Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 15, 2019 | Jun. 30, 2017 | |
Details | |||
Registrant Name | Astika Holdings Inc. | ||
Registrant CIK | 0001511161 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2017 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | askh | ||
Tax Identification Number (TIN) | 274601693 | ||
Number of common stock shares outstanding | 29,890,066 | ||
Public Float | $ 32,733.97 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | true | ||
Ex Transition Period | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Florida | ||
Entity Address, Address Line One | Level 1 | ||
Entity Address, Address Line Two | 725 Rosebank Road | ||
Entity Address, City or Town | Avondale | ||
Entity Address, State or Province | Auckland | ||
Entity Address, Postal Zip Code | 1348 | ||
Entity Address, Country | New Zealand | ||
City Area Code | (64) | ||
Local Phone Number | 9 929 0502 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash | $ 0 | $ 0 |
Prepaid expenses | 42,101 | 0 |
TOTAL ASSETS | 42,101 | 0 |
Current Liabilities | ||
Accounts payable and accrued expenses | 70,282 | 63,750 |
Loan payable and accrued interest | 3,519 | 3,450 |
Due to related party | 37,500 | 45,264 |
Convertible note and accrued interest | 0 | 28,821 |
Derivative liability | 0 | 23,347 |
Total Current Liabilities | 111,301 | 164,632 |
Shareholders' Deficit | ||
Preferred Stock: 10,000,000 shares authorized; par value $0.001; 2,090,000 and zero issued and outstanding as of December 31, 2017 and December 31, 2016 | 2,090 | 0 |
Common Stock: 140,000,000 shares authorized; par value $0.001; 29,890,066 and 11,626,857 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 29,890 | 11,627 |
Additional paid-in capital less Pref B issuing costs | 471,595 | 126,916 |
Accumulated deficit | (572,775) | (303,175) |
Total Shareholders' Deficit | (69,200) | (164,632) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 42,101 | $ 0 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued | 2,090,000 | 0 |
Preferred Stock, Shares Outstanding | 2,090,000 | 0 |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 29,890,066 | 11,626,857 |
Common Stock, Shares, Outstanding | 29,890,066 | 11,626,857 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUE | ||
TOTAL REVENUE | $ 0 | $ 0 |
OPERATING EXPENSES | ||
General and administrative | 158,477 | 18,381 |
Total Operating Expenses | 158,477 | 18,381 |
OPERATING LOSS | (158,477) | (18,381) |
OTHER INCOME (EXPENSE) | ||
Interest expense, net | (8,897) | (2,031) |
Loss on change in fair value of derivative | (102,226) | (3,122) |
Total Other Income (Expense) | (111,123) | (5,153) |
NET LOSS | $ (269,600) | $ (23,534) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.02) | $ 0 |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 16,721,721 | 11,626,857 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Preferred StockDebt Conversion - March 21, 2017 | Common Stock | Common StockDebt Conversion - March 21, 2017 | Common StockDebt Conversion - June 8, 2017 | Common StockDebt Conversion - June 13, 2017 | Common StockDebt Conversion - June 27, 2017 | Common StockDebt Conversion - July 18, 2017 | Common StockDebt Conversion - July 24, 2017 | Common StockDebt Conversion - August 3, 2017 | Common StockDebt Conversion - August 18, 2017 | Common StockDebt Conversion - August 25, 2017 | Common StockDebt Conversion - August 31, 2017 | Common StockDebt Conversion - September 13, 2017 | Common StockDebt Conversion - September 20, 2017 | Common StockDebt Conversion - October 3, 2017 | Common StockDebt Conversion - October 16, 2017 | Common StockDebt Conversion - October 19, 2017 | Common StockDebt Conversion - November 6, 2017 | Common StockDebt Conversion - November 28, 2017 | Common StockDebt Conversion - December 6, 2017 | Common StockDebt Conversion - December 22, 2017 | Additional Paid-in Capital | Additional Paid-in CapitalDebt Conversion - March 21, 2017 | Additional Paid-in CapitalDebt Conversion - June 8, 2017 | Additional Paid-in CapitalDebt Conversion - June 13, 2017 | Additional Paid-in CapitalDebt Conversion - June 27, 2017 | Additional Paid-in CapitalDebt Conversion - July 18, 2017 | Additional Paid-in CapitalDebt Conversion - July 24, 2017 | Additional Paid-in CapitalDebt Conversion - August 3, 2017 | Additional Paid-in CapitalDebt Conversion - August 18, 2017 | Additional Paid-in CapitalDebt Conversion - August 25, 2017 | Additional Paid-in CapitalDebt Conversion - August 31, 2017 | Additional Paid-in CapitalDebt Conversion - September 13, 2017 | Additional Paid-in CapitalDebt Conversion - September 20, 2017 | Additional Paid-in CapitalDebt Conversion - October 3, 