Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Pelican Delivers, Inc. | |
Entity Central Index Key | 0001802830 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-236368 | |
Entity Incorporation, State or Country Code | NV | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 13,730,500 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 16,285 | $ 51,970 |
Accounts receivable | 474 | |
Subscription receivable | 6,000 | |
Prepaid expenses | 6,148 | |
TOTAL CURRENT ASSETS | 28,433 | 52,444 |
FIXED ASSETS, NET | 5,145 | 8,061 |
OTHER ASSETS | ||
Intangible assets, net | 524,792 | 625,284 |
Operating lease right-of-use asset | 7,235 | 19,549 |
Security deposit | 2,000 | 2,000 |
TOTAL OTHER ASSETS | 534,027 | 646,833 |
TOTAL ASSETS | 567,605 | 707,338 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 219,174 | 12,675 |
Operating lease liability current portion | 7,235 | 16,624 |
TOTAL CURRENT LIABILITIES | 226,409 | 29,299 |
LONG-TERM LIABILITIES | ||
Operating lease liability net of current portion | 2,925 | |
Due to shareholders | 643,362 | 283,410 |
TOTAL LIABILITIES | 869,771 | 315,634 |
SHAREHOLDERS EQUITY (DEFICIT) | ||
Preferred stock ($0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2020 and December 31, 2019) | ||
Common stock ($0.001 par value; 90,000,000 shares authorized; 13,673,000 shares issued and outstanding at September 30, 2020 and 13,600,000 shares issued and outstanding at December 31, 2019) | 13,673 | 13,600 |
Additional paid-in capital | 903,189 | 889,618 |
Accumulated deficit | (1,219,028) | (511,515) |
TOTAL SHAREHOLDERS EQUITY (DEFICIT) | (302,166) | 391,703 |
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT) | $ 567,605 | $ 707,338 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 90,000,000 | 90,000,000 |
Common Stock, Issued | 13,673,000 | 13,600,000 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Issued | 0 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Aug. 22, 2019 | Sep. 30, 2020 | |
REVENUE | |||||
Revenue | $ 7,523 | $ 25,297 | |||
Revenue related parties | 10,773 | 24,738 | |||
Total revenue | 18,296 | 50,035 | |||
Cost of revenue | 170 | 1,422 | |||
GROSS PROFIT | 18,126 | 48,613 | |||
OPERATING EXPENSES: | |||||
Compensation | 40,082 | 116,522 | |||
Advertising and marketing | 6,989 | 40,486 | |||
Amortization expense | 33,497 | 100,492 | |||
Bank service charges | 334 | 2,148 | |||
Depreciation expense | 555 | 1,218 | |||
Dues and subscriptions | |||||
Legal and professional services | 81,068 | 188,224 | |||
Legal and professional services - related party | 22,728 | 94,886 | |||
Merchant bank fees | 4,321 | 7,992 | |||
Office expense | 8,870 | 28,347 | |||
Organization cost | |||||
Rent expense | 6,873 | 20,619 | |||
Software expense | 1,500 | 2,620 | |||
Software expense - related party | 30,300 | 120,300 | |||
Stock-based compensation | |||||
Travel expense | 1,970 | 23,611 | |||
Utilities | 273 | 455 | |||
Other | 1,646 | 2,705 | |||
Total operating expenses | 241,006 | 750,625 | |||
LOSS FROM OPERATIONS | (222,880) | (702,012) | |||
OTHER EXPENSE | |||||
Interest expense | 2,008 | 5,501 | |||
Total other expense | 2,008 | 5,501 | |||
LOSS BEFORE INCOME TAXES | (224,888) | (707,513) | |||
INCOME TAXES | |||||
NET LOSS | $ (191,061) | $ (29,111) | $ (224,888) | $ 707,513 | |
NET LOSS PER COMMON SHARE | $ (0.016) | $ (0.052) | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 13,660,402 | 13,648,091 | |||
Successor | |||||
REVENUE | |||||
Revenue | 1,000 | ||||
Revenue related parties | 189 | ||||
Total revenue | 1,189 | ||||
Cost of revenue | |||||
GROSS PROFIT | 1,189 | ||||
OPERATING EXPENSES: | |||||
Compensation | |||||
Advertising and marketing | 12,160 | 1,542 | 6,156 | ||
Amortization expense | 11,400 | ||||
Bank service charges | 187 | 86 | 192 | ||
Depreciation expense | 76 | 247 | 453 | ||
Dues and subscriptions | 183 | 49 | 112 | ||
Legal and professional services | 22,563 | 6,700 | 11,700 | ||
Legal and professional services - related party | |||||
Merchant bank fees | 1,227 | (666) | 129 | ||
Office expense | 459 | 817 | 1,385 | ||
Organization cost | 825 | ||||
Rent expense | 2,291 | 4,582 | 13,746 | ||
Software expense | 11,000 | 11,000 | |||
Software expense - related party | 25,000 | ||||
Stock-based compensation | 108,941 | ||||
Travel expense | 5,987 | 3,217 | 3,217 | ||
Utilities | 425 | ||||
Other | 734 | ||||
Total operating expenses | 191,724 | 27,574 | 48,824 | ||
LOSS FROM OPERATIONS | (190,535) | (27,574) | (48,824) | ||
OTHER EXPENSE | |||||
Interest expense | 526 | 1,537 | 9,048 | ||
Total other expense | 526 | 1,537 | 9,048 | ||
LOSS BEFORE INCOME TAXES | (191,061) | (29,111) | (57,872) | ||
INCOME TAXES | |||||
NET LOSS | $ 191,061 | $ (29,111) | $ 57,872 | ||
NET LOSS PER COMMON SHARE | $ (0.020) | ||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 9,600,000 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance Beginning, Shares at Dec. 31, 2018 | ||||
Balance Beginning, Amount at Dec. 31, 2018 | $ 1,305 | $ (6,148) | $ (4,843) | |
Capital contributions from shareholders | 1,500 | 1,500 | ||
Net loss | (9,218) | (9,218) | ||
Balance Ending, Shares at Mar. 31, 2019 | ||||
Balance Ending, Amount at Mar. 31, 2019 | 2,805 | (15,366) | (12,561) | |
Balance Beginning, Shares at Dec. 31, 2018 | ||||
Balance Beginning, Amount at Dec. 31, 2018 | 1,305 | (6,148) | (4,843) | |
Balance Ending, Shares at Aug. 22, 2019 | 96 | |||
Balance Ending, Amount at Aug. 22, 2019 | 675,477 | (64,020) | 611,457 | |
Balance Beginning, Shares at Mar. 31, 2019 | ||||
Balance Beginning, Amount at Mar. 31, 2019 | 2,805 | (15,366) | (12,561) | |
Net loss | 2,805 | (19,543) | (19,543) | |
Balance Ending, Shares at Jun. 30, 2019 | ||||
Balance Ending, Amount at Jun. 30, 2019 | 2,805 | (34,909) | (32,104) | |
Capital contributions from shareholders | 8,500 | 8,500 | ||
Common Stock issued for settlement, shares | 96 | |||
Common Stock issued for settlement, amount | 664,172 | 664,172 | ||
Net loss | (29,111) | (29,111) | ||
Balance Ending, Shares at Aug. 22, 2019 | 96 | |||
Balance Ending, Amount at Aug. 22, 2019 | 675,477 | (64,020) | 611,457 | |
Capital contributions from shareholders | $ 110,565 | $ 110,565 | ||
Shares Issued, exchange, shares | 9,600,000 | |||
Shares Issued, exchange, amount | 9,600 | 665,877 | (64,020) | 611,457 |
Shares Issued, New Issuances, shares | 4,000,000 | |||
Shares Issued, New Issuances, amount | $ 4,000 | $ 108,941 | $ 112,941 | |
Net loss | (191,061) | (191,061) | ||
Balance Ending, Shares at Sep. 30, 2019 | 13,600,000 | |||
Balance Ending, Amount at Sep. 30, 2019 | $ 13,600 | 885,383 | (255,081) | 643,902 |
Balance Beginning, Shares at Dec. 31, 2019 | 13,600,000 | |||
Balance Beginning, Amount at Dec. 31, 2019 | $ 13,600 | 889,618 | (511,515) | 391,703 |
Common shares issued for services | 60,000 | |||
Common shares issued for services, amount | $ 60 | 32 | 92 | |
Net loss | (239,673) | (239,673) | ||
Balance Ending, Shares at Mar. 31, 2020 | 13,660,000 | |||
Balance Ending, Amount at Mar. 31, 2020 | $ 13,660 | 889,650 | (751,188) | 152,122 |
Balance Beginning, Shares at Dec. 31, 2019 | 13,600,000 | |||
Balance Beginning, Amount at Dec. 31, 2019 | $ 13,600 | 889,618 | (511,515) | 391,703 |
Net loss | 707,513 | |||
Balance Ending, Shares at Sep. 30, 2020 | 13,673,000 | |||
Balance Ending, Amount at Sep. 30, 2020 | $ 13,673 | 903,189 | 1,219,028 | 302,166 |
Balance Beginning, Shares at Mar. 31, 2020 | 13,660,000 | |||
Balance Beginning, Amount at Mar. 31, 2020 | $ 13,660 | 889,650 | (751,188) | 152,122 |
Common shares issued for services, amount | 276 | 276 | ||
Net loss | (242,952) | (242,952) | ||
Balance Ending, Shares at Jun. 30, 2020 | 13,660,000 | |||
Balance Ending, Amount at Jun. 30, 2020 | $ 13,660 | 889,926 | (994,140) | (90,554) |
Common shares issued for services | ||||
Common shares issued for services, amount | 276 | 276 | ||
Shares Issued, New Issuances, shares | 6,000 | |||
Shares Issued, New Issuances, amount | $ 6 | 5,994 | 6,000 | |
Shares Issued, other, shares | 7,000 | |||
Shares Issued, other, amount | $ 7 | 6,993 | 7,000 | |
Net loss | (242,888) | (224,888) | ||
Balance Ending, Shares at Sep. 30, 2020 | 13,673,000 | |||
Balance Ending, Amount at Sep. 30, 2020 | $ 13,673 | $ 903,189 | $ 1,219,028 | $ 302,166 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ 191,061 | $ (707,513) | |
Adjustment to reconcile net loss to net cash used in operating activities: | |||
Amortization expense - intangible assets | 100,492 | ||
Amortization of right-of-use asset | 12,314 | ||
Depreciation expense | 1,218 | ||
Amortization of debt discount | |||
Stock-based compensation | |||
Common shares issued for services | 644 | ||
Expenses paid by shareholders | 40,353 | ||
Write-off of fixed assets | 1,696 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (3,126) | ||
Accounts receivable | 474 | ||
Accounts payable and accrued expenses | 206,499 | ||
Due to shareholders accrued interest | 5,501 | ||
Operating lease liabilities | (12,314) | ||
Net cash used in operating activities | (353,762) | ||
CASH FLOWS FROM INVESTING ACTIVITY | |||
Cash from merger with PDI (WA) | |||
Net cash provided by investing activities | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Shareholder advances | 311,077 | ||
Shareholder capital contributions | |||
Proceeds from sale of common stock | 7,000 | ||
Payments on short term loans | |||
Net cash provided by financing activities | 318,077 | ||
NET INCREASE (DECREASE) IN CASH | (35,685) | ||
Cash - beginning of period | $ 882 | 51,970 | |
Cash - end of period | 16,285 | ||
Non-cash transactions: | |||
Prepaid expenses paid by shareholders | 3,021 | ||
Acquisition of fixed assets paid by shareholders | |||
Acquisition of patent rights through capital contributions | |||
Software development paid by shareholders | |||
Software development through use of deposit | |||
