FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
Commission File Number 000-22057
x | QUARQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended March 31, 2009 | |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
eDOORWAYS CORPORATION |
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3495 Lakeside Drive, #1087, Reno, NV, 89509.
(800) 345-8561
office)
Indicate by check marknumber)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨No
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company |
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If an Emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x
As
stock.
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Balance Sheet - Unaudited | ||||||||
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| 9 months ended |
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| 12 months ended |
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| 30-Sep-19 |
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| 31-Dec-18 |
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| Unaudited |
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| Audited |
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Assets |
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Current Assets: |
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Cash and Cash Equivalents |
| $ | 84 |
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| $ | - |
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Total current assets |
| $ | 84 |
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| $ | - |
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Total assets |
| $ | 84 |
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| $ | - |
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Liabilities |
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Current Liabilities: |
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Accounts payable - Related Party |
| $ | 16,859 |
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| $ | 120,000 |
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Accrued expenses |
| $ | - |
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| $ | - |
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Total Current Liabilities |
| $ | 16,859 |
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| $ | 120,000 |
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Total liabilities |
| $ | 16,859 |
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| $ | 120,000 |
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Stockholders' Equity |
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Series A preferred stock: 1,000 shares authorized, par value $0.001 per share; 1,000 shares issued and outstanding on September 30, 2019 and 1,000 shares issued and outstanding on December 31, 2018, recorded @ FMV to comply with FASB ASC Topic 718 Column (e) |
| $ | 4,000 |
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| $ | 4,000 |
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Common stock: 250,000,000 shares authorized, par value $0.00001 per share, 46,203,716 shares issued and outstanding on September 30, 2019 and 41,153,156 shares issued and outstanding on December 31, 2018 |
| $ | 3,532,757 |
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| $ | 2,270,117 |
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Additional Paid-in Capital |
| $ | - |
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| $ | 1,142,640 |
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Retained Earnings |
| $ | (3,553,531 | ) |
| $ | (3,536,757 | ) |
Total Stockholders' Equity |
| $ | (16,774 | ) |
| $ | (120,000 | ) |
Total Liabilities & Equity |
| $ | 84 |
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| $ | - |
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31-Mar-09 | 31-Dec-08 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 9,985 | $ | 5,467 | ||||
OTHER CURRENT ASSETS | ||||||||
Software Development Cost | 31,952 | - | ||||||
OTHER ASSETS | ||||||||
Fixed assets, net of accumulated depreciation of $2,215 and $1,660, respectively | 3,288 | 3,334 | ||||||
Deposits | 2,000 | 2,000 | ||||||
Total Other Assets | 5,288 | 5,334 | ||||||
TOTAL ASSETS | $ | 47,225 | $ | 10,801 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable – trade | $ | 743,075 | $ | 743,075 | ||||
Judgments payable | 838,610 | 838,610 | ||||||
Stock payable | 354,312 | 354,312 | ||||||
Accrued expenses – related parties | 553,635 | 403,043 | ||||||
Accrued expenses – other | 617,340 | 92,518 | ||||||
Current portion of notes payable | 871,387 | 668,565 | ||||||
TOTAL CURRENT LIABILITIES | 3,978,359 | 3,100,123 | ||||||
LONG TERM LIABILITIES | ||||||||
Notes payable | 4,764,353 | 4,759,835 | ||||||
TOTAL LIABILITIES | 8,742,712 | 7,859,958 | ||||||
STOCKHOLDERS' DEFICIT | ||||||||
Series A convertible preferred stock, $0.001 par value per share; 7,000,000 shares authorized, none issued | - | - | ||||||
Series B convertible preferred stock, $0.001 par value per share; 1,100,000 shares authorized, none issued | - | - | ||||||
Series C convertible preferred stock, $0.001 par value per share; 1,000,000 shares authorized, 1,000,000 and -0- shares issued and outstanding, respectively | 1,000 | 1,000 | ||||||
Series D preferred stock, $0.001 par value per share; 1,000 shares authorized, issued and outstanding, respectively | 1 | 1 | ||||||
