Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 12, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | ALL AMERICAN SPORTPARK INC | ||
Entity Central Index Key | 0000930245 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Is Entity Emerging Growth Company? | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Public Float | $ 1,664,000 | ||
Entity Common Stock, Shares Outstanding | 5,658,123 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Shell Company | true |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Prepaid expenses and other current assets | $ 14,215 | $ 14,225 |
Total current assets | 14,215 | 28,402 |
Property and equipment, net of accumulated depreciation of $11,637 and $11,386, respectively | 55 | |
Prepaid expenses - long term | 14,177 | |
Total Assets | 14,215 | 28,457 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,791 | 18,332 |
Due to related parties | 237,354 | 159,281 |
Total current liabilities | 244,145 | 177,613 |
Stockholder's deficit: | ||
Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2017 and 2016, respectively | ||
Common stock, $0.001 par value, 50,000,000 shares authorized, 5,658,123 and 5,624,123 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 5,658 | 5,624 |
Additional paid-in capital | 28,728,912 | 28,728,912 |
Accumulated deficit | (28,964,500) | (28,883,726) |
Total stockholders' deficit | (229,930) | (149,156) |
Total Liabilities and Stockholders' Deficit | $ 14,215 | $ 28,457 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accumulated Depreciation, property and equipment | $ 11,692 | $ 11,637 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock. authorized | 10,000,000 | 10,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, authorized | 50,000,000 | 50,000,000 |
Common Stock, issued | 5,658,123 | 5,658,123 |
Common Stock, outstanding | 5,658,123 | 5,658,123 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expenses: | ||
General & administrative | $ 80,719 | $ 85,739 |
Depreciation and amortization | 55 | 251 |
Total expenses | 80,774 | 85,990 |
Loss from operations | (80,774) | (85,990) |
Total other expense | (80,774) | (85,990) |
Net loss before provision of income tax | (80,774) | (85,990) |
Provision for income tax expense | ||
Net loss | $ (80,774) | $ (85,990) |
Weighted average number of common shares outstanding - basic and fully diluted | 5,658,123 | 5,637,013 |
Net loss per share - basic and fully diluted | $ (0.01) | $ (0.02) |
Statements of Stockholder's Def
Statements of Stockholder's Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2016 | $ 5,624 | $ 28,728,912 | $ (28,883,726) | $ (149,156) |
Balance (in Shares) at Dec. 31, 2016 | 5,624,123 | |||
Shares issued for prepaid services | $ 34 | 33,626 | 33,660 | |
Shares issued for prepaid services (Shares) | 34,000 | |||
Debt forgiveness - related party | 9,783 | 9,783 | ||
Net loss | (85,990) | (85,990) | ||
Ending Balance at Dec. 31, 2017 | $ 5,658 | 28,685,503 | (28,797,736) | $ (149,156) |
Balance (in Shares) at Dec. 31, 2017 | 5,658,123 | 5,658,123 | ||
Net loss | (80,774) | $ (80,774) | ||
Ending Balance at Dec. 31, 2018 | $ 5,658 | $ 28,728,912 | $ (28,964,500) | $ (229,930) |
Balance (in Shares) at Dec. 31, 2018 | 5,658,123 | 5,658,123 |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities | ||
Net loss | $ (80,774) | $ (85,990) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 55 | 251 |
Amortization of prepaid stock based compensation | 14,177 | 5,345 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 10 | (49) |
Accounts payable and accrued expenses | (11,541) | (17,014) |
Net cash used in operating activities | (78,073) | (97,457) |
Cash flows from financing activities | ||
Proceeds from related parties | 78,073 | 97,457 |
Net cash provided by financing activities | 78,073 | 97,457 |
Net change in cash | ||
Cash, beginning of period | ||
Cash, end of period | ||
Cash paid for taxes | ||
Cash paid for interest | ||
Non cash financing and investing activities: | ||
Shares prepaid for services | 33,660 | |
Accounts payable forgiven by related party | $ 9,783 |
Organizational Structure and Ba
