as of December 31, 2018 due to the sale of equity late in September 2018, and the settlement during change in ownership of approximately $452,000 in debt due to related parties (see Note 1 regarding the Acquisition). The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying financial statements for the period ended December 31, 2018, have been prepared assuming the Company will continue as a going concern. The Company's cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations. 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 establishes a revenue stream and becomes profitable. Management's plans to continue as a going concern include raising additional capital through sales of equity securities and/or borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce the scope of or eliminate one or more of the Company's activities or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 is a comprehensive revenue recognition standard that supersedes nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has reviewed ASU 2014-09 and using the modified retrospective method has determined that its adoption has had no impact on its financial position, results of operations or cash flows. The Company adopted the provisions of this statement in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The Company has evaluated the expected impact and has determined that the standard will not have a material impact on its financial statements and related disclosures due primarily to the fact that there are no leases that are greater than 12 months in remaining duration. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. The adoption of ASU 2017-09, which is effective for annual periods beginning after December 15, 2017, and for interim periods within those annual periods, did not have any impact on the Company's financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or in management's opinion will not have a material impact on the Company's present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of excluded from the determination of basic and diluted net loss per share | December 31, December 31, 2018 2017 Warrants to purchase common stock 3,150,000 - Potential equivalent shares excluded 3,150,000 - |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable [Abstract] | |
Schedule of accounts receivable | December 31, December 31, Accounts receivable $ - $ 29,956 Allowance for bad debts - (17,808 ) Total $ - $ 12,148 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of current liabilities | December 31, December 31, Accounts payable ($227,787 and $31,500 due to related parties, respectively) $ 280,814 $ 31,500 Accrued interest on notes payable, related party - 24,777 Other accruals - 4,096 Total $ 280,814 $ 60,373 |
Related Party Notes and Loans_2
Related Party Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Schedule of related party and loan payable | December 31, September 25, December 31, 2018 2018 2017 Loans Payable Kenneth I. Denos P.C. $ - $ 46,300 $ 26,150 Acadia Group, Inc. - 6,400 400 Other - 987 - Notes Payable Kenneth I. Denos, P.C. - 265,251 265,251 Acadia Group, Inc.* - 38,700 38,700 Acadia Properties, LLC* - 3,420 3,420 Accrued Interest Payable - 42,765 24,777 Accounts Payable Acadia Properties, LLC* - 19,500 16,500 Other - 28,387 19,096 Total $ - $ 451,710 $ 394,294 * Kenneth I. Denos controls Acadia Group, Inc. and Acadia Properties, LLC. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Net deferred tax assets | Year Ended 2018 2017 Deferred tax assets: NOL Carryover $ 196,604 $ 80,837 Allowance for doubtful accounts - 3,740 Valuation allowance (196,604 ) (84,577 ) Net deferred tax asset $ - $ - |
Provision for (benefit from) income taxes | Year Ended 2018 2017 Expected tax at 34% for 2017, 21% for 2018 $ (112,604 ) $ (28,902 ) Stock-based compensation - 680 Remeasurement of deferred income tax assets from 34% to 21% (a) 52,358 Change in valuation allowance 112,604 (24,136 ) Provision for (benefit from) income taxes $ - $ - (a) As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018. Accordingly, we reduced our deferred income tax asset relating to our net operating loss carryforward (and the valuation allowance thereon) by $52,358 from $136,935 to $84,577 at December 31, 2017. |
Nature of the Business (Details
Nature of the Business (Details) | 1 Months Ended |
Sep. 25, 2018 | |
Nature of the Business (Textual) | |
Outstanding common shares ownership, percentage | 99.96% |