2017 | Additional Paid-in CapitalDebt Conversion - October 16, 2017 | Additional Paid-in CapitalDebt Conversion - October 19, 2017 | Additional Paid-in CapitalDebt Conversion - November 6, 2017 | Additional Paid-in CapitalDebt Conversion - November 28, 2017 | Additional Paid-in CapitalDebt Conversion - December 6, 2017 | Additional Paid-in CapitalDebt Conversion - December 22, 2017 | Retained Earnings | Retained EarningsDebt Conversion - March 21, 2017 | Total | Debt Conversion - March 21, 2017 | Debt Conversion - June 8, 2017 | Debt Conversion - June 13, 2017 | Debt Conversion - June 27, 2017 | Debt Conversion - July 18, 2017 | Debt Conversion - July 24, 2017 | Debt Conversion - August 3, 2017 | Debt Conversion - August 18, 2017 | Debt Conversion - August 25, 2017 | Debt Conversion - August 31, 2017 | Debt Conversion - September 13, 2017 | Debt Conversion - September 20, 2017 | Debt Conversion - October 3, 2017 | Debt Conversion - October 16, 2017 | Debt Conversion - October 19, 2017 | Debt Conversion - November 6, 2017 | Debt Conversion - November 28, 2017 | Debt Conversion - December 6, 2017 | Debt Conversion - December 22, 2017 |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2015 | $ 11,627 | $ 126,916 | $ (279,641) | $ (141,098) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2015 | 11,626,857 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for convertible debt, value | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (23,534) | (23,534) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2016 | $ 11,627 | 126,916 | (303,175) | (164,632) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 11,626,857 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for convertible debt, value | $ 572 | $ 603 | $ 639 | $ 670 | $ 702 | $ 736 | $ 776 | $ 813 | $ 853 | $ 898 | $ 942 | $ 989 | $ 1,039 | $ 1,090 | $ 1,142 | $ 1,202 | $ 1,262 | $ 1,326 | $ 2,009 | $ 2,262 | $ 425 | $ 450 | $ 1,173 | $ 495 | $ 478 | $ 504 | $ 528 | $ 789 | $ 337 | $ 353 | $ 371 | $ 561 | $ 589 | $ 617 | $ 648 | $ 2,417 | $ 2,540 | $ 3,849 | $ 37,648 | $ 2,834 | $ 1,028 | $ 1,089 | $ 1,843 | $ 1,197 | $ 1,214 | $ 1,280 | $ 1,341 | $ 1,642 | $ 1,235 | $ 1,295 | $ 1,360 | $ 1,600 | $ 1,679 | $ 1,759 | $ 1,850 | $ 3,679 | $ 3,866 | $ 5,858 | ||||||
Common stock issued for convertible debt | 572,476 | 603,038 | 638,926 | 670,334 | 701,519 | 735,903 | 775,636 | 812,860 | 852,841 | 897,810 | 941,854 | 989,403 | 1,038,870 | 1,090,032 | 1,141,941 | 1,201,538 | 1,262,260 | 1,326,373 | 2,009,595 | 18,263,209 | 572,476 | 603,038 | 638,926 | 670,334 | 701,519 | 735,903 | 775,636 | 812,860 | 852,841 | 897,810 | 941,854 | 989,403 | 1,038,870 | 1,090,032 | 1,141,941 | 1,201,538 | 1,262,260 | 1,326,373 | 2,009,595 | |||||||||||||||||||||||||
Resolution of derivative liabilities | $ 0 | $ 0 | $ 4,278 | $ 23,197 | $ 6,921 | $ 4,135 | $ 1,837 | $ 1,482 | $ 4,649 | $ 3,202 | $ 1,790 | $ 1,810 | $ 3,460 | $ 2,705 | $ 2,171 | $ 2,243 | $ 2,011 | $ 4,218 | $ 2,108 | $ 3,576 | $ 7,276 | $ 0 | $ 4,278 | $ 23,197 | $ 6,921 | $ 4,135 | $ 1,837 | $ 1,482 | $ 4,649 | $ 3,202 | $ 1,790 | $ 1,810 | $ 3,460 | $ 2,705 | $ 2,171 | $ 2,243 | $ 2,011 | $ 4,218 | $ 2,108 | $ 3,576 | $ 7,276 | |||||||||||||||||||||||
Preferred Shares Issued for Cash | $ 1,590 | 40,219 | $ 41,809 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Shares Issued for Cash, shares | 1,590,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Shares Issued for Services | $ 500 | 159,500 | 160,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Shares Issued for Services, shares | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retirement of derivative upon final debt conversion | 9,527 | 9,527 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain/Loss from interest derivative additions | 32,978 | 32,978 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (269,600) | (269,600) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2017 | $ 2,090 | $ 29,890 | $ 471,595 | $ (572,775) | $ (69,200) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 2,090,000 | 29,890,066 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (269,600) | $ (23,534) |
Adjustments to reconcile net loss to net cash used in | ||
Loss on derivative | 102,227 | 3,122 |
Changes in Operating assets & liabilities | ||
(Increase) decrease in prepaid expenses | (42,100) | 2,051 |
Increase (decrease) in accounts payable and accrued expenses | 15,429 | 18,361 |
Net Cash Used by Operating Activities | (194,044) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payback to related party | (142,779) | 0 |
Due to related party | 135,015 | 0 |
Preferred B shares issued for cash | 201,808 | 0 |