Refundable security deposit paid by shareholders | |||
Short-term debt paid by shareholders | |||
Expenses prepaid by shareholders | |||
Settlement of shareholders debt through share issuance | |||
Subscription receivable for common stock | 6,000 | ||
Right-of-use asset addition under ASC | |||
Operating lease liability assumed under ASC | |||
Successor | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | (191,061) | (57,872) | |
Adjustment to reconcile net loss to net cash used in operating activities: | |||
Amortization expense - intangible assets | 11,400 | ||
Amortization of right-of-use asset | 1,260 | 5,963 | |
Depreciation expense | 76 | 453 | |
Amortization of debt discount | 526 | 9,048 | |
Stock-based compensation | 108,941 | ||
Common shares issued for services | |||
Expenses paid by shareholders | 42,743 | 33,894 | |
Write-off of fixed assets | |||
Changes in operating assets and liabilities: | |||
Prepaid expenses | 7,562 | 4,200 | |
Accounts receivable | |||
Accounts payable and accrued expenses | 15,887 | ||
Due to shareholders accrued interest | |||
Operating lease liabilities | (1,260) | (5,963) | |
Net cash used in operating activities | (3,926) | (10,277) | |
CASH FLOWS FROM INVESTING ACTIVITY | |||
Cash from merger with PDI (WA) | 605 | ||
Net cash provided by investing activities | 605 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Shareholder advances | |||
Shareholder capital contributions | 30,963 | 10,000 | |
Proceeds from sale of common stock | |||
Payments on short term loans | |||
Net cash provided by financing activities | 30,963 | 10,000 | |
NET INCREASE (DECREASE) IN CASH | 27,642 | (277) | |
Cash - beginning of period | 605 | ||
Cash - end of period | 27,642 | 605 | |
Non-cash transactions: | |||
Prepaid expenses paid by shareholders | 4,500 | ||
Acquisition of fixed assets paid by shareholders | 9,098 | ||
Acquisition of patent rights through capital contributions | 7,360 | 17,660 | |
Software development paid by shareholders | 223,200 | ||
Software development through use of deposit | 55,800 | ||
Refundable security deposit paid by shareholders | 2,000 | ||
Short-term debt paid by shareholders | 200,000 | ||
Expenses prepaid by shareholders | 20,000 | ||
Settlement of shareholders debt through share issuance | 25,000 | 646,512 | |
Subscription receivable for common stock | 4,000 | ||
Right-of-use asset addition under ASC | 30,607 | ||
Operating lease liability assumed under ASC | $ 30,607 |
THE COMPANY HISTORY AND NATURE
THE COMPANY HISTORY AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
THE COMPANY HISTORY AND NATURE OF OPERATIONS | Pelican Delivers, Inc. ("Pelican Delivers (NEVADA)" or the "Company") was incorporated on August 23, 2019 in the State of Nevada as a for-profit Company and established a calendar year end. The Company is a cannabis delivery software company (app and web). The Company's superior business model, IP and technology facilitates dynamic workflow of orders, real time lead generation for delivery drivers, escrow, release and transfer of funds and authentication of customer identity. It complies with state laws and is not violative of interstate commerce. The Company plans to deliver cannabis and cannabis related products to consumers or end-users in any state that possesses a recreational or medical program with licensing. The Company’s customers consist of both dispensaries, that subscribe to the Company’s platform to facilitate the distribution of cannabis products from their dispensaries to end-users, as well as drivers who provide delivery service to end-users. Revenue streams for Pelican consist of: Dispensary membership fees, transaction fees based upon the gross order amount, processing fees, and delivery fees. For pick-up orders there is also a customer pick up fee, in lieu of a delivery fee. The founders and executive management possess decades of experience and have operated in all verticals within the cannabis industry. On September 30, 2019, the Company entered into and executed a merger agreement with Pelican Delivers, Inc. (WASHINGTON), a Washington corporation. In exchange for the Pelican Delivers, Inc. (WASHINGTON) shares surrendered by its shareholders, Pelican Delivers, Inc. (NEVADA) issued and transferred to them an aggregate of 9,600,000 shares of restricted Pelican Delivers Inc. (NEVADA) common stock at a par value of $0.001. Upon effect of the merger agreement, the separate existence of Pelican Delivers, Inc. (WASHINGTON) ceased and Pelican Delivers, Inc. (NEVADA) succeeded, without other transfer, to all rights and properties of Pelican Delivers, Inc. (WASHINGTON) and is subject to all debts and liabilities of such corporation in the same manner as if the surviving corporation had incurred them. In addition, Pelican Delivers, Inc. (WASHINGTON) transferred "A System and Methods for Network-Implemented Cannabis Delivery" ("the patent") and related software rights owned by Pelican Delivers, Inc. (WASHINGTON) to Pelican Delivers, Inc. (NEVADA) as part of the effectuation of the merger. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | The Company accounts for going concern matters under the guidance of ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2020, the Company has incurred losses since inception, has not yet generated significant revenue from its operations, and will require additional funds to maintain its operations. In addition, the State of Washington Liquor/Cannabis Control Board recently issued violation notices to cannabis dispensaries informing them that the delivery of cannabis for financial consideration is prohibited under Washington State Law, and the use of the Company’s delivery service is a violation of their license. As a result, all unrelated dispensaries in the state of Washington have discontinued the use of the Company’s delivery service. Management plans to address this issue by having the Company’s related dispensaries file an administrative appeal of the prohibition, increasing lobbying efforts to clarify the law to allow for payment for delivery services within Washington State, and to quickly begin operations in other states which do not have a prohibition on paid cannabis delivery services. If this administrative position is followed by other states, the Company’s entire business plan related to its future growth and advancement as a cannabis delivery service could be substantially and severely impacted or even fail. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary debt or equity financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. However, no assurance can be given at this time that we will be able to achieve these objectives. The Company intends to finance operating costs over the next twelve months through continued financial support from its shareholders and a public capital raise. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | Interim Financial Statements The accompanying unaudited condensed financial statements have been prepared from the books and records of the Company and include all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and Rule 8-03 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. The interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2019, included in the Company’s registration statement on Form S-1/A filed with the SEC on July 29, 2020, from which the accompanying balance sheet as of December 31, 2019 was derived. Certain financial statement amounts may not add or agree due to rounding. The financial statements of the Company as of and for the three and nine months ended September 30, 2020 and for the period from August 23, 2019 to September 30, 2019 ("Successor Period") are labeled as "Successor." Prior to the merger, the financial statements of Pelican Delivers, Inc. (WASHINGTON) for the period from January 1, 2019 to August 22, 2019 ("2019 Predecessor Period") and July 1, 2019 to August 22, 2019 (“Third Quarter 2019 Predecessor Period”) are labeled as "Predecessor." Business combinations The Company accounted for the exchange of shares between Pelican Delivers, Inc. (NEVADA) and Pelican Delivers, Inc. (WASHINGTON), which occurred on September 30, 2019, pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805-50, Transactions between Entities under Common Control. When accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. If the receiving entity issues equity interests in the exchange, the equity interests issued are recorded at an amount equal to the carrying amount of the net assets transferred, even if the fair value of the equity interests issued is reliably determinable. The financial statements of the receiving entity shall report results of operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period in which common control was established. Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning of the period in which common control was established to the date the transfer is complete, and those of the combined operations from that date to the end of the period. Common control was established between these entities on August 23, 2019, the date of incorporation of the Pelican Delivers, Inc. (NEVADA), and therefore, this transaction was recorded as if the merger occurred on August 23, 2019 (the "Merger Date"). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Cash and cash equivalents Cash and cash equivalents include all highly liquid instruments with an original maturity of three months or less. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. On an ongoing basis, the Company reviews and evaluates its estimates and assumptions, including but not limited to, those that relate to deferred tax valuation allowance, stock-based compensation, accounts receivable reserves, and future cash flows associated with impairment testing for intangible and other long-lived assets. Actual results could differ from these good faith estimates and judgments. Fair value of financial instruments The carrying amounts reported in the balance sheets for cash and prepaid expenses, accounts payable and short-term debt approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2020. Fixed Assets Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the remaining term of the related lease or the estimated useful life of the asset. The useful lives are as follows: Computer equipment 3 years Office equipment 3 years Furniture and fixtures 5 years Maintenance and repairs will be charged to operations as incurred. Expenditures that substantially increase the useful lives of the related assets are capitalized. When fixed assets are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. Accounting for the impairment of long-lived assets The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the nine months ended September 30, 2020 and 2019, the Company did not impair any long-lived assets. Intangible Assets The Company capitalizes certain costs incurred with developing or obtaining internal-use software when both the preliminary project stage is completed and when management authorizes and commits to funding the project and it is probable that the project will be completed. Development and acquisition costs are capitalized when the focus of the software project is either to develop new software, to increase the life of existing software or to add significantly to the functionality of existing software. Capitalization ceases when the software project is substantially complete and ready for its intended use. Capitalized software costs are included in intangible assets in the balance sheet and are amortized using the straight-line method over the estimated useful lives of the software which is estimated to be five years. The Company also capitalizes the costs of purchased and internally developed patents. Capitalized patent costs are amortized on a straight-line basis over the shorter of the remaining patent term or useful life of the patent which has been estimated to be five years. Costs of patents included on the condensed balance sheet at September 30, 2020 and December 31, 2019 represent legal costs. If a patent application is denied, the costs will be expensed. Costs that do not meet capitalization criteria are expensed as incurred. Revenue recognition The Company accounts for revenue under FASB ASC Topic 606, Revenue from Contracts with Customers In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied. Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we are entitled to in exchange for those promised goods or services (the "transaction price"). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that when the uncertainties with respect to the amount are resolved a significant reversal in the amount of cumulative revenue recognized will not occur. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. The Company enters into agreements with dispensaries and drivers to use its platform, which defines the fees to be charged for each service. Upon acceptance of a transaction, the dispensary and driver agree to perform the services as requested by an end-user. The acceptance of a transaction request combined with the agreement establishes enforceable rights and obligations for each transaction. A contract exists between the Company and the dispensary and driver after the dispensary and drivers accept a transaction request and the dispensary’s and driver’s ability to cancel the transaction lapses. End-users access the platforms for free and the Company has no performance obligation to end-users. As a result, end-users are not the Company's customers. The Company has the following four service fees to generate revenues through connecting the contracting buyers, sellers, and delivery persons: Dispensary Membership Fee The Company will earn and revenue is derived from a fixed monthly fee from dispensaries for access to, and placement of their products on, the Company's interactive website and mobile application platform. Revenue will be recognized over time and ratably over the term of the contract. Any amounts paid in advance of our ability to recognize revenue are deferred. Promotions and discounts may be available on membership fees. The Company records the cost of these promotions as a reduction of revenue at the time the product is delivered. Sales Transaction Fee The Company will retain a percentage of each gross order amount processed through the Company's service site. The sales transaction fee will be recorded when the driver picks up the order from the dispensary. Transaction Processing Fee The Company will earn a fixed fee for processing for each delivery set up and made through the Company's service site and for each scheduled pick-up of a product by a customer from one of the dispensaries in the network. The transaction processing fee will be recorded at the point in time in which driver or the customer picks up the order. Delivery Fee The Company will also earn a percentage of the delivery fees earned by drivers for each transaction. The Company derives its delivery revenue primarily from service fees paid by end-users for delivery services on successfully completed orders via the Company’s application. The revenue for these services is based on the amount charged to the end-user. The delivery fee will be recorded at the point in time in which the end-user obtains control over the promised good through delivery and the transaction is executed. Promotions and discounts may be available on delivery services. The Company records the cost of these promotions as a reduction of revenue at the time the product is delivered. The Company’s activities satisfy the performance obligations on delivery transactions and pick up transactions, which is to connect drivers and dispensaries with end-users, when the product is picked up from the dispensary for sales and transaction processing fees. The delivery portion of the obligation is completed when the goods are delivered to the customer. The performance obligation for the dispensary membership fees is satisfied when a dispensary is set-up on the Company’s platform and the Company provides access to products on the web site. Judgment is required in determining whether the Company is a principal or agent in transactions with dispensaries, drivers and end-user customer. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the service provided to the end-user and is the principal (i.e. "gross"), or the Company arranges for other parties to provide the service to the end-user and is an agent (i.e. "net"). For dispensaries and delivery transactions, the Company's role is to provide the service to dispensaries and drivers to facilitate a successful delivery service to end-users. The Company concluded it does not control the good or service provided by dispensaries and drivers to end-users as (i) the Company does not pre-purchase or otherwise obtain control of the products and drivers goods or services prior to its transfer to the end-user; and (ii) the Company does not direct dispensaries and drivers to perform the service on the Company’s behalf, and dispensaries and drivers have the sole ability to decline a transaction request. As part of the Company's evaluation of control, the Company reviews other specific indicators to assist in the principal versus agent conclusions. The Company is not primarily responsible for dispensaries and driver services provided to end-users, nor does it have inventory risk related to these services. Therefore, the Company acts as an agent by connecting end-users seeking delivery services with drivers and dispensaries looking to provide these services. Dispensaries and drivers are the Company's customers and pay the Company for each successfully completed transaction with end-users. The Company's obligation in the transactions are satisfied upon completion by drivers and dispensaries of a transaction. In the transactions with end-users, the Company acts as an agent by connecting end-users seeking product and delivery services with dispensaries and drivers looking to provide these services. Accordingly, the Company recognizes revenue on a net basis for delivery services and sales transaction fees, representing the fee the Company expects to receive in exchange for the Company providing the service to dispensaries and drivers. The Company records refunds to end-users that it recovers from dispensaries as a reduction to revenue. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents uncollected payments from end-users for completed transactions where the payment method is credit card and includes (a) end-user amounts not yet settled with payment service providers, and (b) end-user amounts settled by payment service providers but not yet remitted to the Company. Cost of Revenue Cost of revenue primarily consists of additional payments to drivers which are paid as incentives to the drivers. Advertising and Marketing Advertising and marketing expenses primarily consist of social media and web-based advertisements. The Company expenses advertising and other promotional expenditures as incurred. Income taxes The Company accounts for income taxes under ASC 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05 (the "Subtopic"). The Subtopic clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and certain recognition thresholds must be met before a tax position is recognized. An entity may only recognize or continue to recognize tax positions that meet a “more likely-than-not” threshold. As of September 30, 2020, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. Leases The Company accounts for leases under ASU 2016-02, Leases (Topic 842), as amended ("ASC 842"). The standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases. Stock-based compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation Compensation – Stock Compensation Improvements to Nonemployee Share-Based Payment Accounting, Per share data ASC Topic 260 Earnings per Share Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period including common shares to be issued to service providers that were vested as of the balance sheet date and not subject to forfeiture based on performance or other conditions. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the three and nine months ended September 30, 2020, the Company had 150,000 (weighted average) of stock options, which were not included in the earnings per share calculation because they were anti-dilutive. Recently issued accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, |
