Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 19, 2020 | |
Details | ||
Registrant CIK | 0001122742 | |
Fiscal Year End | --12-31 | |
Registrant Name | FEARLESS FILMS, INC. | |
SEC Form | 10-Q | |
Period End date | Jun. 30, 2020 | |
Tax Identification Number (TIN) | 33-0921357 | |
Number of common stock shares outstanding | 317,543,316 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | true | |
Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-31441 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 467 Edgeley Blvd. | |
Entity Address, Address Line Two | Unit 2 | |
Entity Address, City or Town | Concord | |
Entity Address, State or Province | ON | |
Entity Address, Postal Zip Code | L4K 4E9 | |
City Area Code | 888 | |
Local Phone Number | 928-0184 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash | $ 5,701 | $ 2,779 |
Prepaid expenses | 7,583 | 1,000 |
Total current assets | 13,284 | 3,779 |
Total assets | 13,284 | 3,779 |
Liabilities | ||
Accounts payable | 1,223,486 | 417,199 |
Accrued liabilities | 26,921 | 24,045 |
Loan payable | 366,345 | 339,248 |
Convertible note payable - net of debt discount | 50,000 | 41,555 |
Total current liabilities | 1,666,752 | 822,047 |
Total liabilities | 1,666,752 | 822,047 |
Stockholders deficiency | ||
Preferred stock, $0.001 par value, 20,000,000 authorized. 1,000,000 shares issued and outstanding as at June 30, 2020 and December 31, 2019 | 1,000 | 1,000 |
Common shares | 316,543 | 316,543 |
Common stock to be issued | 555,228 | 0 |
Additional paid-in-capital | 2,576,812 | 2,576,812 |
Accumulated other comprehensive income | 396,792 | 396,853 |
Accumulated deficit | (5,499,843) | (4,109,476) |
Total stockholders deficiency | (1,653,468) | (818,268) |
Total liabilities and stockholders deficiency | $ 13,284 | $ 3,779 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 316,543,317 | 316,543,317 |
Common Stock, Shares, Outstanding | 316,543,317 | 316,543,317 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||||
REVENUE | $ 0 | $ 0 | $ 0 | $ 0 |
EXPENSES | ||||
General and administrative | 716 | 21,272 | 2,124 | 24,866 |
Consulting Expenses | 300,000 | 0 | 600,000 | 0 |
Management fees | 39,781 | 39,562 | 79,129 | 79,078 |
Professional fees | 644,974 | 12,128 | 692,274 | 23,299 |
Total operating expenses | 985,471 | 72,962 | 1,373,527 | 127,243 |
Interest Expense | (5,938) | (1,940) | (11,674) | (3,390) |
Amoritization of debt discount | (3,390) | 0 | (8,445) | 0 |
Exchange (Loss) / Gain | 2,162 | (22,509) | 3,279 | 326 |
Net (loss) income before income taxes | (992,637) | (97,411) | (1,390,367) | (130,307) |
Income taxes | 0 | 0 | 0 | 0 |
Net Income (Loss) | (992,637) | (97,411) | (1,390,367) | (130,307) |
Foreign currency translation adjustment | (4,737) | 21,268 | (61) | (2,042) |
Comprehensive (loss) income | $ (997,374) | $ (76,143) | $ (1,390,428) | $ (132,349) |
(Loss) earnings per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares - basic | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Preferred Stock | ||||||||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Shares, Outstanding, Beginning Balance | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Foreign currency translation adjustment | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Debt Discount - BCF on convertible note payable | 0 | |||||||
Issue of Shares for cash | 0 | |||||||
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Stockholders' Equity Attributable to Parent, Ending Balance | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Shares, Outstanding, Ending Balance | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Common Stock | ||||||||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 |
Shares, Outstanding, Beginning Balance | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 |
Foreign currency translation adjustment | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Debt Discount - BCF on convertible note payable | 0 | |||||||
Issue of Shares for cash | 0 | |||||||
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Stockholders' Equity Attributable to Parent, Ending Balance | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 | $ 316,543 |
Shares, Outstanding, Ending Balance | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 |
Common Stock to be Issued | ||||||||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 0 | ||
Debt Discount - BCF on convertible note payable | 0 | |||||||
Issue of Shares for cash | 555,228 | |||||||
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Stockholders' Equity Attributable to Parent, Ending Balance | $ 555,228 | 0 | 0 | 0 | 0 | 0 | $ 555,228 | 0 |
Shares, Outstanding, Ending Balance | 3,701,520 | 3,701,520 | ||||||
Issue of Shares for cash | 3,701,520 | 3,701,520 | ||||||
Additional Paid-in Capital | ||||||||
Stockholders' Equity Attributable to Parent, Beginning Balance | $ 2,576,812 | 2,576,812 | 2,566,812 | 2,566,812 | 2,566,812 | 2,566,812 | $ 2,576,812 | 2,566,812 |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 0 | ||
Debt Discount - BCF on convertible note payable | 10,000 | |||||||
Issue of Shares for cash | 0 | |||||||