Sale of stock purchase, description | The Company entered into a Stock Purchase Agreement (the "Purchase Agreement") by and among the Company, its stockholders (collectively, the "Sellers"), John D. Thomas, P.C., as the Sellers' representative, and Windber National LLC, The Peter A. Cohen Revocable Trust, Blumenthal Family Investment Joint Venture, L.P., and Jeffrey C. Piermont (collectively, the "Buyers"), pursuant to which the Buyers paid $450,000.00 in aggregate cash consideration for (i) 2,340,000 shares of the Company's Class A Common Stock, par value $0.001, from the Sellers, which shares constituted 99.96% of the Company's issued and outstanding shares as of December 31, 2018 and (ii) the extinguishment and payment in full of (A) an aggregate of approximately $307,371 in notes payable by the Company, and (B) an aggregate of approximately $54,187 in loans payable by the Company (the "Acquisition"). As a result of the sale of the shares of Class A Common Stock by the Sellers, the Buyers held a controlling interest in the Company. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Warrants to purchase common stock | 3,150,000 | |
Potential equivalent shares excluded | 3,150,000 | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies (Textual) | ||
Potentially dilutive shares | 3,150,000 | 0 |
Cumulative net loss | $ (956,060) | $ (419,849) |
Working capital | 87,750 | |
Debt due to related parties | $ 452,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Receivable [Abstract] | ||
Accounts receivable | $ 29,956 | |
Allowance for bad debts | (17,808) | |
Total | $ 12,148 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2018 | Sep. 25, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 280,814 | $ 31,500 | |
Accrued interest on notes payable | $ 42,765 | 24,777 | |
Other accruals | 4,096 | ||
Total | $ 280,814 | $ 60,373 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts payable and accrued liabilities (Textual) | ||
Due to related parties | $ 227,787 | $ 56,277 |
Related Party Notes and Loans_3
Related Party Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2018 | Sep. 25, 2018 | Dec. 31, 2017 | |
Loans Payable | $ 26,550 | |||
Notes Payable | 307,371 | |||
Accrued Interest Payable | $ 42,765 | 24,777 | ||
Accounts Payable | 280,814 | 31,500 | ||
Total | 451,710 | 394,294 | ||
Kenneth I. Denos P.C. | ||||
Loans Payable | 46,300 | 26,150 | ||
Notes Payable | 265,251 | 265,251 | ||
Acadia Group, Inc. | ||||
Loans Payable | 6,400 | 400 | ||
Notes Payable | [1] | 38,700 | 38,700 | |
Accounts Payable | ||||
Other | ||||
Loans Payable | 987 | |||
Notes Payable | ||||
Accounts Payable | 28,387 | 19,096 | ||
Acadia Properties, LLC | ||||
Notes Payable | [1] | 3,420 | 3,420 | |
Accounts Payable | [1] | $ 19,500 | $ 16,500 | |
[1] | Kenneth I. Denos controls Acadia Group, Inc. and Acadia Properties, LLC. |
Related Party Notes and Loans_4
Related Party Notes and Loans Payable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Notes and Loans Payable (Abstract) | ||
Promissory notes percentage | 8.00% | |
Total promissory notes | $ 313,371 | |
Non-interest bearing loans payable outstanding | $ 313,371 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | |
Dec. 28, 2018 | Sep. 25, 2018 | |
Warrants (Textual) | ||
Warrants expires date | Sep. 25, 2028 | |
Class A Common stock [Member] | ||
Warrants (Textual) | ||
Warrants to purchase of common stock | 1,250,000 | |
Exchange for a purchase price, granted | $ 15,000 | |
Exercise price | $ 3 | |
Class of warrant, description | The Company and the Buyers agreed to amend and restate the Original Warrants to, among other things, (a) change the classification of each Original Class A Warrant to now be referred to as a Class W-1 Warrant (the "Class W-1 Warrants") and each Original Class B Warrant to now be referred to as a Class W-2 Warrant (the "Class W-2 Warrants", and together with the Class W-1 Warrants, the "Amended and Restated Warrants"), (b) clarify language contained in the Amended and Restated Warrants in order to maintain equity treatment of the Amended and Restated Warrants and thus avoid the burden of derivative liability accounting, (c) reduce the number of shares underlying each Class W-1 Warrant and Class W-2 Warrant to (i) 225,000 shares of Class A Common Stock for Blumenthal Family Investment Joint Venture, L.P. and (ii) 450,000 shares of Class A Common Stock for each of Jeffrey C. Piermont, The Peter A. Cohen Revocable Trust, and Windber National LLC, and (d) increase the exercise price of each Class W-1 Warrant to $12.50 and each Class W-2 Warrant to $15.00. | |
Class B Common stock [Member] | ||
Warrants (Textual) | ||
Warrants to purchase of common stock | 1,250,000 | |
Exchange for a purchase price, granted | $ 10,000 | |
Exercise price | $ 5 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Capital Stock (Textual) | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued | ||