MERGER AND RELATED MATTERS
MERGER AND RELATED MATTERS | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
MERGER AND RELATED MATTERS | On September 30, 2019, the Company entered into and executed a merger with Pelican Delivers, Inc. (WASHINGTON), a Washington corporation. In exchange for the Pelican Delivers, Inc. (WASHINGTON) shares surrendered by its shareholders, Pelican Delivers, Inc. (NEVADA) issued and transferred to them an aggregate of 9,600,000 shares of restricted Pelican Delivers Inc. (NEVADA) common stock at a par value of $0.001. The Company recorded the acquisition of the net assets of Pelican Delivers, Inc. (WASHINGTON) at their carrying amounts on the Merger Date. The following table summarizes the final assets acquired and liabilities assumed that were recorded: August 23, 2019 Cash $ 605 Prepaid expenses 15,800 Fixed assets, net 9,377 Intangible assets 662,587 Operating lease right-of-use asset 24,644 Security deposit 2,000 Total assets acquired $ 715,013 Operating lease liability - current portion $ 15,992 Short-term debt, net of discount 78,912 Operating lease liability - net of current portion 8,652 Total liabilities assumed 103,556 Net assets acquired $ 611,457 The following table presents the unaudited pro forma information for the three and nine months ended September 30, 2019, which combines the activity for the 2019 Predecessor Period and the Third Quarter 2019 Predecessor Period with the Successor Period as though the companies were a single entity. No pro forma adjustments were necessary in the below table. For the Three For the Nine (unaudited) (unaudited) Total Revenue $ 1,189 $ 1,189 Net Loss $ (220,172 ) $ (248,933 ) |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | Sources of Revenue We have identified the following revenues disaggregated by revenue source: Monthly membership revenue – Monthly fee paid by dispensaries for access to, and placement of their products on, the Company's interactive website and mobile application. Order fee revenue – Delivery fee and related fees include fees for delivery, the sales transaction fee and transaction processing fees. The following tables present the Company’s revenues disaggregated by revenue source. For the Three For the nine August 23, 2019 - July 1, 2019 – August 22, 2019 January 1, 2019 – August 22, 2019 (Successor) (Successor) (Successor) (Predecessor) (Predecessor) REVENUE Monthly membership revenue $ — $ 11,971 $ — — — Order fee revenue 7,523 13,326 — — — Monthly membership revenue – related party 3,960 9,930 1,000 — — Order fee revenue - related parties 6,813 14,808 189 — — Total revenue $ 18,296 $ 50,035 $ 1,189 — — Contract Balances The Company’s contract assets for performance obligations satisfied prior to payment or contract liabilities for consideration collected prior to satisfying the performance obligations are not material. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Fixed assets as of September 30, 2020 and December 31, 2019, are as follows: September 30, December 31, Computer equipment $ 3,737 $ 3,738 Furniture and fixtures 1,818 3,514 Office equipment 2,579 2,579 Accumulated depreciation (2,989 ) (1,770 ) Total $ 5,145 $ 8,061 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | Intangible assets as of September 30, 2020 and December 31, 2019, are summarized as follows: Useful lives September 30, 2020 December 31, 2019 Amortizable intangible assets: Software assets 5 $ 644,927 $ 644,927 Patent 5 25,020 25,020 Amortizable intangible assets 669,947 669,947 Less accumulated amortization (145,155 ) (44,663 ) Total intangible assets, net $ 524,792 $ 625,284 Estimated amortization expense for each of the next five years is as follows: Years ended December 31, 2020 – remaining three months $ 33,498 2021 133,989 2022 133,989 2023 133,989 2024 89,327 Total $ 524,792 The software assets and patent were acquired through the merger with Pelican Delivers, Inc. (WASHINGTON). The software assets were originally acquired from a third-party on October 29, 2018 in the amount of $365,927, and further developed through a software development agreement totaling $279,000. The patent acquired consists of capitalized legal costs incurred in developing and obtaining the patent and totals $25,020. |
DUE TO SHAREHOLDERS
DUE TO SHAREHOLDERS | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
DUE TO SHAREHOLDERS | The Company has not yet established firm arrangements for financing and to date has been financed by the shareholders. The shareholders, or companies they control, have paid for various expenses and liabilities of the Company and all amounts have been recorded as due to shareholders. During the 2019 Predecessor Period, the shareholders paid $200,000 toward the settlement of short-term debt of the Company, $223,200 for software development, $9,098 for the acquisition of fixed assets, $2,000 for a security deposit, $20,000 for prepaid expenses and $33,894 for expenses for the Company. On September 20, 2019, Pelican Delivers, Inc. (WASHINGTON) entered into an agreement with the shareholders in which Pelican Delivers, Inc. (WASHINGTON) would issue a total of 96 shares to the shareholders in satisfaction of the amounts owed to them, totaling $646,512, as well as for the shareholders' rights to a patent with costs of $17,660 (the “Settlement Agreement”). This transaction was recorded as of August 22, 2019, immediately before the Merger Date. During the Successor Period from August 22, 2019 to September 30, 2019, the shareholders also paid $25,000 toward the settlement of short-term debt of the Company, $7,360 for patent costs, $4,500 for prepaid expenses, $42,743 for expenses for the Company and advances to the Company $30,962. These amounts totaled $110,565 and were accounted for as capital contributions in the Successor Period pursuant to the September 20, 2019 Settlement Agreement described above. During the nine months ended September 30, 2020, the shareholders advanced $311,077, paid $3,021 for prepaid expenses and paid $40,348 of expenses for the Company for general operating expenses. As of September 30, 2020, $5,501 of interest has been accrued on the advances and included in due to shareholders. Interest expense of $2,008 and $3,493 for the three and nine months ended September 30, 2020 is included in interest expense on the condensed statements of operations. The interest expense was recorded at rates of 1.3% to 2.8%. As of September 30, 2020, there was a balance due to shareholders of $643,362, including $5,501 of accrued interest. On April 1, 2020, the Company and the shareholders entered into a revolving credit promissory note in the amount of $355,601. The note balance accrues interest at the federal funds rate per annum and the total balance, including accrued interest is due in full on March 31, 2022. The note also allows for additional funds to be provided at the Company's request and such additional amounts are added to the balance due and will accrue interest as of the beginning of the month such funds are provided. Any additional amounts are due and payable with accrued interest on the due date of March 31, 2022. As of September 30, 2020, the balance due is $643,362, resulting from an additional $282,260 provided by the shareholders and accrued interest of $5,501. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | During the Successor Period ended September 30, 2019, the Company recorded $1,189 of revenue from related parties, which was earned from transactions processed through the Company's software program. During the three months and nine months ended September 30, 2020, the Company recorded $10,773 and $24,738 of revenue, respectively from related parties, which was earned from transactions processed through the Company's software program. During the three months and nine months ended September 30, 2020, the Company paid $0 and $7,090, respectively to George Comeau, a related party, for consulting services which was recorded in legal and professional fees. As more fully described in Note 11, the Company issued, during February 2020, a stock grant of 60,000 shares for outsourced accounting and financial reporting services being rendered by Shine Management, whose chief financial officer also serves as the chief accounting officer of the Company beginning February 2020. The shares were ultimately issued to Shine Innovations Investments, LLC, of which, Debra Hoopes, CFO, is a member. The Company is amortizing the $642 grant date fair value over the term of the service agreement. The Company amortized $276 and $642 for the three and nine months ended September 30, 2020, respectively, and the expense is included in Legal and Professional services in the condensed statements of operations with an equal amount credited to additional paid in capital. During the three and nine months ended September 30, 2020, the Company incurred $23,004 and $95,162 respectively, for outsourced accounting services to Shine Management which was recorded in legal and professional fees. On September 30, 2019, the Company entered into a subscription agreement with David Baker for 2,400,000 shares of common stock to be issued at par value of $0.001, for a subscription of $2,400 and calculated total fair value of $67,494. The