Common stock, $0.001 par value per share; 990,899,000 shares authorized; 317,747,047 and 13,318,846 shares issued and outstanding, respectively | 317,747 | 317,747 | ||||||
Additional paid-in capital | 66,003,083 | 66,003,083 | ||||||
Accumulated Deficit | (75,017,318 | ) | (74,170,988 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT | (8,695,487 | ) | (7,849,157 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 47,225 | $ | 10,801 |
3 |
Carnegie Development, INC. | ||||||||||||||||
Statement of Operations - Unaudited | ||||||||||||||||
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| For 3 months ended |
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| For 9 months ended |
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| 30-Sep-19 |
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| 30-Sep-18 |
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| 30-Sep-19 |
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| 30-Sep-18 |
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| Unaudited |
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| Unaudited |
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| Unaudited |
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Net Revenues |
| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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Operating expenses: |
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Selling, general and administrative |
| $ | - |
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| $ | 15,000 |
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| $ | 4,865 |
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| $ | 45,000 |
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Legal and Professional |
| $ | 11,909 |
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| $ | 11,909 |
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Total operating expenses |
| $ | 11,909 |
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| $ | 15,000 |
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| $ | 16,774 |
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| $ | 45,000 |
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Operating loss |
| $ | (11,909 | ) |
| $ | (15,000 | ) |
| $ | (16,774 | ) |
| $ | (45,000 | ) |
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Net Gain (loss) |
| $ | (11,909 | ) |
| $ | (15,000 | ) |
| $ | (16,774 | ) |
| $ | (45,000 | ) |
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Net gain (loss) attributable to common stock |
| $ | (11,909 | ) |
| $ | (15,000 | ) |
| $ | (16,774 | ) |
| $ | (45,000 | ) |
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Earnings per share: |
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Basic and diluted |
| $ | (0.0003 | ) |
| $ | (0.0004 | ) |
| $ | (0.0004 | ) |
| $ | (0.0011 | ) |
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Basic and diluted weighted average common shares outstanding |
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| 46,203,716 |
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| 41,153,156 |
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| 46,203,716 |
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| 41,153,156 |
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For The Three Months Ended March 31 | ||||||||
2009 | 2008 | |||||||
REVENUE | $ | - | $ | - | ||||
OPERATING EXPENSES | ||||||||
Compensation | $ | 150,592 | $ | 152,367 | ||||
Depreciation & Amortization | $ | 46 | $ | 139 | ||||
General and Administrative | $ | 438,762 | $ | 64,139 | ||||
Legal & Professional Services | $ | 54,108 | $ | 7,783 | ||||
Total operating expenses | $ | 643,508 | $ | 224,428 | ||||
LOSS FROM OPERATIONS | $ | (643,508 | ) | $ | (224,428 | ) | ||
OTHER INCOME (EXPENSES) | ||||||||
Gain (loss) on derivative liability | $ | - | $ | (2,795,647 | ) | |||
Interest expense | $ | - | $ | (268,996 | ) | |||
Loss on debt settlement | $ | (202,822 | ) | |||||
Total other income (expenses) | $ | (202,822 | ) | $ | (3,064,643 | ) | ||
NET LOSS | $ | (846,330 | ) | $ | (3,289,071 | ) | ||
LOSS PER SHARE: | ||||||||
Basic and diluted | $ | (0.0027 | ) | $ | (0.0181 | ) | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ||||||||
Basic and diluted | 317,747,227 | 181,899,834 |
4 |
Carnegie Development, INC. | ||||||||||||||||
Statement of Cash Flows - Unaudited | ||||||||||||||||
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| For 3 months ended |
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| For 9 months ended |
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| 30-Sep-19 |
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| 30-Sep-18 |
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| 30-Sep-19 |
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| 30-Sep-18 |
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| Unaudited |
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| Unaudited |
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| Unaudited |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Gain (loss) |
| $ | (11,909 | ) |
| $ | (15,000 | ) |
| $ | (16,774 | ) |
| $ | (45,000 | ) |
Adjustments to reconcile Net Income to Net Cash provided by operations: |
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Accounts Payable |
| $ | 11,909 |
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| $ | 15,000 |