Total cash consideration | $ 25,000 | |
Common Stock | ||
Capital Stock (Textual) | ||
Description of issued and outstanding shares of common stock | Each of the Company's issued and outstanding shares of common stock, par value $0.001 per share, automatically converted into and became one-fifth (1/5th) of one validly issued, fully paid and non-assessable share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of Andover, without any action on the part of the Company's stockholders. In addition, each of the Company's issued and outstanding shares of Series A preferred stock, par value $0.001 per share, automatically converted into and became one-fifth (1/5th) of one validly issued, fully paid and non-assessable share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), of Andover, without any action on the part of the Company's stockholders. | |
Class A Common stock [Member] | ||
Capital Stock (Textual) | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common Stock, shares issued | 2,340,000 | 2,340,000 |
Common Stock, shares outstanding | 2,340,000 | 2,340,000 |
Shares issued exchange for cash | 0 | |
Issuance of common shares for services | 20,000 | |
Restricted shares of common stock | 250,000 | |
Number of investors | 32 | |
Total cash consideration | $ 25,000 | |
Maximum borrowed amount | 10,000 | |
Maximum assets amount | $ 250,000 | |
Class A Common stock [Member] | Brandon Pehrson [Member] | ||
Capital Stock (Textual) | ||
Common stock, par value | $ 0.10 | |
Shares issued exchange for cash | 20,000 | |
Issuance of common shares for services | 20,000 | |
Fair value shares of common stock | $ 2,000 | |
Series A preferred stock [Member] | ||
Capital Stock (Textual) | ||
Preferred stock, par value | $ 0.001 | |
Class B Common stock [Member] | ||
Capital Stock (Textual) | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common Stock, shares issued | 1,500,000 | 0 |
Common Stock, shares outstanding | 1,500,000 | 0 |
Shares issued exchange for cash | 1,500,000 | |
Shares issued exchange for cash, in value | $ 450,000 | |
Issuance of common shares for services | ||
Total cash consideration | $ 450,000 | |
Number of votes | 50 | |
Capital Stock [Member] | ||
Capital Stock (Textual) | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 72,500,000 | |
Common Stock, shares issued | ||
Common Stock, shares outstanding |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transactions (Textual) | ||
Legal expenses | $ 233,822 | |
Accounts payable | $ 227,787 | $ 56,277 |
Peter A. Cohen [Member] | ||
Related Party Transactions (Textual) | ||
Related party transactions, description | A director of one of the Company's subsidiary, owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying Amended and Restated Warrants. | |
George Blumenthal [Member] | ||
Related Party Transactions (Textual) | ||
Related party transactions, description | Owned or controlled 584,820 shares of the Company's Common Stock and owned or controlled 450,000 shares underlying Amended and Restated Warrants. | |
Mr. Piermont [Member] | ||
Related Party Transactions (Textual) | ||
Related party transactions, description | Owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying the Amended and Restated Warrants. | |
Mr. Schmerin [Member] | ||
Related Party Transactions (Textual) | ||
Related party transactions, description | Owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying the Amended and Restated Warrants. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
NOL Carryover | $ 900,000 | |
Allowance for doubtful accounts | 0 | $ 17,808 |
Deferred tax assets [Member] | ||
NOL Carryover | 196,604 | 80,837 |
Allowance for doubtful accounts | 3,740 | |
Valuation allowance | (196,604) | (84,577) |
Net deferred tax asset |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Tax Disclosure [Abstract] | |||
Expected tax at 34% for 2017, 21% for 2018 | $ (112,604) | $ (28,902) | |
Stock-based compensation | 680 | ||
Remeasurement of deferred income tax assets from 34% to 21% | [1] | 52,358 | |
Change in valuation allowance | 112,604 | (24,136) | |
Provision for (benefit from) income taxes | |||
[1] | As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018. Accordingly, we reduced our deferred income tax asset relating to our net operating loss carryforward (and the valuation allowance thereon) by $52,358 from $136,935 to $84,577 at December 31, 2017. |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 900,000 | |
U.S. federal income tax rate | 21.00% | 34.00% |
Deferred income tax asset, Description | As a result of the Tax Cuts and Jobs Act enacted on December 22, 2017, the United States corporate income tax rate is 21% effective January 1, 2018. Accordingly, we reduced our deferred income tax asset relating to our net operating loss carryforward (and the valuation allowance thereon) by $52,358 from $136,935 to $84,577 at December 31, 2017. | |