fair value of the stock was based on management's estimate of the value of the Company using an asset approach as of September 30, 2019, less certain discounts based on the terms and nature of the common stock. On September 30, 2019, David Baker was also appointed as a director of the Company. The Company entered into an advisory agreement with David Baker, Managing Member, Mercadyne Advisors LLC (the "Advisor"), on July 10, 2019 whereby the Advisor will provide various services in preparation for a going public transaction. As compensation for these services, the Advisor received the subscription agreement discussed above. If the Company cancels the transaction or the advisory agreement, the Company agrees to pay the Advisor an exit fee of $50,000. Mr. Baker resigned from his positions as an officer and director of the Company on August 10, 2020. At that time, Mr. Baker’s employment agreement, but not his advisory agreement with the Company was terminated through his resignation. Subsequently, on August 24, 2020, the Company entered into a separate Consulting Agreement with Mr. Baker on substantially the same terms as his recently terminated employment agreement. On September 30, 2019, the Company entered into a subscription agreement with Vadim Tarasov, the CTO of the Company, for 800,000 shares of common stock to be issued at par value of $0.001, for a subscription of $800 and calculated total fair value of $22,498. The fair value of the stock was based on management's estimate of the value of the Company using an asset approach as of September 30, 2019, less certain discounts based on the terms and nature of the common stock. The Company also established an ongoing software development arrangement with a company for which Mr. Tarasov is the chief executive officer. During the three months ended September 30, 2020 and the Successor Period, the Company incurred and paid $30,300 and $25,000 respectively, for software development to such company. During the nine months ended September 30, 2020, the Company incurred and paid $120,300 for software development to such company. During the Third Quarter 2019 Predecessor Period and the 2019 Predecessor Period, the Company incurred and paid $0. Executive Compensation We presently have a contingent written employment agreement with each of our current officers to act in their specific individual capacity for a period of three years commencing on the first day of the month following the date when a minimum of $750,000 is raised in this offering. The registration statement for the offering was effective on August 7, 2020 and as of September 30, 2020, the $750,000 threshold has not been reached. Officers under these agreements are paid between $80,000 and $190,000, and these agreements are terminable only for willful misconduct. Prior to meeting this minimum amount of funding, these agreements do not become effective and there is no binding obligation on the Company or Executive Employee. Our Board of Directors (the “Board”) has, in addition, agreed to compensate our non-officer Board member for their services following this financing, if successful. Non-officer directors are expected to be paid $10,000 per month for attendance at the nine (9) planned Board meetings during the year (a total of $120,000), 50% in cash and 50% in common stock valued at the date of the grant. Further compensation methods are being developed for approval and implementation by our Board and may be implemented once funding is obtained. No directors fees have been incurred as of September 30, 2020. |
SHORT-TERM DEBT, NET
SHORT-TERM DEBT, NET | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
SHORT-TERM DEBT, NET | On October 29, 2018, the Company entered into an asset purchase and sale agreement with a third-party for the purchase of software assets. The total purchase price for the software assets was $380,000, which consisted of an initial deposit and monthly installments. As of September 30, 2019, the Company has paid a total of $325,000, and the remaining $55,000 was paid by November 15, 2019. On the date of acquisition, the Company recorded the short-term debt at its present value and recorded a discount on the debt of $14,073. The related software assets were recorded at $365,927. The short term debt was paid in full and the balance as of December 31, 2019 was $0. During the Successor Period, amortization of the debt discount amounted to $526. During the period Third Quarter 2019 Predecessor Period amortization of debt discount amounted to $1,537. During the 2019 Predecessor Period amortization of debt discount amounted to $9,048. These amounts were recorded as interest expense. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS EQUITY | Authorized shares The Company is authorized to issue 90,000,000 shares of common stock at par value of $0.001 and 10,000,000 shares of preferred stock at par value of $0.001. Preferred Stock The Company’s Board of Directors is authorized to issue, at any time, without further stockholder approval, up to 10 million shares of preferred stock. The Board of Directors has the authority to fix and determine the voting rights, rights of redemption and other rights and preferences of preferred stock. Common stock issued On September 30, 2019, the Company entered and executed a merger with Pelican Delivers, Inc. (WASHINGTON), a Washington corporation. In exchange for the Pelican Delivers, Inc. (WASHINGTON) shares surrendered by its shareholders, Pelican Delivers, Inc. (NEVADA) issued and transferred to them an aggregate of 9,600,000 shares of restricted Pelican Delivers Inc. (NEVADA) common stock at a par value of $0.001. This share exchange was recorded on the Merger Date. On September 30, 2019, the Company entered into three separate subscription agreements for services rendered to issue a total of 4,000,000 shares of common stock, for a subscription amount of $4,000. Two of the subscription agreements were with related parties (see Note 10). The Company valued the shares issued based on the provisions of ASC 718, and management’s estimate of the value of the Company using an asset approach as of September 30, 2019, less certain discounts based on the terms and nature of the common stock. As of December 31, 2019, the stock subscriptions were paid and the 4,000,000 shares were issued. On February 25, 2020, the Company issued a stock grant of 60,000 shares to an affiliate of Shine Management for services to be rendered through September 30, 2020. The stock was issued to Shine Innovations Investments, LLC, of which our CFO is a member. The Company valued the shares issued based on the provisions of ASC 718, and management’s estimate of the value of the Company using an asset approach as of February 25, 2020, less certain discounts based on the terms and nature of the common stock. The estimated fair value of the shares was $642 and the Company is recording the expense in legal and professional fees over the 7 month vesting period. During the nine months ended September 30, 2020 13,000 shares were issued pursuant to subscription agreements for a total of $13,000. As of September 30, 2020, $6,000 remains outstanding and is recorded as subscriptions receivable. Stock Options On October 1, 2019, the Company issued 150,000 stock option awards for services rendered. These options had an exercise price of $0.10 and vested immediately upon issue and were expensed in full in 2019 on the issue date. Stock options outstanding at September 30, 2020 and December 31, 2019 were 150,000 and 0, respectively. No other stock options were granted during the nine months ending September 30, 2020 and 2019. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | The Company has an operating lease for the corporate office. The term of the lease agreement is for a period of 24 months, commencing on March 1, 2019 and terminating on February 28, 2021, which includes an option to extend the lease for two years. The lease contains fixed base rent payments over the term of the lease and additional rent payments for operating costs that are estimated and adjusted for each year of the lease. The Company's analysis of the right-of-use asset and the lease liability assumed that the Company would not extend its lease and excluded the additional rent payments as they were determined to be variable payments and were therefore recorded as lease costs when incurred. The components of lease expense recorded as rent expense in the condensed statements of operations are as follows: For the Three For the Nine August 23, 2019 – September 30, 2019 June 30, 2019 – August 22, 2019 January 1, 2019 – August 22, 2019 (Successor) (Successor) (Successor) (Predecessor) (Predecessor) Operating lease cost $ 6,873 $ 20,619 $ 2,291 $ 4,582 $ 13, 746 Supplemental cash flow information related to the lease is as follows: For the Nine For the Nine (Successor) (Predecessor) Right-of-use asset obtained in exchange for lease liability: Operating leases $ — $ 30,607 Cash paid for amounts included in the measurement of operating lease liability: $ 20,619 $ 16,037 Supplemental balance sheet information related to the lease is as follows: As of September 30, 2020 (Successor) Operating Leases Operating lease right-of-use asset $ 7,235 Operating lease liability - current portion $ 7,235 Operating lease liability - net of current portion — Total operating lease liability $ 7,235 Remaining lease term Operating leases 5 months Discount rate Operating leases 8.50 % Maturities of the operating lease liability were as follows for the twelve months ending: December 31, 2020 (remaining three months) $ 4,434 December 31, 2021 2,956 Total future lease payments 7,390 Less: imputed interest (155 ) Total operating lease maturities 7,235 Less current portion of operating lease liability (7,235 ) Total long-term portion of operating lease liability $ - |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company recorded no income tax expense for the three and nine months ended September 30, 2020 and 2019 because the estimated annual effective tax rate was zero. As of September 30, 2020, and 2019, the Company continues to provide a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | During October 2020, 57,500 additional shares were issued pursuant to subscription agreements for $57,500. Effective November 1, 2020, the Company entered into an agreement with Catalyst IR to provide investor relations services for one year for total fees of $60,000 and stock awards of 160,000 shares of common stock. 