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Stockholders' Equity Attributable to Parent, Ending Balance | 2,576,812 | 2,576,812 | 2,576,812 | 2,566,812 | 2,566,812 | 2,566,812 | 2,576,812 | 2,566,812 |
AOCI Attributable to Parent | ||||||||
Stockholders' Equity Attributable to Parent, Beginning Balance | 401,529 | 396,853 | 397,589 | 396,447 | 375,179 | 398,489 | 396,853 | 398,489 |
Foreign currency translation adjustment | (4,737) | 4,676 | (736) | 1,142 | 21,268 | (23,310) | ||
Debt Discount - BCF on convertible note payable | 0 | |||||||
Issue of Shares for cash | 0 | |||||||
Net Income (Loss) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Stockholders' Equity Attributable to Parent, Ending Balance | 396,792 | 401,529 | 396,853 | 397,589 | 396,447 | 375,179 | 396,792 | 396,447 |
Retained Earnings | ||||||||
Stockholders' Equity Attributable to Parent, Beginning Balance | (4,507,206) | (4,109,476) | (3,658,204) | (3,592,879) | (3,495,468) | (3,462,572) | (4,109,476) | (3,462,572) |
Foreign currency translation adjustment | 0 | 0 | 0 | 0 | 0 | 0 | ||
Debt Discount - BCF on convertible note payable | 0 | |||||||
Issue of Shares for cash | 0 | |||||||
Net Income (Loss) | (992,637) | (397,730) | (451,272) | (65,325) | (97,411) | (32,896) | ||
Stockholders' Equity Attributable to Parent, Ending Balance | (5,499,843) | (4,507,206) | (4,109,476) | (3,658,204) | (3,592,879) | (3,495,468) | (5,499,843) | (3,592,879) |
Stockholders' Equity Attributable to Parent, Beginning Balance | (1,211,322) | (818,268) | (376,260) | (312,077) | (235,934) | (179,728) | (818,268) | (179,728) |
Foreign currency translation adjustment | (4,737) | 4,676 | (736) | 1,142 | 21,268 | (23,310) | (61) | (2,042) |
Debt Discount - BCF on convertible note payable | 10,000 | |||||||
Issue of Shares for cash | 555,228 | 555,228 | 0 | |||||
Net Income (Loss) | (992,637) | (397,730) | (451,272) | (65,325) | (97,411) | (32,896) | (1,390,367) | (130,307) |
Stockholders' Equity Attributable to Parent, Ending Balance | $ (1,653,468) | $ (1,211,322) | $ (818,268) | $ (376,260) | $ (312,077) | $ (235,934) | $ (1,653,468) | $ (312,077) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Income (Loss) | $ (1,390,367) | $ (130,307) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ||
Amortization of debt discount | 8,445 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (6,624) | 6,240 |
Accounts payable | 807,971 | 74,054 |
Accrued liabilities | 3,566 | (3,351) |
Cash used in operating activities | (577,009) | (53,364) |
Net Cash Provided by (Used in) Financing Activities | ||
Issue of Shares for cash | 555,228 | 0 |
Proceeds from Loans Payable | 28,000 | 64,103 |
Cash provided by financing activities | 583,228 | 64,103 |
Net increase (decrease) in cash during the period | 6,219 | 10,739 |
Effect of foreign currency translation | (3,297) | (2,305) |
Cash at beginning | 2,779 | 3,700 |
Cash at end | 5,701 | 12,134 |
Additional cash flow information | ||
Interest paid | 0 | 0 |
Taxes paid | $ 0 | $ 0 |
1. NATURE OF OPERATIONS
1. NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
1. NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Fearless Films, Inc. (the "Company ") was incorporated in the State of Nevada as MYG Corp. on July 06, 2000. The Company changed its name from time to time and its latest name change was from Paw4mance Pet Products International, Inc. to Fearless Films, Inc. effective from November 19, 2014. Pursuant to Share Exchange Agreement dated August 5, 2014 and its subsequent amendments effective from that date, the Company acquired 100% of the issued and outstanding shares of a Canadian based entity, Fearless Films Inc. (“Fearless”) in exchange for 1,000,000 Preferred Shares and 30,000,000 Common Shares of the Company. As a result of the Share Exchange, Fearless is now a wholly-owned subsidiary of the Company. This transaction was accounted for as a reverse merger. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to August 5, 2014 are those of Fearless and are recorded at the historical cost basis. After August 5, 2014, the Company’s consolidated financial statements include the assets and liabilities of both Fearless and the Company and the historical operations of both after that date as one entity. Fearless was incorporated on January 23, 2008 under the laws of the Province of Ontario, Canada. The Company is engaged in providing post production facilities and services and on-site and off-site off-line suites for television series and feature films. Both the Companies did not have any revenue since inception, as these were primarily engaged in the business development activities. Pursuant to Share Exchange Agreement as explained above, the Company also effected a reverse split of its common stock by 1 share for 1,000 shares. |
2. BASIS OF PRESENTATION, MEASU
2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION | 2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair statement of the financial position, results of operations and cash flows for the three months ended June 30, 2020 and 2019 have been included. Operating results for the three months ended June 30, 2020 are not necessarily indicative of the results to be expected for any subsequent interim period or for the year ending December 31, 2020. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Fearless. Significant intercompany accounts and transactions have been eliminated. The financial statements should be read in conjunction with the financial statements for the year ended December 31, 2019. |