Organizational Structure and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organizational Structure and Basis of Presentation | NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION a. BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). b. BUSINESS ACTIVITIES The Company was incorporated in Nevada on March 6, 1984, under the name “Sporting Life, Inc.” The Company’s name was changed to “St. Andrews Golf Corporation” on December 27, 1988, to “Saint Andrews Golf Corporation” on August 12, 1994, and finally to All-American SportPark, Inc. (“AASP”) on December 14, 1998. In December 1994, the Company completed an initial public offering of 1,000,000 Units, each Unit consisting of one share of Common Stock and one Class A Warrant. The net proceeds to the Company from this public offering were approximately $3,684,000. The Class A Warrants expired unexercised on March 15, 1999. On July 12, 1996, the Company entered into a lease agreement of land in Las Vegas, Nevada, on which the Company developed a Golf Center and All-American SportPark, (“SportPark”) properties. The discontinued SportPark that opened for business in October 1998 was disposed of in May 2001. On June 15, 2011, the Company entered into a Stock Transfer Agreement with Saint Andrews pursuant to which the Company transferred 49% of the outstanding common stock of All-American Golf Center, Inc. ("AAGC"), a subsidiary of the Company, to Saint Andrews Golf Shop, Ltd. ("Saint Andrews") in exchange for the cancellation of $600,000 of debt owed by the Company to Saint Andrews. Saint Andrews is owned by Ronald Boreta, the Company's President and a Director and John Boreta, his brother. John Boreta is a principal shareholder of the Company and became Director of the Company in 2012. The debt owed by the Company to Saint Andrews was from advances made in the past by Saint Andrews to provide the Company with working capital. On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255. In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary of $340,000. In addition, AAGC cancelled $4,267,802 in advances previously made by it to the Company to fund its operations. Also in connection with the closing of the Transfer Agreement, entities controlled by the Boretas cancelled $1,286,702 owed to them by the Company. In addition, the Company cancelled $27,615 of amounts due from entities controlled by the Boretas. As a result of the Transfer Agreement, on October 18, 2016, the Company derecognized the assets and liabilities of AAGC. The sale and transfer of the Company’s 51% interest in AAGC to the controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded. At this time, the Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to the Company by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. The Company will not restrict our search to any specific business or geographical location. c. RECLASSIFICATIONS Certain reclassifications have been made in prior periods’ financial statements to conform to classifications used in the current period. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, the determination of the provision for income taxes, and valuation of fixed assets. The Company bases the estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates. b. CASH AND CASH EQUIVALENTS All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown on the financial statements. Cash and cash equivalents consist of unrestricted cash in accounts maintained with major financial institutions. c. INCOME TAXES The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. d . The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. e. EQUIPMENT Equipment (Note 5) are stated at cost. Depreciation and amortization is provided for on a straight-line basis over the following estimated useful lives of the assets: Furniture and equipment 3-10 years f. ADVERTISING The Company expenses advertising costs as incurred. The Company incurred no advertising expenses for the three and twelve months ended December 31, 2018 and 2017, respectively. g. REVENUES The Company earned no revenues for the twelve months ended December 31, 2018 and 2017, respectively. h. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consisted principally of management, accounting and other administrative employee payroll and benefits. i. IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. If the long-lived asset or group of assets is considered to be impaired, an impairment charge is recognized for the amount by which the carrying amount of the asset or group of assets exceeds its fair value. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. j. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted ASC 820 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect management’s assumptions about the assumptions that market participants would use in pricing the asset or liability. At December 31, 2018, and 2017, the carrying amount of prepaid, accounts payable and accrued liability, accounts payable and accrued liability–related parties, and due to related parties approximate fair value because of the short maturity of these instruments. k. EARNINGS (LOSS) PER SHARE Basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Basic earnings per share is computed using the weighted average number of shares of common stock and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. The Company did not have any stock equivalent shares