20,000 shares of the stock awards vested immediately and the remaining 140,000 shares vest pro rata over the 12 month term of the agreement. Management has evaluated subsequent events through the date of filing. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | The accompanying unaudited condensed financial statements have been prepared from the books and records of the Company and include all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and Rule 8-03 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. The interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended December 31, 2019, included in the Company’s registration statement on Form S-1/A filed with the SEC on July 29, 2020, from which the accompanying balance sheet as of December 31, 2019 was derived. Certain financial statement amounts may not add or agree due to rounding. The financial statements of the Company as of and for the three and nine months ended September 30, 2020 and for the period from August 23, 2019 to September 30, 2019 ("Successor Period") are labeled as "Successor." Prior to the merger, the financial statements of Pelican Delivers, Inc. (WASHINGTON) for the period from January 1, 2019 to August 22, 2019 ("2019 Predecessor Period") and July 1, 2019 to August 22, 2019 (“Third Quarter 2019 Predecessor Period”) are labeled as "Predecessor." |
Business combinations | The Company accounted for the exchange of shares between Pelican Delivers, Inc. (NEVADA) and Pelican Delivers, Inc. (WASHINGTON), which occurred on September 30, 2019, pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805-50, Transactions between Entities under Common Control. When accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer. If the receiving entity issues equity interests in the exchange, the equity interests issued are recorded at an amount equal to the carrying amount of the net assets transferred, even if the fair value of the equity interests issued is reliably determinable. The financial statements of the receiving entity shall report results of operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period in which common control was established. Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning of the period in which common control was established to the date the transfer is complete, and those of the combined operations from that date to the end of the period. Common control was established between these entities on August 23, 2019, the date of incorporation of the Pelican Delivers, Inc. (NEVADA), and therefore, this transaction was recorded as if the merger occurred on August 23, 2019 (the "Merger Date"). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents include all highly liquid instruments with an original maturity of three months or less. |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. On an ongoing basis, the Company reviews and evaluates its estimates and assumptions, including but not limited to, those that relate to deferred tax valuation allowance, stock-based compensation, accounts receivable reserves, and future cash flows associated with impairment testing for intangible and other long-lived assets. Actual results could differ from these good faith estimates and judgments. |
Fair value of financial instruments | The carrying amounts reported in the balance sheets for cash and prepaid expenses, accounts payable and short-term debt approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of September 30, 2020. |
Fixed Assets | Fixed assets are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the remaining term of the related lease or the estimated useful life of the asset. The useful lives are as follows: Computer equipment 3 years Office equipment 3 years Furniture and fixtures 5 years Maintenance and repairs will be charged to operations as incurred. Expenditures that substantially increase the useful lives of the related assets are capitalized. When fixed assets are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. |
Accounting for the impairment of long-lived assets | The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the nine months ended September 30, 2020 and 2019, the Company did not impair any long-lived assets. |
Intangible Assets | The Company capitalizes certain costs incurred with developing or obtaining internal-use software when both the preliminary project stage is completed and when management authorizes and commits to funding the project and it is probable that the project will be completed. Development and acquisition costs are capitalized when the focus of the software project is either to develop new software, to increase the life of existing software or to add significantly to the functionality of existing software. Capitalization ceases when the software project is substantially complete and ready for its intended use. Capitalized software costs are included in intangible assets in the balance sheet and are amortized using the straight-line method over the estimated useful lives of the software which is estimated to be five years. The Company also capitalizes the costs of purchased and internally developed patents. Capitalized patent costs are amortized on a straight-line basis over the shorter of the remaining patent term or useful life of the patent which has been estimated to be five years. Costs of patents included on the condensed balance sheet at September 30, 2020 and December 31, 2019 represent legal costs. If a patent application is denied, the costs will be expensed. Costs that do not meet capitalization criteria are expensed as incurred. |
Revenue recognition | The Company accounts for revenue under FASB ASC Topic 606, Revenue from Contracts with Customers In general, the Company applies the following steps when recognizing revenue from contracts with customers: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when a performance obligation is satisfied. Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration we are entitled to in exchange for those promised goods or services (the "transaction price"). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that when the uncertainties with respect to the amount are resolved a significant reversal in the amount of cumulative revenue recognized will not occur. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. The Company enters into agreements with dispensaries and drivers to use its platform, which defines the fees to be charged for each service. Upon acceptance of a transaction, the dispensary and driver agree to perform the services as requested by an end-user. The acceptance of a transaction request combined with the agreement establishes enforceable rights and obligations for each transaction. A contract exists between the Company and the dispensary and driver after the dispensary and drivers accept a transaction request and the dispensary’s and driver’s ability to cancel the transaction lapses. End-users access the platforms for free and the Company has no performance obligation to end-users. As a result, end-users are not the Company's customers. The Company has the following four service fees to generate revenues through connecting the contracting buyers, sellers, and delivery persons: Dispensary Membership Fee The Company will earn and revenue is derived from a fixed monthly fee from dispensaries for access to, and placement of their products on, the Company's interactive website and mobile application platform. Revenue will be recognized over time and ratably over the term of the contract. Any amounts paid in advance of our ability to recognize revenue are deferred. Promotions and discounts may be available on membership fees. The Company records the cost of these promotions as a reduction of revenue at the time the product is delivered. Sales Transaction Fee The Company will retain a percentage of each gross order amount processed through the Company's service site. The sales transaction fee will be recorded when the driver picks up the order from the dispensary. Transaction Processing Fee The Company will earn a fixed fee for processing for each delivery set up and made through the Company's service site and for each scheduled pick-up of a product by a customer from one of the dispensaries in the network. The transaction processing fee will be recorded at the point in time in which driver or the customer picks up the order. Delivery Fee The Company will also earn a percentage of the delivery fees earned by drivers for each transaction. The Company derives its delivery revenue primarily from service fees paid by end-users for delivery services on successfully completed orders via the Company’s application. The revenue for these services is based on the amount charged to the end-user. The delivery fee will be recorded at the point in time in which the end-user obtains control over the promised good through delivery and the transaction is executed. Promotions and discounts may be available on delivery services. The Company records the cost of these promotions as a reduction of revenue at the time the product is delivered. The Company’s activities satisfy the performance obligations on delivery transactions and pick up transactions, which is to connect drivers and dispensaries with end-users, when the product is