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| $ | 15,171 |
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| $ | 45,000 |
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Accrued Expenses |
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| $ | (118,313 | ) |
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Total Adjustments to reconcile Net Income to Net Cash provided by operations |
| $ | 11,909 |
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| $ | 15,000 |
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| $ | (103,142 | ) |
| $ | 45,000 |
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Net cash provided by operating activities |
| $ | 0 |
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| $ | 0 |
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| $ | (119,916 | ) |
| $ | 0 |
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CASH FLOW from Investing Activities |
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NET CASH used by Investing Activities |
| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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CASH FLOWS from Financing Activities |
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Additional Paid-in Capital |
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| $ | 120,000 |
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Common stock |
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NET CASH used by Financing Activities |
| $ | 0 |
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| $ | 0 |
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| $ | 120,000 |
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| $ | 0 |
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NET CASH INCREASE (DECREASE) For PERIOD |
| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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Cash, Beginning |
| $ | 84 |
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| $ | 0 |
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| $ | 84 |
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| $ | 0 |
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Cash, Ending |
| $ | 84 |
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| $ | 0 |
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| $ | 84 |
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| $ | 0 |
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SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Cash paid during the period for: |
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Interest |
| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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Income taxes |
| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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Series C Preferred Stock | Series D Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
Balance, December 31,2006 | 0 | - | 1,000 | $ | 1 | 37,749 | $ | 38 | $ | 61,473,512 | $ | (65,748,684 | ) | $ | (4,275,133 | ) | ||||||||||||||||||||
Common stock issued for services | - | 10,008,000 | $ | 10,008 | $ | 591,192 | $ | 601,200 | ||||||||||||||||||||||||||||
Conversions of debt and promissory notes into equity | 3,274,097 | $ | 3,273 | $ | 290,771 | $ | 294,044 | |||||||||||||||||||||||||||||
Fair value of derivatives converted to equity | $ | 433,132 | $ | 433,132 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature converted to equity | $ | 59,180 | $ | 59,180 | ||||||||||||||||||||||||||||||||
Cancelled shares for services | -1,000 | $ | (1 | ) | $ | (28,999 | ) | $ | (29,000 | ) | ||||||||||||||||||||||||||
Net loss for the year ended December 31,2007 | $ | (1,676,577 | ) | $ | (1,676,577 | ) | ||||||||||||||||||||||||||||||
Balance – December 31, 2007 | 0 | $ | - | 1,000 | $ | 1 | 13,318,846 | $ | 13,318 | $ | 62,818,788 | $ | (67,425,261 | ) | $ | (4,593,154 | ) | |||||||||||||||||||
Preferred stock issued for compensation | 750,000 | $ | 750.0 | - | - | 0 | $ | - | $ | 134,250 | $ | - | $ | 135,000 | ||||||||||||||||||||||
Preferred stock issued for services | 250,000 | $ | 250.0 | - | - | 0 | $ | - | $ | 44,750 | $ | - | $ | 45,000 | ||||||||||||||||||||||
Common stock issued for services | - | - | - | - | 229,384,143 | $ | 229,384 | $ | 1,844,916 | $ | - | $ | 2,074,300 | |||||||||||||||||||||||
Common stock issued for compensation | - | - | - | - | 40,437,500 | $ | 40,438 | $ | 312,325 | $ | - | $ | 352,763 | |||||||||||||||||||||||
Common stock issued for debt conversion | - | - | - | - | 34,606,738 | $ | 34,607 | $ | 813,290 | $ | - | $ | 847,897 | |||||||||||||||||||||||
Fair value of derivatives converted to equity | - | - | - | - | 0 | $ | - | $ | 4,489 | $ | - | $ | 4,489 | |||||||||||||||||||||||
Discount on convertible debt | - | - | - | - | 0 | $ | - | $ | 16,262 | $ | - | $ | 16,262 | |||||||||||||||||||||||
Fair value adjustment for elimination of derivatives | - | - | - | - | 0 | $ | - | $ | 14,013 | $ | - | $ | 14,013 | |||||||||||||||||||||||
Net loss | - | - | - | - | 0 | $ | - | - | $ | (6,745,727 | ) | $ | (6,745,727 | ) | ||||||||||||||||||||||
Balance - December 31, 2008 | 1,000,000 | $ | 1,000.0 | 1,000 | $ | 1 | 317,747,227 | $ | 317,747 | $ | 66,003,083 | $ | (74,170,988 | ) | $ | (7,849,157 | ) | |||||||||||||||||||
Common stock issued for services | ||||||||||||||||||||||||||||||||||||