3. GOING CONCERN
3. GOING CONCERN | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
3. GOING CONCERN | 3. GOING CONCERN The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses from operations and as at June 30, 2020 and December 31, 2019 and had a working capital deficiency of $1,653,468 and $818,268, respectively and an accumulated deficit of $5,499,843 and $4,109,476, respectively. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional debt or equity investment in the Company. Management is pursuing various sources of financing. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to the Company, in which case there may be substantial doubt that the Company will be able to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the 3. GOING CONCERN (continued) normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence. |
4. SUMMARY OF SIGNIFICANT ACCOU
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash includes cash on hand and balances with banks. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP 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 amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include, fair value of stock options or services offered, deferred income tax assets and related valuation allowance, and accruals. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. Series A are convertible into common, and potentially dilutive. Foreign Currency Translation The functional currency of the parent Company is United States dollar and the functional currency of the subsidiary is Canadian dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. In translating the financial statements of the Company’s Canadian subsidiary from its functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. During the three and six months ended June 30, 2020, the Company incurred $288 and $940 respectively (2019: $2,230 and $4,024 respectively) in advertising and marketing costs included in General and Administrative costs. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method. Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows since the Company has not started earning any revenue. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● ● ● In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instrument. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Convertible Notes Payable The Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 718. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company has adopted this pronouncement effective January 1, 2020 with no material impact for the Company on the consolidated financial statements given no fair value measurements at this time. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company has adopted this pronouncement effective January 1, 2019 with no material impact for the Company on the consolidated financial statements given no outstanding equity awards. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises the accounting related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is an emerging growth company and, under the optional 1-year deferral, the Company has adopted this pronouncement effective January 1, 2020 with no material impact for the Company on the consolidated financial statements given no leases at this time. |
5. ACCOUNTS PAYABLE
5. ACCOUNTS PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
5. ACCOUNTS PAYABLE | 5. ACCOUNTS PAYABLE As at June 30, 2020, total accounts payable include $264,361 payable to directors of the Company and $874,850 payable for business advisory and consulting services pursuant to Note 10. |
6. LOANS PAYABLE
6. LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
6. LOANS PAYABLE | 6. LOANS PAYABLE During the six months ended June 30, 2020, the Company entered into loan agreements with third parties and shareholders and raised in total gross proceeds of $28,000 (June 30, 2019: $64,103). All loans are unsecured, interest free and repayable on demand within 180 days of written notice of such demand. Implied interest at the rate of 5% per annum has been accrued on all loans outstanding as of June 30, 2020. As at June 30, 2020, accrued liabilities include implied interest on loans payable of $18,175. |
7. CONVERTIBLE NOTES PAYABLE
7. CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
7. CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE On December 3, 2019 the Company issued a $50,000 convertible promissory note to Crown Bridge Partners, LLC as a commitment fee in connection with an Equity Purchase Agreement as explained in Note 8. The convertible promissory note matures, in six months from date of issue, on June 3, 2020 may not be prepaid, bears interest at the rate of ten percent (10%) per annum, and is convertible at any time by the holder for all or any part of the outstanding principal amount and 7. CONVERTIBLE NOTES PAYABLE (continued) accrued interest into shares of the Company’s common stock at the conversion price of $0.25 per share. Any outstanding principal amount and accrued interest as at maturity date bears interest at the rate of twelve percent (12%) per annum.The note bears a beneficial conversion feature given the conversion price of the note is below market price at time of issue. The total discount of $10,000 is to be amortized over the term of the note. During the three and six months ended June 30, 2020, $3,390 and $8,445 respectively, (2019: $nil and $nil respectively) has been amortized to the statement of operations. Due to the uncertain future term in which the equity line would be utilized, the full value of the convertible note of $50,000 was expensed as a financing cost on the date of issuance of note. During the three and six months ended June 30, 2020, an interest amount of $1,364 and $2,610 (2019: $nil and $nil respectively) has been accrued on the convertible note. As at June 30, 2020 the convertible promissory note and interest accrued remain unpaid. On July 23, 2020, the Company issued 1,000,000 shares of common stock pursuant to a settlement agreement for the outstanding convertible note. The common shares were issued in consideration of the outstanding principal amount of the note and accrued interest. |
8. STOCKHOLDERS' DEFICIENCY
8. STOCKHOLDERS' DEFICIENCY | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
8. STOCKHOLDERS' DEFICIENCY | 8. STOCKHOLDERS’ DEFICIENCY Share Exchange Agreement As explained in Note 1 to the consolidated financial statements, on August 5, 2014 the Company acquired 100% of the issued and outstanding shares of Fearless Films Inc. (“Fearless”) in exchange for 1,000,000 Preferred Shares and 30,000,000 Common Shares of the Company. As a result, Fearless became a wholly owned subsidiary of the Company. Authorized stock The Company is authorized to issue 500,000,000 common shares with a par value of $0.001 and 20,000,000 preferred shares with a par value of $0.001. Common Stock As explained in Note 1 to the consolidated financial statements, on September 23, 2014, the Board of Directors and stockholders of the Company approved a Certificate of Amendment to its Articles of Incorporation for a 1:1000 Reverse split of its Common Stock with shares rounded up to the nearest whole number. The Reverse split solely effected the issued and outstanding Common Stock and did not have any effect on the Authorized Common Stock. As a result of the Reverse split, the issued and outstanding Common Stock of the Company decreased from 155,085,275 shares prior to the Reverse split to 155,289 shares following the Reverse split. On December 3, 2019 the Company entered into a $5,000,000 equity purchase agreement with Crown Bridge Partners and this was finalized on December 12, 2019. Under the terms of the agreement, the Company may put to the investor shares of the Company common stock in minimums of $10,000 to maximums of either $175,000 or 200% of the average trading volume, whichever is less. The agreement may be terminated at any time by the Company or when the total commitment of shares is sold by the Company to the investor. As part of the agreement, the Company issued a $50,000 convertible promissory note convertible at $0.25 per share as a commitment fee (Note 7). 8. STOCKHOLDERS’ DEFICIENCY On June 1, 2020, the Company entered into private placement agreements with shareholders for issue of 6,666,667 shares at a price of $0.15 per common share for a total of $1,000,000 gross proceeds. As at June 30, 2020 gross proceeds received are $506,850 and the respective 3,379,000 shares are included in common stock to be issued. On June 1, 2020, the Company entered into a private placement agreement with a third party for issue of 3,333,333 shares at a price of $0.15 per common share for a total of $500,000 gross proceeds of. As at June 30, 2020 gross proceeds received are $48,378 and the respective 322,520 shares are included in common stock to be issued. On June 15, 2020, the Company announced their decision to purchase the film “The Lunatic” from the President and CEO of the operating subsidiary. The purchase price will be in the form of common shares and the number of shares will be set by an independent appraisal of the film expected to take place during the second half of 2020. On June 17, 2020, the Company announced the acquisition of FilmOla.com, a website for aficionados of film and which can provide a platform for distribution for the Company’s media properties. Payment for this acquisition will be in the form of 1,000,000 common shares of the Company at a value of $0.12 per share and closing of the acquisition is expected to take place during the third quarter of 2020. On June 24, 2020, the Company announced the acquisition of the short film “Only Minutes” from its creator. Payment for this acquisition will be in the form of 200,000 common shares of the Company at a value of $0.12 per share and closing of the acquisition is expected to take place during the third quarter of 2020. As at June 30, 2020 and December 31, 2019, the Company has 316,543,317 issued and outstanding common stock (comprising 297,891,880 restricted stock and 18,651,437 unrestricted stock). Preference Stock On June 25, 2014, the Board of Directors authorized the following designations for the class of 20,000,000 Preference Shares of the Company of $ 0.001 par value per share: · Each Preference Share of Series A shall have 100 votes over that of each Common share and shall have rights convertible to 10 Common Shares. · Each Preference Share of Series B shall have no voting rights or power and shall have rights convertible to 10 Common Shares On August 5, 2014, the Company issued 1,000,000 Preference Stock Series “A” pursuant to Share Exchange Agreement. As at June 30, 2020 and December 31, 2019, the Company has 1,000,000 outstanding restricted Preference Stock. |