for the years ended December 31, 2018 and 2017. Loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding during the period. The weighted-average number of common shares used in the calculation of basic loss per share was 5,658,123 in 2018 and 5,658,123 in 2017, respectively. l. RECENT ACCOUNTING POLICIES The Company believes there was no new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company’s financial statements. The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3. GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, for the year ended December 31, 2018, the Company had net loss of $80,774. As of December 31, 2018 the Company had an accumulated deficit of $28,964,500 and a stockholder deficit of $229,930. The Company’s management believes that its operations may not be sufficient to fund operating cash needs and debt service requirements over at least the next 12 months. As described in Note 1, the Company’s Board of Directors determined that it was in the best interests of the Company to enter into the Transfer Agreement with the Boretas. The closing of that agreement resulted in the elimination of nearly all of the debt of the Company. However, after the closing, the Company has no significant assets and continues to depend on affiliates to provide funds to pay its ongoing expenses. These factors raise substantial doubt about the company’s ability to continue as a going concern within one year after the date that the financials are issued. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTIONS Due to related parties AAGC has advanced funds to pay certain expenses of the Company. The Company formerly owned a 51% interest in AAGC. At December 31, 2018 and December 31, 2017, the total amounts owed to AAGC were $237,354 and $159,281, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT Property and equipment included the following as of December 31: 2018 2017 -------------- -------------- Furniture and Equipment $ 11,692 $ 11,692 Less: Accumulated Depreciation 11,692 11,637 $ - $ 55 Depreciation expenses totaled $55 and $251 for the years ended December 31, 2018 and 2017, respectively. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6 COMMITMENTS The Company has no commitments. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 7. INCOME TAXES The Company accounts for income taxes under ASC Topic 740: Income Taxes, which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. On December 22, 2017, the U.S. federal government enacted the Tax Cuts and Jobs Act (the “2017 Tax Act”). Management reviewed and incorporated the new tax bill implications in the 2017 financial statements. The main change is the re-measurement of deferred taxes at the new corporate tax rate of 21%, which reduced the Company’s net deferred tax assets, before valuation allowance, by $2.2 million. Due to full valuation allowance, the change in deferred taxes was fully offset by the change in valuation allowance. 2018 2017 Deferred tax liabilities: Temporary differences related to: Depreciation (63,569) (142,855) Deferred tax assets: Net operating loss carry forward 3,049,712 4,787,809 Related Party interest 1,452,887 2,039,030 Other - - Net deferred tax asset before valuation allowance 4,439,030 6,683,984 Valuation Allowance (4,439,030) (6,683,984) $ - $ - 2018 2017 Income tax at federal rate 21.00% 35.00% Permanent differences -35.00% -35.00% Effective income tax rate 0.00% 0.00% As of December 31, 2018 and 2017, the Company had available for income tax purposes approximately $21.0 million and $21.0 million respectively in federal net operating loss carry forwards, which may be available to offset future taxable income. These loss carry forwards expire in 2019 through 2038. The Company may be limited by Internal Revenue Code Section 382 in its ability to fully utilize its net operating loss carry forwards due to possible future ownership changes. Management has established a 100% valuation allowance against the net deferred tax asset since it appears more likely than not that it will not be realized. The provision (benefit) for income taxes attributable to income (loss) from continuing operations does not differ materially from the amount computed at the federal income tax statutory rate. |
Capital Stock, Stock Options, A
Capital Stock, Stock Options, And Incentives | 12 Months Ended |
Dec. 31, 2018 | |
Capital Stock Stock Options And Incentives | |