Common stock issued for compensation | ||||||||||||||||||||||||||||||||||||
Common stock issued for debt conversion | ||||||||||||||||||||||||||||||||||||
Net loss | $ | (846,330 | ) | $ | (846,330 | ) | ||||||||||||||||||||||||||||||
Balance - March 31, 2009 | 1,000,000 | $ | 1,000 | 1,000 | $ | 1 | 317,747,227 | $ | 317,747.0 | $ | 66,003,083 | $ | (75,017,318 | ) | $ | (8,695,487 | ) |
5 |
Carnegie Development, INC. | ||||||||||||||||||||
Statement of Changes in Equity | ||||||||||||||||||||
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| Series A |
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| Preferred Stock |
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| Common Stock |
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| Surplus |
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| Shares |
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| $ |
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| Shares |
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| $ |
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| (Deficit) |
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Balance, December 31, 2016 |
|
| 1,000 |
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| 4000 |
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| 41,153,156 |
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| 2,270,117 |
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| $ | (3,416,757 | ) |
Net Income (Loss) |
|
| - |
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| - |
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| - |
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| - |
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| $ | (60,000 | ) |
Balance, December 31, 2017 |
|
| 1000 |
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| 4000 |
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| 41,153,156 |
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| 2,270,117 |
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| $ | (3,476,757 | ) |
Net Income (Loss) |
|
| - |
|
|
| - |
|
|
| - |
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| - |
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| $ | (60,000 | ) |
Balance, December 31, 2018 |
|
| 1,000 |
|
|
| 4000 |
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| 41,153,156 |
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| 2,270,117 |
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| $ | (3,536,757 | ) |
Net Income (Loss) |
|
| - |
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|
| - |
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| - |
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| - |
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| $ | (16,774 | ) |
Common Stock Issued |
|
| - |
|
|
| - |
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| 5,050,560 |
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| 1,262,640 |
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| - |
|
Balance, September 30, 2019 |
|
| 1,000 |
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|
| 4000 |
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| 46,203,716 |
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| 3,532,757 |
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| $ | (3,553,531 | ) |
For The Three Months Ended March 31 | ||||||||
2009 | 2008 | |||||||
CASH FLOWS FROM OPERATING ACTIVITES | ||||||||
Net Income/Loss | $ | (846,330 | ) | $ | (3,289,071 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation and amortization expense | $ | 46 | ||||||
Deferred Compensation | $ | (241,875 | ) | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid insurance | ||||||||
Deposits | ||||||||
Accounts payable | $ | 41,195 | ||||||
Current portion of notes payable | $ | 202,822 | $ | 4,590 | ||||
Conversion of derivative liability | $ | 2,791,158 | ||||||
Convertible debentures | $ | 122,586 | ||||||
Stock payable | ||||||||
Judgments payable | ||||||||
Accrued expenses | $ | 524,822 | $ | 44,725 | ||||
Accrued expenses – related parties | $ | 150,592 | ||||||
Software Development Cost | $ | (31,952 | ) | |||||
Net cash used in operating activities | $ | - | $ | (526,692 | ) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Fixed Assets | $ | 139 | ||||||
Deferred financing cost | $ | 56,924 | ||||||
Deposits | $ | (150,000 | ) | |||||
Total cash flow from Investing Activities | $ | - | $ | (92,937 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
APIC | $ | 526,809 | ||||||
Common Stock | $ | 46,850 | ||||||
Preferred Stock Series C | $ | 1,000 | ||||||
Proceeds from Long term Liabilities | 4518 | |||||||
Total cash flow from Financing Activities | $ | 4,518 | $ | 574,659 | ||||
Net Cash Increase for period. | $ | 4,518 | $ | (44,970 | ) | |||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | $ | 5,467 | $ | 45,647 | ||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 9,985 | $ | 677 |
6 |
Carnegie Development, Inc.
Year ending December 31, | ||||
2010 | 1,295,412 | |||
2011 | 2,266,974 | |||
2012 | 1,457,340 | |||
Total | $ | 5,414,000 |
NOTEDecember 31, 2008 and March 31, 2009.
Carnegie Development Inc.,STOCKHOLDER’S EQUITY) to be issued in the name of The Kimmons Family Partnership, LTD as a signing bonus to be given to Executive at the time the employment agreement was executed on January 1, 2008.