9. RELATED PARTY TRANSACTIONS A
9. RELATED PARTY TRANSACTIONS AND BALANCES | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
9. RELATED PARTY TRANSACTIONS AND BALANCES | 9. RELATED PARTY TRANSACTIONS AND BALANCES The Company’s transactions with related parties were carried out on normal commercial terms and in the course of the Company’s business. Other than those disclosed elsewhere in the financial statements, the related party transactions and balances are as follows: On April 1, 2017, the Company entered into a consulting agreement with a shareholder. Pursuant to this agreement, the compensation is $8,200 per month and the duration of the of the agreement is open until terminated by either party. These fees are included in the Management Fees. On January 1, 2019, the Company entered into a consulting agreement with a shareholder. Pursuant to this agreement, the compensation is $5,000 per month and the duration of the agreement is open until terminated by either party. These fees are included in the Management Fees. On October 1, 2019, the Company entered into a loan agreement for $99,000 with a shareholder who is also the brother of the President and CEO of the operating subsidiary. On November 1, 2019, the Company entered into a loan agreement for $85,000 with a shareholder who is also the brother of the President and CEO of the operating subsidiary. Pursuant to the loan agreement, the loan is unsecured, interest free and repayable on demand within 180 days of written notice of such demand. On January 1, 2020, the Company entered into a loan agreement for $28,000 with a shareholder who is also the brother of the President and CEO of the operating subsidiary. Pursuant to the loan agreement, the loan is unsecured, interest free and repayable on demand within 180 days of written notice of such demand. On June 1, 2020, the Company entered into a share subscription agreement for 2,333,333 common shares of the Company at $0.15 per share for a total of $350,000, with a shareholder who is also the brother of the President and CEO of the operating subsidiary. On June 15, 2020, the Company announced their decision to purchase the film “The Lunatic” from the President and CEO of the operating subsidiary. The purchase price will be in the form of common shares and the number of shares will be set by an independent appraisal of the film expected to take place during the second half of 2020. Management fees for the three and six months ended June 30, 2020 represent charges from directors of $39,781 and $79,129 respectively (2019: $39,562 and $79,078 respectively). Accounts payable as at June 30, 2020 and December 31, 2019 include $264,361 and $211,698, respectively, due to the directors in connection with management fees. As at June 30, 2020, all loans from related parties remain unpaid. |
10. COMMITMENTS
10. COMMITMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
10. COMMITMENTS | 10. COMMITMENTS On September 25, 2019, the Company entered into an agreement with a company who is to provide business advisory and consulting services to the Company for $100,000 per month. The initial term of the agreement was for a period beginning October 7, 2019 and ending November 6, 2019. At the end of each month, the contract shall renew for an additional month unless terminated prior to the 1 st 10. COMMITMENTS (continued) During the three and six months ended June 30, 2020, the Company incurred $300,000 and $600,000 respectively (2019: $nil and $nil respectively) in business advisory and consulting services costs included in Consulting Expenses. As at June 30, 2020, $755,000 remains unpaid and included in accounts payable. On May 11, 2020, the Company entered into an agreement with a company who is to assist with investor relations efforts aimed at increasing the investment community’s awareness of Fearless Films (OTC: FERL). Fees for these services are to be mutually agreed as and when services are provided, and the agreement will remain valid unless terminated prior to the 1 st During the three and six months ended June 30, 2020, the Company incurred $616,000 and $616,000 respectively in investor relations costs included in professional fees. As at June 30, 2020, $119,850 remains unpaid and included in accounts payable. |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Notes | |
11. SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to August 19, 2020, the date the consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: On July 1, 2020, the Company entered into a private placement agreement for 3,333,334 common shares at $0.15 per share for total proceeds of $500,000. On July 23, 2020 the Company entered into a settlement agreement for the outstanding convertible note. The total outstanding principal amount and accrued interest thereon would be settled in exchange for 1,000,000 common stock shares. As of August 19, 2020, these shares have been issued. On July 27, 2020 the Company agreed to acquire all rights and interests to “In The Lair” in exchange for common shares of the company. The transaction is expected to close during the third quarter of 2020. The purchase price is two-hundred thousand common shares. During July 2020, pursuant to the private placement agreements signed in June and July 2020, the Company received gross proceeds of $440,665. As of August 19, 2020, no shares have yet been issued. The occurrence of the COVID-19 pandemic may negatively affect our business, financial condition and results of operations. We are in the early stages of developing our business plan of building a revenue-producing film service business and becoming an independent producer of television and movie content. Because our business is customer driven, our revenue requirements will be reviewed and adjusted based on future revenues. Expenses associated with operating as a public company are included in management’s budget. The occurrence of an uncontrollable event such as the COVID-19 pandemic is likely to negatively affect our operations. A pandemic such as COVID-19 can result in social distancing, travel bans and quarantines, which can lead to limited access to customers, management, support staff, consultants and professional advisors. These, in turn, will not only impact our operations, financial condition and demand for our services and products, but our overall ability to react timely to mitigate the impact of the event. It may also substantially hamper our efforts to provide investors with timely information and our ability to comply with filing obligations with the SEC. |
4. SUMMARY OF SIGNIFICANT ACC_2
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes cash on hand and balances with banks. |
4. SUMMARY OF SIGNIFICANT ACC_3
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP 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 amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include, fair value of stock options or services offered, deferred income tax assets and related valuation allowance, and accruals. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
4. SUMMARY OF SIGNIFICANT ACC_4
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) Per Share (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. Series A are convertible into common, and potentially dilutive. |
4. SUMMARY OF SIGNIFICANT ACC_5
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the parent Company is United States dollar and the functional currency of the subsidiary is Canadian dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. In translating the financial statements of the Company’s Canadian subsidiary from its functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
4. SUMMARY OF SIGNIFICANT ACC_6
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising and Marketing Costs (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred. During the three and six months ended June 30, 2020, the Company incurred $288 and $940 respectively (2019: $2,230 and $4,024 respectively) in advertising and marketing costs included in General and Administrative costs. |
4. SUMMARY OF SIGNIFICANT ACC_7
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single set of guidelines for revenue recognition to be used across all industries and requires additional disclosures. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the updated guidance effective January 1, 2018 using the full retrospective method. Under ASC 606, in order to recognize revenue, the Company is required to identify an approved contract with commitments to preform respective obligations, identify rights of each party in the transaction regarding goods to be transferred, identify the payment terms for the goods transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable. The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows since the Company has not started earning any revenue. |
4. SUMMARY OF SIGNIFICANT ACC_8
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● ● ● In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instrument. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
4. SUMMARY OF SIGNIFICANT ACC_9
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Convertible Notes Payable (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Convertible Notes Payable | Convertible Notes Payable The Company accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
4. SUMMARY OF SIGNIFICANT AC_10
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 718. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
4. SUMMARY OF SIGNIFICANT AC_11