Net cash provided by Financing Activities | 194,044 | 0 |
NET INCREASE IN CASH | 0 | 0 |
CASH AT BEGINNING OF PERIOD | 0 | 0 |
CASH AT END OF PERIOD | 0 | 0 |
CASH PAID FOR: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Extinguishment of derivative to Additional Paid In Capital | 125,574 | 0 |
Common stock issued for convertible debt, value | 37,648 | 0 |
Expense paid by related party on behalf of the company | 0 | 23,945 |
Preferred B shares issued for services | $ 160,000 | $ 0 |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 1 - BASIS OF PRESENTATION | NOTE 1 - BASIS OF PRESENTATION Astika Holdings, Inc. (the “Company”, “we”, “us”, “our”), Astika Holdings, Inc., a Florida corporation, is refocusing and preparing to relaunch the Company through a variety of strategic acquisitions in the textile, service, and industrial sectors to complement and capture the next wave of growth companies from Asia and New Zealand. On September 26, 2014 the Company dissolved its subsidiary Astika Music Entertainment, Inc. The dissolution was in response to the change in the nature of business operations. |
NOTE 2- GOING CONCERN
NOTE 2- GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 2- GOING CONCERN | NOTE 2 - GOING CONCERN The CompanyÂ’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit and a working capital deficit at December 31, 2017. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. ManagementÂ’s plans focus is on a variety of strategic acquisitions in service, agriculture and industrial companies to compliment and grow Astika Holdings, Inc.Â’s business. The Company is positioning to capture the next wave of growth companies from Asia. As the centerpieces for Astika Holdings in Asia, the focus is on rapid economic growth and increased foreign investment sector companies which management believes is poised for accelerated economic growth with national modernization. AstikaÂ’s planned focus is also on adding value through successful project development, efficient operations, and opportunistic acquisitions while maintaining a low risk profile through project diversification, astute financial management and operating in secure jurisdictions. ManagementÂ’s plan to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 3 - SIGNIFICANT ACCOUNTING
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared by the Company. The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. At December 31, 2017 and 2016, the Company has no cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Earnings (Loss) Per Share The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share” (ASC 260). Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. The Company had net losses as of December 31, 2017 and 2016, as such, the diluted earnings per share excludes all dilutive potential shares because their effect is anti-dilutive. Stock-Based Compensation We recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505. Income Taxes The Company accounts for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging ” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses. ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825) , Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that are measured at fair value on a recurring basis: December 31, 2017: Level 1 Level 2 Level 3 Total Liabilities: Derivative financial instruments $ -- $ -- $ -- $ -- December 31, 2016: Liabilities: Derivative financial instruments $ -- $ -- $ 23,347 $ 23,347 Recently Issued Accounting Standards In January 2017, FASB issued ASU 2017-01, "Business Combinations (Topic 805) - Clarifying the Definition of a Business". The Board is issuing the amendments in this ASU to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments in this ASU affect all reporting entities that must determine whether they have acquired or sold a business. Public business entities should apply the amendments in this ASU to annual periods beginning after December 15, 2017, including interim periods within those periods. However, early application of the amendments in this ASU if 1) for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance, or 2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financials. The Company will evaluate the potential impact of adopting this new standard on its financial statements and related disclosures when the acquisition plan is executed in future. In May 10, 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718) - Scope of Modification. ASU 2017-09 clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. Regardless of whether the change to the terms or conditions of the award requires modification accounting, the existing disclosure requirements and other aspects of GAAP associated with modifications, such as earnings per share, continue to apply. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company is evaluating the potential impact of adopting this new standard on its financial statements and related disclosures and believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In December 2017, the Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 118 (the “Bulletin”), which provides accounting guidance regarding accounting for income taxes for the reporting period that includes the enactment of the Tax Act. The Bulletin provides guidance in those situations where the accounting for certain income tax effects of the Tax Act will be incomplete by the time financial statements are issued for the reporting period that includes the enactment date. For those elements of the Tax Act that cannot be reasonably |
NOTE 4 - CONVERTIBLE NOTE PAYAB
NOTE 4 - CONVERTIBLE NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 4 - CONVERTIBLE NOTE PAYABLE | NOTE 4 - CONVERTIBLE NOTE PAYABLE During October 2014, the Company issued an 8.0% convertible debenture for $31,500 in cash. The convertible debenture accrues interest at 8.0% per annum, is unsecured, due in one year from the date of issuance and is convertible into shares of the CompanyÂ’s common stock after 180 days at the option of the holder at a rate equal to 55% of the lowest trading price of the CompanyÂ’s common stock out of the last 20 trading trades including the date of conversion. The balance of the convertible debenture at December 31, 2016 was $24,500. The amount of accrued interest due at December 31, 2016 was $4,321. Per the convertible agreement, upon an event of default, interest shall accrue at a default rate of 24% per annum or, if that rate is exorbitant or not permitted by current law, then at the highest rate of interest permitted by law. As of December 31, 2016, the loan was in default. On March 21, 2017, the Company issued 572,476 common shares in the conversion of $2,000 principal and $834 in interest due to LG Capital Funding, LLC at $0.00495 per share, as calculated per the loan agreement. On June 8, 2017, the Company issued 603,038 common shares in the conversion of $700 principal and $328 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement. On June 13, 2017, the Company issued 638,926 common shares in the conversion of $740 principal and $350 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement. On June 27, 2017, the Company issued 670,334 common shares in the conversion of $1,245 principal and $598 in interest due to LG Capital Funding, LLC at $0.00275 per share, as calculated per the loan agreement. On July 18, 2017, the Company issued 701,519 common shares in the conversion of $800 principal and $396 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement. On July 24, 2017, the Company issued 735,903 common shares in the conversion of $810 principal and $404 in interest due to LG Capital Funding, LLC at $0.00165 per share, as calculated per the loan agreement. On August 3, 2017, the Company issued 775,636 common shares in the conversion of $850 principal and $430 in interest due to LG Capital Funding, LLC at $0.00165 per share, as calculated per the loan agreement. On August 18, 2017, the Company issued 812,860 common shares in the conversion of $885 principal and $456 in interest due to LG Capital Funding, LLC at $0.00165 per share, as calculated per the loan agreement. On August 25, 2017, the Company issued 852,841 common shares in the conversion of $1,080 principal and $562 in interest due to LG Capital Funding, LLC at $0.00193 per share, as calculated per the loan agreement. On August 31, 2017, the Company issued 897,810 common shares in the conversion of $810 principal and $424 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement. On September 13, 2017, the Company issued 941,854 common shares in the conversion of $845 principal and $450 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement. On September 20, 2017, the Company issued 989,403 common shares in the conversion of $885 principal and $475 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement. On October 3 , 2017, the Company issued 1,038,870 common shares in the conversion of $1,035 principal and $565 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement. On October 16, 2017, the Company issued 1,090,032 common shares in the conversion of $1,080 principal and $599 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement. On October 19, 2017, the Company issued 1,141,941 common shares in the conversion of $1,130 principal and $629 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement. On November 6, 