1. | 58% or $29,000 of the monthly compensation shall be paid in the form of Restricted Common Stock determined based on a 10% discount from the day’s prior closing bid price. Such compensation is not to exceed 5,800,000 shares or calculate lower than a per share price of $0.005. If the per share price of the Compensation equates to less than $0.005, the Company shall issue the maximum shares of 5,800,000 and pay the deficit in cash within 30 days. The first payment was due on April 1, 2008 |
2. | 39% or $19,500 of the monthly compensation shall be in the form of eDoorways’ common stock on the first business day of each month. Such compensation is not to exceed 2,785,714 shares or calculate lower than a per share price of $0.007. If the per share price of the Compensation equates to less than $0.007, eDoorways shall issue the Maximum shares of 2,785,714 and pay the deficit in cash within 30 days. The first payment was due on April 1, 2008 |
3. | 3% or $1,500 of the monthly compensation shall be paid in cash on the first business day of each month. |
agreement. The shares were valued at $87,334.21 which was included in general and administrative expense. At March 31, 2009, 2010, eDoorways shares of common stock which were valued at $6,975.28 and are included in stock payable.
(a) | eDOORWAYS B to C Initial Launch in Austin ($1.5 million) |
· | Marketing | |
· | Site Development & Technology Infrastructure | |
· | Furniture Fixtures & Equipment | |
· | Facilities & Office | |
· | Compensation | |
· | Working Capital | |
· | Reserve for Contingencies |
(b) | eDOORWAYS B to C National Launch ($2.5 million) |
· | Marketing | |
· | Site Development & Technology Infrastructure | |
· | Furniture Fixtures & Equipment | |
· | Facilities & Office | |
· | Compensation | |
· | Working Capital | |
· | Reserve for Contingencies |
(c) | Retire outstanding notes payable ($1 million) |
This Company incorporation history is:
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NOTE 2 - GOING CONCERN
included in accrued expenses to related parties.
NOTE
This summary of significant account policies of the Company is presentedNotes to assist in understanding the Company’s financial statements. The financial statements andFinancial Statements describes the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. Thesesignificant accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently appliedused in the preparation of the financial statements.
Basis Certain of Presentation
This Company usesthese significant accounting policies are considered to be critical accounting policies, as defined below. We do not believe that there have been significant changes to our accounting policies during the enterprise reportingperiod ended March 31, 2009, as compared to those policies disclosed in the December 31, 2008 financial statements.
Use of Estimates
The preparation of financial statements requires theand, accordingly, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportingreported amounts of revenues and expenses during the reporting period. Specifically, our management has estimated variables used to calculate the Black Scholes and binomial lattice model calculations used to value derivative instruments discussed below under "Valuation of Derivative Instruments". In addition, management has estimated the expected economic life and value of our licensed technology, our net operating loss for tax purposes, share-based payments for compensation to employees, directors, consultants and investment banks, the reported period.useful lives of our fixed assets and our allowance for bad debts. Actual results willcould differ from those estimates. Included in these estimates are legal risks and exposures, valuation of stock-based compensation, the potential outcome of future tax consequences of events that have been recognized in the financial statement or tax returns.
Reclassification
Certain amounts in the financial statements of the prior year have been reclassified
Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less, when purchased, to be cash equivalents.
Concentration of Credit Risks
The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.
The Company’s cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. As on the reporting date, thereQuarter ended MARCH 31, 2008
Product Concentration
Effective July 2019, the Company plans to invest and participate in real estate projects
Fair Value of Financial Instruments
The Company accounts,revenues for the assetsquarter ended March 31, 2009 and liabilities measured at fair valuefor March 31, 2008
ASC 820 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. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
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The Company did not have any Level 2 or Level 3 assets or liabilities on the reporting date.
Additional Disclosures Regarding Fair Value Measurements
The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, interest payable, advances payable, and notes and convertible promissory notes payable approximate their fair valueMarch 31, 2008. This has been due to the short maturitycompany being at a more advanced stage of these items.
Revenue Recognition
The Company recognizes revenue on arrangements in accordance with ASC 606 — Revenue from Contracts with Customers. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. Since inception and until now, this company has not earned any revenue.
Advertising
The Company expenses advertising costs as incurred. The Company did not spend any money for the advertising, development.
