Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | ENVIRONMENTAL CONTROL CORP. | |
Entity Central Index Key | 0001284454 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 12,508,011 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 0 | $ 0 |
TOTAL CURRENT ASSETS | 0 | 0 |
Other Assets | 0 | 0 |
TOTAL ASSETS | 0 | 0 |
CURRENT LIABILITIES | ||
Accounts Payable | 77,186 | 53,804 |
Accrued Liabilities | 1,625 | 1,625 |
Accrued Interest - Convertible Debenture | 51,868 | 48,118 |
Accrued Interest - Convertible Debenture--Related Parties | 591,134 | 546,938 |
Advances from Related Parties | 51,501 | 51,501 |
Convertible Debentures | 50,000 | 50,000 |
Convertible Debentures - Related Parties | 589,296 | 589,296 |
TOTAL LIABILITIES | 1,412,610 | 1,341,282 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
STOCKHOLDER'S EQUITY | ||
Common stock (200,000,000 shares authorized; $.001 par value; 105,569,068 shares issued and outstanding at September 30, 2020 and December 31, 2019) | 111,945 | 111,945 |
Common Stock to be Issued | 2,282 | 2,282 |
Additional Paid in Capital | 1,599,855 | 1,599,855 |
Retained Earnings/(Accumulated Deficit) | (3,126,692) | (3,055,364) |
TOTAL STOCKHOLDER'S EQUITY (DEFICIT) | (1,412,610) | (1,341,282) |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT) | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 08, 2010 |
BALANCE SHEETS | |||
Common stock, shares par value | $ 0.001 | $ 0.001 | |
Common stock shares authorized | 200,000,000 | 200,000,000 | |
Common stock shares issued | 105,569,068 | 105,569,068 | 75,000 |
Common stock shares outstanding | 105,569,068 | 105,569,068 |
STATEMENT OF OPERATIONS (UNAUDI
STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUE: | ||||
Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Total Revenue | 0 | 0 | 0 | 0 |
OPERATING EXPENSES: | ||||
Professional Fees | 21,175 | 1,675 | 21,175 | 10,175 |
Consulting Fees | 0 | 0 | 0 | 9,000 |
Other Selling, General and Admin | 2,207 | 0 | 2,207 | 1,150 |
Total Costs and Expenses | 23,382 | 1,675 | 23,382 | 20,325 |
Loss from Continuing Operations | (23,382) | (1,675) | (23,382) | (20,325) |
OTHER INCOME (EXPENSE) | ||||
Interest Income | 0 | 0 | 0 | 0 |
Interest Expense | (15,982) | (15,982) | (47,946) | (47,946) |
NET LOSS BEFORE TAX | (39,364) | (17,657) | (71,328) | (68,271) |
Provision for Income Tax | 0 | 0 | 0 | 0 |
NET LOSS | $ (39,364) | $ (17,657) | $ (71,328) | $ (68,271) |
Basic Loss per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted Loss per Common Share | $ 0 | $ 0 | $ 0 | $ 0 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Total | Common Stock | Common Stock To Be Issued | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2018 | 105,569,068 | ||||
Balance, amount at Dec. 31, 2018 | $ (1,277,444) | $ 111,945 | $ 2,282 | $ 1,579,530 | $ (29,712,201) |
Contributions to pay for expenses | 0 | 0 | 0 | 0 | 0 |
Net Loss | (68,271) | $ 0 | 0 | 0 | (68,271) |
Balance, shares at Sep. 30, 2019 | 105,569,068 | ||||
Balance, amount at Sep. 30, 2019 | (1,345,715) | $ 111,945 | 2,282 | 1,579,530 | (3,039,472) |
Balance, shares at Dec. 31, 2019 | 105,569,068 | ||||
Balance, amount at Dec. 31, 2019 | (1,341,282) | $ 111,945 | 2,282 | 1,599,855 | (3,055,364) |
Contributions to pay for expenses | 0 | 0 | 0 | 0 | 0 |
Net Loss | (71,328) | $ 0 | 0 | 0 | (71,328) |
Balance, shares at Sep. 30, 2020 | 105,569,068 | ||||
Balance, amount at Sep. 30, 2020 | $ (1,412,610) | $ 111,945 | $ 2,282 | $ 1,599,855 | $ (3,126,692) |
STATEMENT OF CASH FLOWS (UNAUDI
STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (71,328) | $ (68,271) |
Issuance of Common Stock for Services and Expenses | 0 | 0 |
(Increase)/Decrease in Accounts Receivable | 0 | 0 |
(Decrease) in Accounts Payable and Accruals | 71,328 | 47,946 |
Due to Related Parties | 0 | 0 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 0 | (20,325) |
CASH FLOWS TO/(FROM) INVESTING ACTIVITIES: | ||
Purchases | 0 | 0 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 0 | 0 |
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES: | ||
Contributions to Capital | 0 | 18,650 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 0 | 20,325 |
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 |
CASH AND CASH EQUIVALENTS, | ||
BEGINNING OF THE PERIOD | 0 | 0 |
END OF THE PERIOD | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest | 0 | 0 |
Taxes | $ 0 | $ 0 |
BUSINESS ACTIVITY
BUSINESS ACTIVITY | 9 Months Ended |
Sep. 30, 2020 | |
BUSINESS ACTIVITY | |
NOTE A - BUSINESS ACTIVITY | Environmental Control Corp. (the "Company”) was organized under the laws of the State of Nevada on February 17, 2004 under the name Boss Minerals, Inc., and effective April 13, 2006, changed its name to Environmental Control Corp. The Company’s fiscal year end is December 31 st |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2020 | |