picked up from the dispensary for sales and transaction processing fees. The delivery portion of the obligation is completed when the goods are delivered to the customer. The performance obligation for the dispensary membership fees is satisfied when a dispensary is set-up on the Company’s platform and the Company provides access to products on the web site. Judgment is required in determining whether the Company is a principal or agent in transactions with dispensaries, drivers and end-user customer. The Company evaluates the presentation of revenue on a gross or net basis based on whether it controls the service provided to the end-user and is the principal (i.e. "gross"), or the Company arranges for other parties to provide the service to the end-user and is an agent (i.e. "net"). For dispensaries and delivery transactions, the Company's role is to provide the service to dispensaries and drivers to facilitate a successful delivery service to end-users. The Company concluded it does not control the good or service provided by dispensaries and drivers to end-users as (i) the Company does not pre-purchase or otherwise obtain control of the products and drivers goods or services prior to its transfer to the end-user; and (ii) the Company does not direct dispensaries and drivers to perform the service on the Company’s behalf, and dispensaries and drivers have the sole ability to decline a transaction request. As part of the Company's evaluation of control, the Company reviews other specific indicators to assist in the principal versus agent conclusions. The Company is not primarily responsible for dispensaries and driver services provided to end-users, nor does it have inventory risk related to these services. Therefore, the Company acts as an agent by connecting end-users seeking delivery services with drivers and dispensaries looking to provide these services. Dispensaries and drivers are the Company's customers and pay the Company for each successfully completed transaction with end-users. The Company's obligation in the transactions are satisfied upon completion by drivers and dispensaries of a transaction. In the transactions with end-users, the Company acts as an agent by connecting end-users seeking product and delivery services with dispensaries and drivers looking to provide these services. Accordingly, the Company recognizes revenue on a net basis for delivery services and sales transaction fees, representing the fee the Company expects to receive in exchange for the Company providing the service to dispensaries and drivers. The Company records refunds to end-users that it recovers from dispensaries as a reduction to revenue. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable represents uncollected payments from end-users for completed transactions where the payment method is credit card and includes (a) end-user amounts not yet settled with payment service providers, and (b) end-user amounts settled by payment service providers but not yet remitted to the Company. |
Cost of Revenue | Cost of revenue primarily consists of additional payments to drivers which are paid as incentives to the drivers. |
Advertising and Marketing | Advertising and marketing expenses primarily consist of social media and web-based advertisements. The Company expenses advertising and other promotional expenditures as incurred. |
Income taxes | The Company accounts for income taxes under ASC 740, Income Taxes The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05 (the "Subtopic"). The Subtopic clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and certain recognition thresholds must be met before a tax position is recognized. An entity may only recognize or continue to recognize tax positions that meet a “more likely-than-not” threshold. As of September 30, 2020, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. |
Leases | The Company accounts for leases under ASU 2016-02, Leases (Topic 842), as amended ("ASC 842"). The standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases. |
Stock-based compensation | The Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation Compensation – Stock Compensation Improvements to Nonemployee Share-Based Payment Accounting, |
Per share data | ASC Topic 260 Earnings per Share Basic net earnings per share are computed by dividing net earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period including common shares to be issued to service providers that were vested as of the balance sheet date and not subject to forfeiture based on performance or other conditions. Diluted net earnings per share is computed by dividing net earnings applicable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the three and nine months ended September 30, 2020, the Company had 150,000 (weighted average) of stock options, which were not included in the earnings per share calculation because they were anti-dilutive. |
Recently issued accounting pronouncements | In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of Disaggregation of Revenue | For the Three For the nine August 23, 2019 - July 1, 2019 – August 22, 2019 January 1, 2019 – August 22, 2019 (Successor) (Successor) (Successor) (Predecessor) (Predecessor) REVENUE Monthly membership revenue $ — $ 11,971 $ — — — Order fee revenue 7,523 13,326 — — — Monthly membership revenue – related party 3,960 9,930 1,000 — — Order fee revenue - related parties 6,813 14,808 189 — — Total revenue $ 18,296 $ 50,035 $ 1,189 — — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | September 30, December 31, Computer equipment $ 3,737 $ 3,738 Furniture and fixtures 1,818 3,514 Office equipment 2,579 2,579 Accumulated depreciation (2,989 ) (1,770 ) Total $ 5,145 $ 8,061 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Useful lives September 30, 2020 December 31, 2019 Amortizable intangible assets: Software assets 5 $ 644,927 $ 644,927 Patent 5 25,020 25,020 Amortizable intangible assets 669,947 669,947 Less accumulated amortization (145,155 ) (44,663 ) Total intangible assets, net $ 524,792 $ 625,284 |
Schedule of Amortization Expense | Years ended December 31, 2020 – remaining three months $ 33,498 2021 133,989 2022 133,989 2023 133,989 2024 89,327 Total $ 524,792 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Lease Expense | For the Three For the Nine August 23, 2019 – September 30, 2019 June 30, 2019 – August 22, 2019 January 1, 2019 – August 22, 2019 (Successor) (Successor) (Successor) (Predecessor) (Predecessor) Operating lease cost $ 6,873 $ 20,619 $ 2,291 $ 4,582 $ 13, 746 |
Schedule of Supplemental Cash Flow | For the Nine For the Nine (Successor) (Predecessor) Right-of-use asset obtained in exchange for lease liability: Operating leases $ — $ 30,607 Cash paid for amounts included in the measurement of operating lease liability: $ 20,619 $ 16,037 |
Schedule of Supplemental Balance Sheet | As of September 30, 2020 (Successor) Operating Leases Operating lease right-of-use asset $ 7,235 Operating lease liability - current portion $ 7,235 Operating lease liability - net of current portion — Total operating lease liability $ 7,235 Remaining lease term Operating leases 5 months Discount rate Operating leases 8.50 % |
Schedule of Opearting Lease Liability | December 31, 2020 (remaining three months) $ 4,434 December 31, 2021 2,956 Total future lease payments 7,390 Less: imputed interest (155 ) Total operating lease maturities 7,235 Less current portion of operating lease liability (7,235 ) Total long-term portion of operating lease liability $ - |
MERGER AND RELATED MATTERS (Tab
MERGER AND RELATED MATTERS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule Of Assets Acquired And Liabilities Assumed | August 23, 2019 Cash $ 605 Prepaid expenses 15,800 Fixed assets, net 9,377 Intangible assets 662,587 Operating lease right-of-use asset 24,644 Security deposit 2,000 Total assets acquired $ 715,013 Operating lease liability - current portion $ 15,992 Short-term debt, net of discount 78,912 Operating lease liability - net of current portion 8,652 Total liabilities assumed 103,556 Net assets acquired $ 611,457 |
Unaudited Pro Forma Information | For the Three For the Nine (unaudited) (unaudited) Total Revenue $ 1,189 $ 1,189 Net Loss $ (220,172 ) $ (248,933 ) |
THE COMPANY HISTORY AND NATUR_2
THE COMPANY HISTORY AND NATURE OF OPERATIONS (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Date of Inception | Aug. 23, 2019 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Merger Agmt | ||
Date of Agreement | Sep. 30, 2019 | |
Common Stock, Shares Issued | 9,600,000 | |
Common Stock, Par Value | $ 0.001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Anti-dilutive stock options | 150,000 | 150,000 |
MERGER AND RELATED MATTERS - Sc
MERGER AND RELATED MATTERS - Schedule Of Assets Acquired And Liabilities Assumed (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 23, 2019 | Dec. 31, 2018 |
Cash | $ 16,285 | $ 51,970 | $ 882 | |
Prepaid expenses | 6,148 | |||
FIXED ASSETS, NET | 5,145 | 8,061 | ||
Intangible assets, net | 524,792 | 625,284 | ||
Operating lease right-of-use asset | 7,235 | 19,549 | ||
Security deposit | 2,000 | 2,000 | ||
TOTAL ASSETS | 567,605 | 707,338 | ||
Operating lease liability current portion | 7,235 | 16,624 | ||
Operating lease liability net of current portion | 2,925 | |||
TOTAL LIABILITIES | $ 869,771 | $ 315,634 | ||
Successor | ||||
Cash | $ 605 | |||
Prepaid expenses | 15,800 | |||
FIXED ASSETS, NET | 9,377 | |||
Intangible assets, net | 662,587 | |||
Operating lease right-of-use asset | 24,644 | |||
Security deposit | 2,000 | |||
TOTAL ASSETS | 715,013 | |||
Operating lease liability current portion | 15,992 | |||
Short-term debt, net of discount | 78,912 | |||
Operating lease liability net of current portion | 8,652 | |||
Total liabilities assumed | 103,556 | |||
TOTAL LIABILITIES | $ 611,457 |
MERGER AND RELATED MATTERS - Un