Share-Based Payment
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
Basic and Diluted Earnings per Share
Basic earnings per share are calculated by dividing the income available to stockholders by the weighted-average number of shares of Common Stock outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares of Common Stock and dilutive Common Stock share equivalents outstanding during the period. Dilutive Common Stock share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). Earnings per share calculations are provided as part of the income statement.
Property and Equipment
Property and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful life of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.
Depreciation expense is $0 for the reporting period.
Impairment of Long-Lived Assets and Amortizable Intangible Assets
The Company follows ASC 360-10, ”Property, Plant, and Equipment,” which established a ”primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.
Intangible Assets - Goodwill
The excess of the purchase price over net tangible and identifiable intangible assets of business acquired is carried as Goodwill on the balance sheet. Goodwill is not amortized, but instead is assessed for impairment at least annually and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Measurement of the impairment loss, if any, is based on the difference between the carrying value and fair value of reporting unit. The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess. There were no material impairments to the carrying value of long-lived assets and intangible assets subject to amortization during the reporting period.
Acquisitions
The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balances as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred.
Fair Value Measurements
For certain financial instruments, including accounts receivable, accounts payable, interest payable, advances payable and notes payable, the carrying amounts approximate fair value due to their relatively short maturities.
The Company follows ASC 820-10, ”Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company did not identify any non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.
ASC 825-10 ”Financial Instruments.” permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.
Borrowings
Borrowings are recognized initially at cost, which is the fair value of the proceeds received, net of transaction costs incurred. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.
Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain.
The Company recognizes the estimated liability to repair or replace products sold still under warranty at the balance sheet date. This provision is calculated based on past history of the level of repairs and replacements.
Legal Matters
In the ordinary course of our business, we may be subject to various claims, pending and potential legal actions for damages, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of our business. We are not aware of any material pending legal proceedings to which we are a party or of which any of our properties is the subject.
Special Purpose Entities
The Company does not have any off-balance sheet financing activities, as on the reporting date three special purpose entities as wholly owned subsidiaries are likely additions as per the MOU dated 30th April 2019. Contracts are reviewed by the Legal team.
Net Income per Share
The Company computes net income (loss) per share in accordance with ASC 260-10, ”Earnings per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the ”as if converted” basis.
NOTE 4 - COMMON STOCK AND PREFERRED STOCK
Common Stock
There is currently only one class of common stock. Each share common stock is entitled to one vote.
The authorized number of shares of common stock of the Company is 250,000,000 shares with par value per share of $0.00001. Issued and outstanding shares of Common Stock are 46,203,716.
Preferred Stock
Series A – [1] Designation: A series of preferred stock has been designated as Series A Preferred Stock. [2] Liquidation Preference: The holders of the Series A Preferred Stock have no liquidation preference. [3] Dividends: The holders of the Series A Preferred Stock shall not receive dividend. [4] Number: The number of shares is fixed at 1,000; 1,000 shares are authorized, issued and outstanding. [5] Conversion: The Series A Preferred Stock is not convertible into shares of common stock. [7] Voting Rights: The Series A Preferred Stock, collectively, are entitled to that number of votes which shall equal Seventy-five percent (75%) of all eligible votes. There is currently 1 shareholder of record of the company’s Series A Preferred Stock. These shares are accounted at FMV so as to comply with FASB ASC Topic 718 column (e)
NOTE 5 - RELATED PARTY TRANSACTIONS
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| Q3 2019 |
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| Q2 2019 |
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| Q1 2019 |
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| Q4 2018 |
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Compensation. |
| $ | 0 |
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| $ | 0 |
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| $ | 0 |
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| $ | 15,000 |
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NOTE 6 - INCOME TAXES
Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.
A reconciliation of the Company’s effective tax rate to the statutory federal rate is as follows:
The components of the deferred tax assets and liabilities are as follows:
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| September 30, 2019 |
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| December 31, 2018 |
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Deferred tax assets: |
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Net operating loss carryovers |
| $ | 3,553,531 |
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| $ | 3,536,757 |
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Stock-based compensation |
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| - |
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Other temporary differences |
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Total deferred tax assets |
| $ | 3,553,531 |
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| $ | 3,536,757 |
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Valuation allowance |
| $ | (3,553,531 | ) |
| $ | (3,536,757 | ) |
Net deferred tax asset |
| $ | - |
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| $ | - |
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As on the reporting date, the Company had net operating loss carryovers of approximately $3.55 million that may be applied against future taxable income and expires at various dates between 2026 and 2031, subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.