GOING CONCERN | |
NOTE B - GOING CONCERN | The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $3,126,692 and cash used in operations of $0 as of September 30, 2020. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for the 12 months from the date when these financial statements were issued. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty. To address these aforementioned, management has undertaken the following initiatives: 1) enter into discussions to secure additional equity funding from current or new shareholders; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements and minimum expenditure commitments; 3) continue their focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation- The financial statements included herein were prepared under Generally Accepted Accounting Principles (GAAP). All adjustments have been made which in the opinion of management are necessary, normal, and recurring in nature for presentation. Interim filings should be read in conjunction with the Company’s annual report as of December 31, 2019. Cash and Cash Equivalents- For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. Management’s Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business. Revenue Recognition- The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and Comprehensive Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. Deferred Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Fair Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments. Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of September 30, 2020, and 2019 the balance in Accounts Receivable was $0 and $0. Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended September 30, 2020 and 2019. Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Fair Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at September 30, 2020 and 2019. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2020, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended September 30, 2020 and 2019. Recently Issued Accounting Pronouncements In September 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on our accounting and disclosures. January 2019, the FASB issued ASU 2016-02, Leases (Topic 842) – ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize, in the statement of financial position, a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018 with a one-year deferral for Emerging Growth Companies, including interim periods within those fiscal years (i.e. January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all non-public business entities upon issuance. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2020 | |
SEGMENT REPORTING | |
NOTE D - SEGMENT REPORTING | The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of September 30, 2020 and 2019. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2020 | |
CAPITAL STOCK | |
NOTE E - CAPITAL STOCK | The Company is authorized to issue 200,000,000 Common Shares at $.001 par value per share. Total issued and outstanding shares of common stock is 105,569,068 and 105,569,068 as of September 30, 2020 and 2019, respectively. Total capital contributions in the amount of $20,325 have been given to the Company to cover expenses incurred as of September 30, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE F - RELATED PARTY TRANSACTIONS | The Company has paid $0 and $0 in management fees for the periods ending September 30, 2020 and 2019, respectively. |
CONVERTIBLE DEBENTURES ISSUED T
CONVERTIBLE DEBENTURES ISSUED TO RELATED PARTIES | 9 Months Ended |
Sep. 30, 2020 | |
CONVERTIBLE DEBENTURES ISSUED TO RELATED PARTIES | |
NOTE G - CONVERTIBLE DEBENTURES ISSUED TO RELATED PARTIES | a) On July 30, 2008, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company. The Company received $36,376 which bears interest at 10% per annum and is due five years from the advancement date. No interest shall be payable for the first year from the advancement date but shall accrue from the advancement date and all accrued interest shall be payable annually, on the subsequent anniversaries of the advancement date. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.17 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $6,419 as additional paid in capital and reduced the carrying value of the convertible debenture to $29,957. The carrying value was accreted over the term of the convertible debenture up to its face value of $36,376. As of September 30, 2020, the carrying values of the convertible debenture and accrued convertible interest payable thereon were $36,376 and $44,290, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. b) On October 16, 2008, the Company entered into a convertible debenture agreement with the former President of the Company. The Company received $50,000 which bears interest at 10% per annum and is due five years from the advancement date. No interest shall be payable for the first year from the advancement date but shall accrue from the advancement date and all accrued interest shall be payable annually, on the subsequent anniversaries of the advancement date. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.07 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $14,286 as additional paid-in capital and reduced the carrying value of the convertible debenture to $35,714. The carrying value was accreted over the term of the convertible debenture up to its face value of $50,000. As of September 30, 2020, the carrying values of the convertible debenture and accrued convertible interest thereon were $50,000 and $59,811, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. c) On April 9, 2009, the Company entered into a convertible loan agreement with a company controlled by directors of the Company. The Company received $202,920 which bears interest at 10% per annum and is due five years from the advancement date. No interest shall accrue for the first year from the advancement date but shall begin to accrue on the second anniversary of the advancement date and all accrued interest shall be payable annually, on the subsequent anniversaries of the advancement date. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.06 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $101,460 as additional paid-in capital and reduced the carrying value of the convertible debenture to $101,460. The carrying value was accreted over the term of the convertible debenture up to its face value of $202,920. As of September 30, 2020, the carrying value of the convertible debenture and accrued convertible interest thereon were $202,920 and $212,282, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. d ) On December 31, 2009, the Company entered into a convertible loan agreement with a company controlled by the former President of the Company. The Company received $50,000 which bears interest at 10% per annum and is due five years from the advancement date. Interest shall accrue from the advancement date and shall be payable on the fifth anniversary of the advancement date. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.05 per share. As of September 30, 2020, the carrying value of the convertible debenture and accrued convertible interest thereon were $50,000 and $53,661, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. e) On July 15, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company. The Company received $50,000 which is due five years from the advancement date. The loan shall be interest free for the first year, after which it shall bear interest at a rate of 10% per annum. The accrued interest shall be payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0,035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $7,143 as additional paid-in capital and reduced the carrying value of the convertible debenture to $42,857. The carrying value will be accreted over the term of the convertible debenture up to its face value of $50,000. As of September 30, 2020, the carrying value of the convertible debenture and accrued interest thereon were $50,000 and $45,979, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. f) On November 30, 2010, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company. The Company received $50,000 which is due five years from the advancement date. The loan shall be interest free for the first year, after which it shall bear interest at a rate of 10% per annum. The accrued interest shall be payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0,035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $21,429 as additional paid-in capital and reduced the carrying value of the convertible debenture to $28,571. The carrying value will be accreted over the term of the convertible debenture up to its face value of $50,000. As of September 30, 2020, the carrying value of the convertible debenture and accrued interest thereon were $50,000 and $44,120, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. g) On April 21, 2011, the Company entered into a convertible debenture agreement with a company controlled by the former President of the Company. The Company received $50,000 which is due five years from the advancement date. The loan shall be interest free for the first year, after which it shall bear interest at a rate of 10% per annum. The accrued interest shall be payable annually on the anniversaries of the advancement date, commencing on the second anniversary. The loan is secured by a patent held by the Company. Proceeds of the loan are to be used to continue with current business development activities. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $.035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $28,571 as additional paid-in capital and reduced the carrying value of the convertible debenture to $21,429. The carrying value has been accreted over the term of the convertible debenture up to its face value of $50,000. As of September 30, 2020, the carrying value of the convertible debenture and accrued interest thereon were $50,000 and $42,193, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. h) On August 29, 2011, the Company entered into a convertible debenture agreement with a company controlled by a former Vice President of the Company. The Company received $100,000 which is due five years from the advancement date. The loan shall be interest free for the first year, after which it shall bear interest at a rate of 10% per annum. The accrued interest shall be payable annually on the anniversaries of the advancement date, commencing on the second anniversary. Proceeds of the loan are to be used to continue with current business development activities. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $.025 per share. As of September 30, 2020, the carrying value of the convertible debenture and accrued interest thereon were $100,000 and $88,799, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. |
ADVANCES FROM RELATED PARTIES
ADVANCES FROM RELATED PARTIES | 9 Months Ended |
Sep. 30, 2020 | |
ADVANCES FROM RELATED PARTIES | |
NOTE H - ADVANCES FROM RELATED PARTIES | a) On December 9, 2008, the Company received $25,000 from a company controlled by the former President of the Company. The amount owing is unsecured, non-interest bearing, and has no specified repayment terms. As of September 30, 2020, the Company owed this Company $1,501 for payment of expenses on behalf of the Company. b) On September 5, 2008, the Company entered into a loan agreement with a company controlled by the former President of the Company. The Company received $25,000 which is non-interest bearing and is due five years from the advancement date. As of September 30, 2020, the loan payable was $25,000. |
CONVERTIBLE DEBENTURE
CONVERTIBLE DEBENTURE | 9 Months Ended |
Sep. 30, 2020 | |
NOTE I - CONVERTIBLE DEBENTURE | On May 18, 2010, the Company entered into a convertible loan agreement. The Company received $50,000 which bears interest at 10% per annum and is due five years from the advancement date. Interest shall accrue from the advancement date and shall be payable on the fifth anniversary of the advancement date. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of $0.035 per share. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $21,429 as additional paid-in capital and reduced the carrying value of the convertible debenture to $28,571. The carrying value was accreted over the term of the convertible debenture up to its face value of $50,000. As of September 30, 2020, the carrying values of the convertible debenture and accrued convertible interest thereon were $50,000 and $51,868, respectively. The Company can repay any portion of the loan and accrued interest at any time without penalty. |
SHARE PURCHASE WARRANTS
SHARE PURCHASE WARRANTS | 9 Months Ended |
Sep. 30, 2020 | |
SHARE PURCHASE WARRANTS | |
NOTE J - SHARE PURCHASE WARRANTS | As of September 30, 2020, no common share purchase warrants were outstanding. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS | |
NOTE K - COMMITMENTS | On July 1, 2009, the Company entered into an investor relations agreement. Pursuant to the agreement, the Company agreed to pay a fee of $ 1,000 per month for a period of six months beginning on August 1, 2009 and ending January 1, 2010. The Company must also issue 75,000 shares within 7 days of signing the agreement. Any payments over 45 days will be subject to a penalty fee of 10% per week. On February 8, 2010, the Company issued 75,000 shares of common stock, which was included in common stock to be issued at December 31, 2009 at a value of $2,282. On January 1, 2010, the agreement was extended for twelve months and the Company will issue an additional 75,000 shares. On January 1, 2011, the agreement was extended for twelve months for no additional consideration and can be cancelled by either party by giving one month written notice. As of September 30, 2020, the additional shares have not been issued and have been included in common stock to be issued at a value of $2,282. |
INCOME TAX
INCOME TAX | 9 Months Ended |
Sep. 30, 2020 | |
INCOME TAX | |