Capital Stock, Stock Options, And Incentives | NOTE 8. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES PREFERRED STOCK Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2018 and 2017. The Company’s Board of Directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividends rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series. COMMON STOCK Common stock, $0.001 par value, 50,000,000 shares authorized, 5,658,123 and 5,658,123 shares issued and outstanding as of December 31, 2018 and 2017, respectively. On August 15, 2017, the Company granted 34,000 shares of restricted common stock to one employee for services. The restricted common stock granted to the employee was valued at $33,660 and will vest as follows: 33% of the shares on January 1, 2018, an additional 33% of the shares on January 1, 2019, and the remaining 34% of the shares on January 1, 2020. The share-based compensation will be amortized ratably over the three year vesting period. The Company recorded share-based compensation of $14,177 and $5,345 for the years ended December 31, 2018 and 2017, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 SUBSEQUENT EVENTS Management has evaluated all subsequent events through the date of the filing and determined that there were none. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | a. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, the determination of the provision for income taxes, and valuation of fixed assets. The Company bases the estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates. |
Cash And Cash Equivalents | b. CASH AND CASH EQUIVALENTS All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown on the financial statements. Cash and cash equivalents consist of unrestricted cash in accounts maintained with major financial institutions. |
Income Taxes | c. INCOME TAXES The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Stock-Based Compensation | d . The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. |
Equipment | e. EQUIPMENT Equipment (Note 5) are stated at cost. Depreciation and amortization is provided for on a straight-line basis over the following estimated useful lives of the assets: Furniture and equipment 3-10 years |
Advertising | f. ADVERTISING The Company expenses advertising costs as incurred. The Company incurred no advertising expenses for the three and twelve months ended December 31, 2018 and 2017, respectively. |
Revenues | g. REVENUES The Company earned no revenues for the twelve months ended December 31, 2018 and 2017, respectively. |
General And Administrative Expenses | h. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consisted principally of management, accounting and other administrative employee payroll and benefits. |
Impairment Of Long-Lived Assets | i. IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. If the long-lived asset or group of assets is considered to be impaired, an impairment charge is recognized for the amount by which the carrying amount of the asset or group of assets exceeds its fair value. Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. |
Fair Value Of Financial Instruments | j. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted ASC 820 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under this standard certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect management’s assumptions about the assumptions that market participants would use in pricing the asset or liability. At December 31, 2018, and 2017, the carrying amount of prepaid, accounts payable and accrued liability, accounts payable and accrued liability–related parties, and due to related parties approximate fair value because of the short maturity of these instruments. |
Earnings (Loss) Per Share | k. EARNINGS (LOSS) PER SHARE Basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Basic earnings per share is computed using the weighted average number of shares of common stock and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. The Company did not have any stock equivalent shares for the years ended December 31, 2018 and 2017. Loss per share is computed by dividing reported net loss by the weighted average number of common shares outstanding during the period. The weighted-average number of common shares used in the calculation of basic loss per share was 5,658,123 in 2018 and 5,658,123 in 2017, respectively. |
Recent Accounting Policies | l. RECENT ACCOUNTING POLICIES The Company believes there was no new accounting guidance adopted but not yet effective that either has not already been disclosed in prior reporting periods or is relevant to the readers of the Company’s financial statements. The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property And Equipment | |
Schedule of Property And Equipment | 2018 2017 -------------- -------------- Furniture and Equipment $ 11,692 $ 11,692 Less: Accumulated Depreciation 11,692 11,637 $ - $ 55 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | 2018 2017 Deferred tax liabilities: Temporary differences related to: Depreciation (63,569) (142,855) Deferred tax assets: Net operating loss carry forward 3,049,712 4,787,809 Related Party interest 1,452,887 2,039,030 Other - - Net deferred tax asset before valuation allowance 4,439,030 6,683,984 Valuation Allowance (4,439,030) (6,683,984) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation | 2018 2017 Income tax at federal rate 21.00% 35.00% Permanent differences -35.00% -35.00% Effective income tax rate 0.00% 0.00% |