NOTE 7 - RECLASSIFICATIONS
Prior year balances are reclassified to conform to the current year presentation.
NOTE 8 - CONTINGENCIES
The management reviewed with the legal team and concludes that there are no disputes remaining unresolved and hence there are no contingent liabilities as on the reporting date.
NOTE 9 - NOTES PAYABLE
No notes payable is outstanding as on the reporting date.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Plan of Operations (“MD&A”) is intended to assist in understanding our historical results of operations during the periods presented and our financial condition. This MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes to consolidated financial statements and contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Forward-looking statements can be identified by the use of words such as “expect,” “anticipates,” “plans,” “will,” “should,” “could,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially.
Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
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This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required under applicable law. We cannot guarantee future results, levels of activity, performance or achievements.
Results of Operations during the 3 monthsquarter ended September 30, 2019March 31, 2009. as compared to the same period of 3 months in the previous$ 3,289,071 on March 31, 2008. The loss from last year 2018
There was no revenue during the current quarterly period
Expenses during the current quarter totalled $11,909 which isdue to a considerable reduction from $15,000 expenses for the same three months period in the previous year.
The net loss for the current quarter is $11,909, which is also a considerable reduction from $15,000 as the net loss for the same three months period in the previous year.
Liquidity and Capital Resources
While the bank account had very few transactions, the Company is awaiting the audited financials of three special purpose entities as per the Memorandum of understanding (“MOU”) signed in the last quarter. Depending on the values from the audited financials of these three special purpose entities engage in Land Development and construction of Multi-family homes, the terms of which are subject to re-negotiation which may require additional time.
Until the acquisition of the Special Purpose Entities, the liquidity and capital resources of this Company are very little.
Cash Flow from Operating Activities
Net cash from operations for the current quarter is $0, which is the same as in the same period of the three months in the previous year.
Cash Flow from Investing Activities
Net cash provided by investing activities for the current quarter is $0 which is the same as in the same period of the three months in the previous year.
Cash Flow from Financing Activities
Net cash provided by financing activities for the current quarter is $0 which is the same as in the same period of the three months in the previous year.
Off-balance sheet arrangements
The company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
RISK.RISKWe are a “smaller reporting company” as defined by Rule 12b – 2 of the exchange act and are not required to provide information required under this item.
For the current quarter, the Company has few transactions. The book-keepingRules 13a-15(e) and the financial statement preparations were handled by qualified professionals and hence management believes that there are adequate controls and procedures for the current period covered by this report which are effective to ensure that the information required to be disclosed by us in reports filed15d-15(e) under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized(the “Act”)) as of March 31, 2009. Based on this evaluation, our CEO and reported withinCFO concluded that, as of March 31, 2009 our disclosure controls and procedures were not effective. This conclusion was based on the time periods specifiedexistence of the material weaknesses in the SEC’s rules and forms and (ii) accumulated and communicated to our management, as appropriate to allow timely decisions regarding disclosure. It has been determined by our management that the Company has adequate segregation of duties consistent with control objectives and has also adapted various accounting policies in accounting and financial reporting with respect to the requirements and application of GAAP and SEC requirements. The Company has effective controls over the financial disclosure and reporting processes.
Management’s Annual Report on Internal Control over Financial Reporting
The management is responsible for establishing and maintaining adequate internal control over financial reporting as such term ispreviously disclosed and discussed below.
The management conducts quarterly evaluation of the effectiveness of internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, the Company is constantly requiring the experts to improve the system so as to remove any material weakness inmaterially affect, our internal control over financial reporting.
The
In general, there have been no changes in Our management does not possess accounting expertise and hence our system of internal controls over financial reporting during the current periodselection and application of reporting, whileaccounting policies in accordance with generally accepted accounting principles were inadequate and constitute a material weakness in the management has been constantly reviewing and eliminating any areadesign of material weakness. The management assertion is adequate internal control over financial reporting.
This weakness is due to the Company’s lack of working capital to hire additional staff.
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Exhibit No. | Description | Filed Herewith | Previously Filed and Incorporated | |||
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October 25, 2019Feb 15, 2020TreasurerPresident
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