NOTE L - INCOME TAX | The Company provides for income taxes under (now included under Accounting Standards Codification (ASC), 740), Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. For Federal income tax purposes, the Company has net operating loss carry forwards that expire through 2030. The net operating loss carry forward as of September 30, 2020 is approximately $3,120,000 and as of September 30, 2019 is $3,030,000 approximately. The total deferred tax asset is approximately $655,200 and $636,300 for the periods ending September 30, 2020 and 2019, respectively. No tax benefit has been reported in the financial statements because after evaluating our own potential tax uncertainties, the Company has determined that there are no material uncertain tax positions that have a greater than 50% likelihood of reversal if the Company were to be audited. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons: The Company is not obligated to pay State Income Taxes because it is a Nevada corporation. The Company does not currently have any tax returns open for examination. |
SUBSEQUENTMATERIAL EVENTS
SUBSEQUENTMATERIAL EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
SUBSEQUENTMATERIAL EVENTS | |
NOTE M - SUBSEQUENT/MATERIAL EVENTS | Subsequent Events The Company evaluated for subsequent events through the issuance date of the Company’s financial statements and has determined no subsequent events have occurred. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The financial statements included herein were prepared under Generally Accepted Accounting Principles (GAAP). All adjustments have been made which in the opinion of management are necessary, normal, and recurring in nature for presentation. Interim filings should be read in conjunction with the Company’s annual report as of December 31, 2019. |
Cash and Cash Equivalents | For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. |
Management's Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business. |
Revenue Recognition | The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and |
Comprehensive Income (Loss) | The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. |
Net Income per Common Share | Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. |
Deferred Taxes | The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. |
Fair Value of Financial Instruments | The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments. |
Accounts Receivable | Accounts deemed uncollectible are written off in the year they become uncollectible. As of September 30, 2020, and 2019 the balance in Accounts Receivable was $0 and $0. |
Impairment of Long-Lived Assets | The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended September 30, 2020 and 2019. |
Stock-Based Compensation | The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Fair Value for Financial Assets and Financial Liabilities | The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at September 30, 2020 and 2019. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2020, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended September 30, 2020 and 2019. |
Recently Issued Accounting Pronouncements | In September 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on our accounting and disclosures. January 2019, the FASB issued ASU 2016-02, Leases (Topic 842) – ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize, in the statement of financial position, a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018 with a one-year deferral for Emerging Growth Companies, including interim periods within those fiscal years (i.e. January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all non-public business entities upon issuance. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
GOING CONCERN | ||
Accumulated Deficit | $ (3,126,692) | $ (3,055,364) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Accounts Receivable | $ 0 | $ 0 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Feb. 08, 2010 | |
CAPITAL STOCK | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 105,569,068 | 105,569,068 | |
Common stock, shares issued | 105,569,068 | 105,569,068 | 75,000 |
Capital Contributions | $ 0 | $ 18,650 | |
Capital contribution to cover expenses | $ 20,325 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative)) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
RELATED PARTY TRANSACTIONS | ||
Management fees | $ 0 | $ 0 |
CONVERTIBLE DEBENTURES ISSUED_2
CONVERTIBLE DEBENTURES ISSUED TO RELATED PARTIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accrued convertible interest payable | $ 51,868 | |
Convertible debentures | 50,000 | $ 50,000 |
Convertible Debt [Member] | August 29, 2011 [Member] | ||
Proceeds from convertible debt | $ 100,000 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 88,799 | |
Convertible debentures | $ 100,000 | |
Conversion price | $ .025 | |
Convertible Debt [Member] | April 21, 2011 [Member] | ||
Proceeds from convertible debt | $ 50,000 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 42,193 | |
Convertible debentures | $ 50,000 | |
Conversion price | $ .035 | |
Beneficial conversion feature as additional paid in capital | $ 28,571 | |