Property and Equipment (Detail)
Property and Equipment (Detail) - Schedule of Property And Equipment - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Furniture and Equipment | $ 11,692 | $ 11,692 |
Less: Accumulated Depreciation | 11,692 | 11,637 |
Property Plant and Equipment, Net | $ 55 |
Income Taxes (Detail) - Schedul
Income Taxes (Detail) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax liabilities: | ||
Depreciation | $ (63,569) | $ (142,855) |
Deferred tax assets: | ||
Net operating loss carryforward | 3,049,712 | 4,787,809 |
Related Party interest | 1,452,887 | 2,039,030 |
Other | ||
Net deferred tax asset before valuation allowance | 4,439,030 | 6,683,984 |
Valuation allowance | (4,439,030) | (6,683,984) |
Net deferred tax assets |
Income Taxes (Detail) - Sched_2
Income Taxes (Detail) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal rate | 21.00% | 35.00% |
Permanent differences | (35.00%) | (35.00%) |
Effective income tax rate | 0.00% | 0.00% |
Organizational Structure and _2
Organizational Structure and Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 1994 | Dec. 31, 2018 | |
Incorporation Date | Mar. 6, 1984 | |
Incorporation State | Nevada | |
Initial Public Offering, Shares | 1,000,000 | |
Initial Public Offering, Amount | $ 3,684,000 | |
Transfer Agreement | ||
Transfer Agreement Description | On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255. | |
Interest in Subsidiary transferred | 51.00% | |
Shares for Debt | 1,000,000 | |
Cancellation of Debt for Shares | $ 8,864,255 | |
Deferred Salary Payable | (340,000) | |
All-American Golf Center [Member] | ||
Transfer Agreement | ||
Forgiveness of Payable - Related Party | (4,267,802) | |
Boretas [Member] | ||
Transfer Agreement | ||
Forgiveness of Payable - Related Party | (1,286,702) | |
Forgiveness of Receivable - Related Party | $ (27,615) |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Advertising Costs | ||
Revenues | ||
Weighted average number of common shares outstanding - basic and fully diluted | 5,658,123 | 5,658,123 |
Office Equipment [Member] | Minimum [Member] | ||
Useful Life of Assets | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Useful Life of Assets | 10 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Loss | $ 80,774 | ||
Accumulated deficit | 28,964,500 | $ 28,883,726 | |
Total stockholders' deficit | $ 229,930 | $ 149,156 | $ 149,156 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Due to related party | $ 237,354 | $ 159,281 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expenses | $ 55 | $ 251 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Federal Net Operating Loss Carry Forwards | $ 21,000,000 | $ 27,000,000 |
Minimum [Member] | ||
Operating Loss Carry Forwards, Expiration Date | Jan. 1, 2019 | |
Maximum [Member] | ||
Operating Loss Carry Forwards, Expiration Date | Dec. 31, 2038 |
Capital Stock, Stock Options,_2
Capital Stock, Stock Options, And Incentives (Details Narrative) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Stock Stock Options And Incentives Details Narrative Abstract | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock. authorized | 10,000,000 | 10,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, authorized | 50,000,000 | 50,000,000 |
Common Stock, issued | 5,658,123 | 5,658,123 |
Common Stock, outstanding | 5,658,123 | 5,658,123 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Aug. 15, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, par value | $ 0.001 | $ 0.001 | |
Preferred Stock. authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, issued | 0 | 0 | |
Preferred Stock, outstanding | 0 | 0 | |
Common Stock, par value | $ 0.001 | $ 0.001 | |
Common Stock, authorized | 50,000,000 | 50,000,000 | |
Common Stock, issued | 5,658,123 | 5,658,123 | |
Common Stock, outstanding | 5,658,123 | 5,658,123 | |
Share Based Compensation | |||
Share Compensation Shares Granted in Period for Services | 34,000 | ||
Share Compenstion Shares Granted Share Value for Services | $ 33,660 | ||
Share Based Compensation | $ 14,177 | $ 5,345 | |
Vesting Period 1 | |||
Share Based Compensation | |||
Vesting Rights | 33% of the shares on January 1, 2018 | ||
Vesting Period 2 | |||
Share Based Compensation | |||
Vesting Rights | 33% of the shares on January 1, 2019 | ||
Vesting Period 3 | |||
Share Based Compensation | |||
Vesting Rights | 34% of the shares on January 1, 2020 |