MERGER AND RELATED MATTERS - Unaudited Pro Forma Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | |
Total revenue | $ 18,296 | $ 50,035 | ||||||
NET LOSS | $ (191,061) | $ (29,111) | (224,888) | $ (242,952) | $ (239,673) | $ (19,543) | $ (9,218) | 707,513 |
Unaudited Pro Forma | ||||||||
Total revenue | 1,189 | 1,189 | ||||||
NET LOSS | $ (220,172) | $ (248,933) |
MERGER AND RELATED MATTERS (Det
MERGER AND RELATED MATTERS (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Merger Agmt | ||
Date of Agreement | Sep. 30, 2019 | |
Shares Issued, exchange, shares | 9,600,000 | |
Common Stock, Par Value | $ 0.001 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Aug. 22, 2019 | Sep. 30, 2020 | |
REVENUE | |||||
Monthly membership revenue | $ 11,971 | ||||
Order fee revenue | 7,523 | 13,326 | |||
Monthly membership revenue related party | 3,960 | 9,930 | |||
Order fee revenue - related parties | 6,813 | 14,808 | |||
Revenue | $ 18,296 | $ 50,035 | |||
Successor | |||||
REVENUE | |||||
Monthly membership revenue | |||||
Order fee revenue | |||||
Monthly membership revenue related party | 1,000 | ||||
Order fee revenue - related parties | 189 | ||||
Revenue | $ 1,189 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accumulated depreciation | $ (2,989) | $ (1,770) |
FIXED ASSETS, NET | 5,145 | 8,061 |
Computer Equipment [Member] | ||
Fixed Assets | 3,737 | 3,738 |
Computer Equipment [Member] | ||
Fixed Assets | 1,818 | 3,514 |
Computer Equipment [Member] | ||
Fixed Assets | $ 2,579 | $ 2,579 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Less accumulated amortization | $ (145,155) | $ (44,663) |
Intangible assets, net | $ 524,792 | 625,284 |
Computer Software | ||
Useful Life | 5 years | |
Amortizable Intangible Assets | $ 644,927 | 644,927 |
Amortizable Intangible Assets, net | $ 669,947 | 669,947 |
Patents | ||
Useful Life | 5 years | |
Amortizable Intangible Assets | $ 25,020 | 25,020 |
Amortizable Intangible Assets, net | $ 669,947 | $ 669,947 |
INTANGIBLE ASSETS, NET - Sche_2
INTANGIBLE ASSETS, NET - Schedule of Amortization Expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Estimated Amortization Expense | $ 33,498 | $ 89,327 | $ 133,989 | $ 133,989 | $ 133,989 | |
Intangible assets, net | $ 524,792 | $ 625,284 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2018 | |
Legal Costs | $ 81,068 | $ 188,224 | |
Asset Purchase | |||
Date of Acquisition | Oct. 29, 2018 | ||
Software Assets, Acquired | $ 365,927 | ||
Software Assets, Developed | $ 279,000 | ||
Legal Costs | $ 25,020 |
DUE TO SHAREHOLDERS (Details Na
DUE TO SHAREHOLDERS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Aug. 22, 2019 | Sep. 30, 2020 | Sep. 22, 2019 | Dec. 31, 2019 | |
Short-term debt paid by shareholders | |||||||
Acquisition of fixed assets paid by shareholders | |||||||
Software development paid by shareholders | |||||||
Refundable security deposit paid by shareholders | |||||||
Expenses prepaid by shareholders | |||||||
Expenses paid by shareholders | 40,353 | ||||||
Shareholder advances | 311,077 | ||||||
Prepaid expenses paid by shareholders | 3,021 | ||||||
Interest expense | $ 2,008 | 5,501 | |||||
Due to shareholders | 643,362 | 643,362 | $ 283,410 | ||||
Accured Interest | 5,501 | 5,501 | |||||
Acquisition of patent rights through capital contributions | |||||||
Settlement of shareholders debt through share issuance | |||||||
Shareholder capital contributions | |||||||
Settlement Agmt | |||||||
Due to shareholders | $ 646,512 | ||||||
Date of Agreement | Sep. 22, 2019 | ||||||
Common Stock issued for settlement, shares | 96 | ||||||
Acquisition of patent rights through capital contributions | $ 17,660 | ||||||
Revolving Credit | |||||||
Date of Agreement | Apr. 1, 2020 | ||||||
Debt Instrument, Face Value | $ 355,601 | $ 355,601 | |||||
Debt Instrument, Due | Mar. 31, 2022 | ||||||
Successor | |||||||
Short-term debt paid by shareholders | $ 200,000 | ||||||
Acquisition of fixed assets paid by shareholders | 9,098 | ||||||
Software development paid by shareholders | 223,200 | ||||||
Refundable security deposit paid by shareholders | 2,000 | ||||||
Expenses prepaid by shareholders | 20,000 | ||||||
Expenses paid by shareholders | 42,743 | 33,894 | |||||
Shareholder advances | |||||||
Prepaid expenses paid by shareholders | 4,500 | ||||||
Interest expense | 526 | $ 1,537 | 9,048 | $ 9,048 | |||
Acquisition of patent rights through capital contributions | 7,360 | 17,660 | |||||
Settlement of shareholders debt through share issuance | 25,000 | 646,512 | |||||
Shareholder capital contributions | $ 30,963 | $ 10,000 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Aug. 22, 2019 | Sep. 30, 2020 | |
Revenue, related parties | $ 10,773 | $ 24,738 | |||||
Legal and professional services, related party | 22,728 | 94,886 | |||||
Shares Issued, Services, Value | 276 | $ 276 | $ 92 | ||||
Shares Issued, New Issuances, Value | $ 112,941 | 6,000 | |||||
Software expense, related party | 30,300 | $ 120,300 | |||||
Stock Grant | |||||||
Date of Issuance | Feb. 25, 2020 | ||||||
Shares Issued, Services | 60,000 | ||||||
Shares Issued, Services, Value | 276 | $ 624 | |||||
Sub Agmts #1 | |||||||
Date of Issuance | Sep. 30, 2019 | ||||||
Shares Issued, New Issuances | 2,400,000 | ||||||
Shares Issued, New Issuances, Value | $ 2,400 | ||||||
Fair Value fo Stock Issued | $ 67,494 | ||||||
Sub Agmts #2 | |||||||
Date of Issuance | Sep. 30, 2019 | ||||||
Shares Issued, New Issuances | 800,000 | ||||||
Shares Issued, New Issuances, Value | $ 800 | ||||||
Fair Value fo Stock Issued | $ 22,498 | ||||||
Advisory Agmt | |||||||
Date of Agreement | Sep. 30, 2019 | ||||||
Consulting Agmt | |||||||
Date of Agreement | Aug. 24, 2020 | ||||||
Consulting Services | |||||||
Legal and professional services, related party | 0 | $ 7,900 | |||||
Accounting Services | |||||||
Legal and professional services, related party | $ 23,004 | $ 95,162 | |||||
Successor | |||||||
Revenue, related parties | 1,189 | ||||||
Legal and professional services, related party | |||||||
Software expense, related party | $ 25,000 |
SHORT-TERM DEBT, NET (Details N
SHORT-TERM DEBT, NET (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Aug. 22, 2019 | Sep. 30, 2020 | Sep. 30, 2018 | Dec. 31, 2019 | |
Interest expense | $ 2,008 | $ 5,501 | |||||
Successor | |||||||
Interest expense | $ 526 | $ 1,537 | $ 9,048 | $ 9,048 | |||
Asset Purchase | |||||||
Date of Agreement | Oct. 29, 2018 | ||||||
Short Term Debt | $ 380,000 | 0 | |||||
Short-Term Debt, paid | $ 380,000 | ||||||
Discount on Debt | 14,073 | ||||||
Software Assets, Acquired | $ 365,927 |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common Stock, Shares Authorized | 90,000,000 | 90,000,000 | 90,000,000 | |||
Common Stock, Issued | 13,673,000 | 13,673,000 | 13,600,000 | |||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred Stock, Issued | 0 | 0 | 0 | |||
Shares Issued, New Issuances, Value | $ 112,941 | $ 6,000 | ||||
Shares Issued, Services, Value | 276 | $ 276 | $ 92 | |||
Subscription receivable for common stock | $ 6,000 | |||||
Stock-based compensation | ||||||
Sub Agmts | ||||||
Date of Issuance | Sep. 30, 2019 | |||||
Shares Issued, New Issuances | 4,000,000 | |||||
Shares Issued, New Issuances, Value | $ 4,000 | |||||
Stock Grant | ||||||
Date of Issuance | Feb. 25, 2020 | |||||
Shares Issued, Services | 60,000 | |||||
Shares Issued, Services, Value | $ 276 | $ 624 | ||||
Services Rendered | ||||||
Date of Issuance | Oct. 1, 2019 | |||||
Stock-based compensation | $ 150,000 | $ 0 | ||||
Stock Options, Exercise Price per Share | $ 0.10 | $ 0.10 | ||||
Sub Agmts #3 | ||||||
Shares Issued, New Issuances | 13,000 | |||||
Shares Issued, New Issuances, Value | $ 13,000 | |||||
Subscription receivable for common stock | $ 6,000 | |||||
Merger Agmt | ||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares Issued | 9,600,000 |
LEASES - Schedule of Lease Expe
LEASES - Schedule of Lease Expense (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | Jun. 30, 2019 | Aug. 22, 2019 | Sep. 30, 2020 | |
Operating lease cost | $ 6,873 | $ 16,037 | $ 20,619 | |||
Successor | ||||||
Operating lease cost | $ 2,291 | $ 4,582 | $ 13,746 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Cash Flow (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2020 | |
Right-of-use asset obtained in exchange for lease liability: | |||
Operating leases | $ 30,607 | ||
Operating lease cost | $ 6,873 | $ 16,037 | $ 20,619 |
LEASES - Schedule of Suppleme_2
LEASES - Schedule of Supplemental Balance Sheet (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Operating lease right-of-use asset | $ 7,235 | $ 19,549 |
Total operating lease liability | 7,235 | $ 16,624 |
Supplemental Balance Sheet | ||
Operating lease right-of-use asset | 7,235 | |
Operating lease liability - current portion | 7,235 | |
Operating lease liability - net of current portion | ||
Total operating lease liability | $ 7,235 | |
Operating leases,remaining term | 5 months | |
Operating leases, discount rate | 8.50% |
LEASES - Schedule of Opearting
LEASES - Schedule of Opearting Lease Liability (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Lease Liability | ||
Due in next twelve months | $ 4,434 | |
Due thereafter | 2,956 | |
Total future lease payments | 7,390 | |
Less: imputed interest | (155) | |
Total operating lease liability | 7,235 | $ 16,624 |
Less current portion of operating lease liability | (7,235) | |
Total long-term portion of operating lease liability | $ 2,925 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | |
Shares Issued, New Issuances, Value | $ 112,941 | $ 6,000 | |||
Stock-based compensation | |||||
IR Agmt | |||||
Date of Agreement | Nov. 1, 2020 | ||||
Stock-based compensation | $ 160,000 | ||||
Sub Agmts #4 | |||||
Shares Issued, New Issuances | 57,500 | ||||
Shares Issued, New Issuances, Value | $ 57,500 | ||||
IR Agmt | |||||
Services, Liability | $ 60,000 |