Carrying value of convertible debt reduced | 21,429 | |
Carrying value accreted to its face value | 50,000 | |
Convertible Debt [Member] | November 30, 2010 [Member] | ||
Proceeds from convertible debt | $ 50,000 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 44,120 | |
Convertible debentures | $ 50,000 | |
Conversion price | $ 0.035 | |
Beneficial conversion feature as additional paid in capital | $ 21,429 | |
Carrying value of convertible debt reduced | 28,571 | |
Carrying value accreted to its face value | 50,000 | |
Convertible Debt [Member] | July 15, 2010 [Member] | ||
Proceeds from convertible debt | $ 50,000 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 45,979 | |
Convertible debentures | $ 50,000 | |
Conversion price | $ 0.035 | |
Beneficial conversion feature as additional paid in capital | $ 7,143 | |
Carrying value of convertible debt reduced | 42,857 | |
Carrying value accreted to its face value | 50,000 | |
Convertible Debt [Member] | December 31, 2009 [Member] | ||
Proceeds from convertible debt | $ 50,000 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 53,661 | |
Convertible debentures | $ 50,000 | |
Conversion price | $ 0.05 | |
Convertible Debt [Member] | April 9, 2009 [Member] | ||
Proceeds from convertible debt | $ 202,920 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 212,282 | |
Convertible debentures | $ 202,920 | |
Conversion price | $ 0.06 | |
Beneficial conversion feature as additional paid in capital | $ 101,460 | |
Carrying value of convertible debt reduced | 101,460 | |
Carrying value accreted to its face value | 202,920 | |
Convertible Debt [Member] | October 16, 2008 [Member] | ||
Proceeds from convertible debt | $ 50,000 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 59,811 | |
Convertible debentures | $ 50,000 | |
Conversion price | $ 0.07 | |
Beneficial conversion feature as additional paid in capital | $ 14,286 | |
Carrying value of convertible debt reduced | 35,714 | |
Carrying value accreted to its face value | 50,000 | |
Convertible Debt [Member] | July 30, 2008 [Member] | ||
Proceeds from convertible debt | $ 36,376 | |
Due date | 5 years | |
Interest rate | 10.00% | |
Accrued convertible interest payable | $ 44,290 | |
Convertible debentures | $ 36,376 | |
Conversion price | $ 0.17 | |
Beneficial conversion feature as additional paid in capital | $ 6,419 | |
Carrying value of convertible debt reduced | 29,957 | |
Carrying value accreted to its face value | $ 36,376 |
ADVANCES FROM RELATED PARTIES (
ADVANCES FROM RELATED PARTIES (Details Narrative) - Former President [Member] - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 09, 2008 | Sep. 05, 2008 | |
Advances from Related Parties | $ 0 | $ 25,000 | |
Payment of expenses on behalf of company | 1,501 | ||
Loan Agreement [Member] | |||
Loans payable | $ 25,000 | $ 25,000 | |
Debt term | 5 years |
CONVERTIBLE DEBENTURE (Details
CONVERTIBLE DEBENTURE (Details Narrative) - USD ($) | 1 Months Ended | ||
May 18, 2010 | Sep. 30, 2020 | Dec. 31, 2019 | |
Convertible debentures | $ 50,000 | $ 50,000 | |
Accrued convertible interest payable | $ 51,868 | ||
Convertible Loan Agreement [Member] | |||
Proceeds from convertible debenture | $ 50,000 | ||
Interest rate | 10.00% | ||
Debt term | 5 years | ||
Debt instrument, conversion price | $ 0.035 | ||
Beneficial conversion feature as additional paid in capital | $ 21,429 | ||
Reduced carrying value of convertible debenture | 28,571 | ||
Face Value of convertible debenture | $ 50,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Jul. 01, 2009 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Feb. 08, 2010 | Jan. 01, 2010 | Dec. 31, 2009 | |
COMMITMENTS | |||||||
Investor relations agreement description | Pursuant to the agreement, the Company agreed to pay a fee of $ 1,000 per month for a period of six months beginning on August 1, 2009 and ending January 1, 2010. The Company must also issue 75,000 shares within 7 days of signing the agreement. Any payments over 45 days will be subject to a penalty fee of 10% per week. | ||||||
Consulting fee per month | $ 1,000 | ||||||
Penalty fees per week | 10.00% | ||||||
Shares issued for services, shares | 75,000 | ||||||
Common stock shares issued | 105,569,068 | 105,569,068 | 75,000 | ||||
Common Stock to be Issued | $ 2,282 | $ 2,282 | $ 2,282 | ||||
Additional shares issued | 75,000 | ||||||
Frquency period | Monthly |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAX | ||
Deferred tax asset | $ 655,200 | $ 636,300 |
Net operating loss carry forward | $ 3,120,000 | $ 3,030,000 |
Net operating loss carry forward, expire year, description | The Company has net operating loss carry forwards that expire through 2030. | |
Uncertain tax positions | 50.00% | |
Statutory federal income tax rate | 21.00% |