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company has adopted this pronouncement effective January 1, 2020 with no material impact for the Company on the consolidated financial statements given no fair value measurements at this time. 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In June 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718, Compensation - Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company has adopted this pronouncement effective January 1, 2019 with no material impact for the Company on the consolidated financial statements given no outstanding equity awards. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This guidance revises the accounting related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions. This ASU is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company is an emerging growth company and, under the optional 1-year deferral, the Company has adopted this pronouncement effective January 1, 2020 with no material impact for the Company on the consolidated financial statements given no leases at this time. |
1. NATURE OF OPERATIONS (Detail
1. NATURE OF OPERATIONS (Details) | 6 Months Ended |
Jun. 30, 2020shares | |
Details | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Jul. 6, 2000 |
Issuance of shares pursuant to share exchange, Shares | 30,000,000 |
Stockholders' Equity, Reverse Stock Split | Pursuant to Share Exchange Agreement as explained above, the Company also effected a reverse split of its common stock by 1 share for 1,000 shares |
3. GOING CONCERN (Details)
3. GOING CONCERN (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Details | ||
Working Capital Deficit | $ 1,653,468 | $ 818,268 |
Accumulated deficit | $ (5,499,843) | $ (4,109,476) |
4. SUMMARY OF SIGNIFICANT AC_12
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Advertising and Marketing Costs (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||
Marketing and Advertising Expense | $ 288 | $ 940 |
5. ACCOUNTS PAYABLE (Details)
5. ACCOUNTS PAYABLE (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Details | ||
Accounts Payable, Related Parties, Current | $ 264,361 | $ 211,698 |
Accounts Payable, business advisory and consulting services, current | $ 874,850 |
6. LOANS PAYABLE (Details)
6. LOANS PAYABLE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Details | ||
Proceeds from Loans Payable | $ 28,000 | $ 64,103 |
Implied interest on loans payable | $ 18,175 |
7. CONVERTIBLE NOTES PAYABLE (D
7. CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Details | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 50,000 | ||||
Debt Discount - BCF on convertible note payable | $ 10,000 | ||||
Amortization of debt discount | $ 3,390 | $ 0 | 8,445 | $ 0 | |
Debt Issuance Costs Incurred During Noncash or Partial Noncash Transaction | 50,000 | ||||
Debt Instrument, Increase, Accrued Interest | $ 1,364 | $ 0 | $ 2,610 | $ 0 |
8. STOCKHOLDERS' DEFICIENCY (De
8. STOCKHOLDERS' DEFICIENCY (Details) - USD ($) | 6 Months Ended | |||||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 23, 2014 | |
Issuance of shares pursuant to share exchange, Shares | 30,000,000 | |||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Equity Purchase Agreement | $ 5,000,000 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 50,000 | |||||||
Common Stock, Shares, Outstanding | 316,543,317 | 316,543,317 | ||||||
Common Stock, Shares, Issued | 316,543,317 | 316,543,317 | ||||||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | ||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | ||||||
Series A Preferred Stock | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||
Preferred Stock, Shares Issued | 1,000,000 | |||||||
Series B Preferred Stock | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||
Common Stock | ||||||||
Shares, Outstanding | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 316,543,317 | 155,289 |
9. RELATED PARTY TRANSACTIONS_2
9. RELATED PARTY TRANSACTIONS AND BALANCES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Management fees | $ 39,781 | $ 39,562 | $ 79,129 | $ 79,078 | |
Accounts Payable, Related Parties, Current | 264,361 | 264,361 | $ 211,698 | ||
Shareholder (1) | |||||
Management fees | 8,200 | ||||
Shareholder (2) | |||||
Management fees | 5,000 | ||||
Shareholder (3) | |||||
Accounts Payable, Related Parties, Current | 99,000 | 99,000 | |||
Shareholder (4) | |||||
Accounts Payable, Related Parties, Current | 85,000 | 85,000 | |||
Shareholder (5) | |||||
Accounts Payable, Related Parties, Current | $ 350,000 | $ 350,000 |
10. COMMITMENTS (Details)
10. COMMITMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Monthly commitment for business advisory and consulting services | $ 100,000 | |||
Consulting Expenses | $ 300,000 | $ 0 | 600,000 | $ 0 |
Accounts Payable, business advisory and consulting services, current | 874,850 | 874,850 | ||
Commitment 1 | ||||
Consulting Expenses | 300,000 | $ 0 | 600,000 | $ 0 |
Accounts Payable, business advisory and consulting services, current | 755,000 | 755,000 | ||
Commitment 2 | ||||
Consulting Expenses | 616,000 | 616,000 | ||
Accounts Payable, business advisory and consulting services, current | $ 119,850 | $ 119,850 |