Expected tax rate | 21.00% | 34.00% |
Maximum [Member] | ||
Income Taxes (Textual) | ||
Remeasurement of deferred income tax assets | 34.00% | |
Minimum [Member] | ||
Income Taxes (Textual) | ||
Remeasurement of deferred income tax assets | 21.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Feb. 14, 2019 | Dec. 31, 2018 | |
Capital Stock [Member] | ||
Description of issued and outstanding shares of common stock | Each of the Company's issued and outstanding shares of common stock, par value $0.001 per share, automatically converted into and became one-fifth (1/5th) of one validly issued, fully paid and non-assessable share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), of Andover, without any action on the part of the Company's stockholders. In addition, each of the Company's issued and outstanding shares of Series A preferred stock, par value $0.001 per share, automatically converted into and became one-fifth (1/5th) of one validly issued, fully paid and non-assessable share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), of Andover, without any action on the part of the Company's stockholders. | |
Class B Common stock [Member] | ||
Number of votes | 50 | |
Subsequent Event [Member] | Capital Stock [Member] | ||
Description of issued and outstanding shares of common stock | Each of the Company's issued and outstanding shares of common stock, par value $0.001 per share, automatically converted into and became one-fifth (1/5th) of one validly issued, fully paid and non-assessable share of Class A Common Stock, of Andover, without any action on the part of the Company's stockholders. In addition, each of the Company's issued and outstanding shares of Series A preferred stock, par value $0.001 per share, automatically converted into and became one-fifth (1/5th) of one validly issued, fully paid and non-assessable share of Class B Common Stock, of Andover, without any action on the part of the Company's stockholders. There are 2,340,000 issued and outstanding shares of Class A Common Stock and 1,500,000 issued and outstanding shares of Class B Common Stock following the Reincorporation. | |
Subsequent Event [Member] | Class B Common stock [Member] | ||
Number of votes | 50 | |
Maximum borrowed amount | $ 10,000 | |
Maximum assets amount | $ 250,000 | |
Mr. Schmerin [Member] | ||
Related party transactions, description | Owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying the Amended and Restated Warrants. | |
Mr. Schmerin [Member] | Subsequent Event [Member] | ||
Related party transactions, description | Owns or controls 584,820 shares of Andover's Class A Common Stock, owns or controls 500,000 shares of Andover's Class B Common Stock, and owns or controls 900,000 shares of Class A Common Stock underlying the Amended and Restated Warrant. | |
Mr. Piermont [Member] | ||
Related party transactions, description | Owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying the Amended and Restated Warrants. | |
Mr. Piermont [Member] | Subsequent Event [Member] | ||
Related party transactions, description | Owns or controls 584,820 shares of Andover's Class A Common Stock, owns or controls 500,000 shares of Andover's Class B Common Stock, and owns or controls 900,000 shares of Class A Common Stock underlying the Amended and Restated Warrants. | |
Peter A. Cohen [Member] | ||
Related party transactions, description | A director of one of the Company's subsidiary, owned or controlled 584,820 shares of the Company's Class A Common Stock, owned or controlled 500,000 shares of the Company's Class B Common Stock, and owned or controlled 900,000 shares underlying Amended and Restated Warrants. | |
Peter A. Cohen [Member] | Subsequent Event [Member] | ||
Related party transactions, description | A director of Andover, owns or controls 584,820 shares of Andover's Class A Common Stock, owns or controls 500,000 shares of Andover's Class B Common Stock, and owns or controls 900,000 shares of Class A Common Stock underlying Amended and Restated Warrants. | |
George Blumenthal [Member] | ||
Related party transactions, description | Owned or controlled 584,820 shares of the Company's Common Stock and owned or controlled 450,000 shares underlying Amended and Restated Warrants. | |
George Blumenthal [Member] | Subsequent Event [Member] | ||
Related party transactions, description | Owns or controls 584,820 shares of Andover's Class A Common Stock and owns or controls 500,000 shares of Class A Common Stock underlying Amended and Restated Warrants. |