2017, the Company issued 1,201,538 common shares in the conversion of $1,180 principal and $670 in interest due to LG Capital Funding. LLC at $0.00154 per share, as calculated per the loan agreement. On November 28, 2017, the Company issued 1,262,260 common shares in the conversion of $2,325 principal and $1,354 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement. On December 6, 2017, the Company issued 1,326,373 common shares in the conversion of $2,435 principal and $1,431 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement. On December 22, 2017, the Company issued 2,009,595 common shares in the conversion of the remaining $3,665 in principal and $2,193 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement. The balance of the convertible debenture at December 31, 2017 and December 31, 2016 was $0 and $24,500 , respectively. The amount of accrued interest due at December 31, 2017 is $0 , with $4,321 at December 31, 2016. |
NOTE 5 - DERIVATIVE LIABILITY
NOTE 5 - DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 5 - DERIVATIVE LIABILITY | NOTE 5 - DERIVATIVE LIABILITY The Company analyzed the conversion option embedded in the convertible debenture for derivative accounting consideration under ASC 815 and determined that the embedded instrument should be classified as a liability and recorded at fair value due to the variable conversion prices. The fair value of the conversion options was determined to be $52,267 as of the issuance date using a Black-Scholes option-pricing model. Upon the date of issuance of the convertible debenture, $31,500 was recorded as debt discount and $20,767 was recorded as day one loss on derivative liability. Between March and December 2017, the holder of the convertible debenture elected to convert all $24,500 in principal of the convertible debenture into 18,263,209 shares of the CompanyÂ’s common stock. As a result of debt conversions, $96,692 of derivative liability was extinguished through a charge to paid-in capital. As the convertible debt with the conversion option requiring derivative accounting was fully converted during the year ended December 31, 2017, the Company recorded the retirement of the derivative liability of $9,526 to additional paid-in capital. During the years ended December 31, 2017 and 2016, $82,871 and $3,122 was recorded as a loss on mark-to-market of the conversion options, respectively. The following table summarizes the derivative liability included in the balance sheet at December 31, 2017 and December 31, 2016: Balance, December 31, 2015 $ 20,225 Loss on change in fair value 3,122 Balance, December 31, 2016 23,347 Reclassification of derivative liability to paid-in capital (96,691) Loss on change in fair value 82,871 Extinguishment of liability to equity due to release from ASC 815 (9,526) Balance, December 31, 2017 $ - The Company estimated the fair value of the derivative liabilities using the Black-Scholes option pricing model and the following key assumptions during the year ended December 31, 2017: 2017 2016 Expected dividends -% -% Expected term (years) 0.12 0.12 Volatility 78% - 235% 52% - 292% Risk-free rate 0.74% - 1.33% 0.25% - 0.74% |
NOTE 6 - LOAN TRANSACTION
NOTE 6 - LOAN TRANSACTION | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 6 - LOAN TRANSACTION | NOTE 6 - LOAN TRANSACTION The Company purchased a recorded music compilation from EuGene Gant for a purchase price of $5,000 pursuant to a Bill of Sale and Assignment dated June 15, 2012, an Exclusive Songwriter Agreement dated June 15, 2012, and a Promissory Note that the Company concurrently executed and delivered to him on the same date. The Company made a payment to Mr. Gant in the amount of $1,000 on June 15, 2012 and $2,000 on October 1, 2012, and $1,000 on June 15, 2013, and the remaining $1,000 principal amount under Promissory Note bears interest at five percent (5%) per annum, and there is one remaining principal installment payment in the amount of $1,162 due. Accrued and unpaid interest on the Promissory Note is also due in the amount of $69 for the year ended December 31, 2017, and $188 for the year ended December 31, 2016. As of December 31, 2017 and December 31, 2016, total outstanding short-term debt is $1,419 and $1,350 , respectively. The note matured on June 15, 2013 and the loan is currently in default. The songwriter agreement expired on June 15, 2014 and the Company did not renew. On October 22, 2015, Artfield Investment paid $2,100 in expenses on behalf of the Company. This loan is unsecured, due on demand, and carries no interest. At December 31, 2017 and December 31, 2016, the total amount owed was $2,100 and $2,100 , respectively. |
NOTE 7 - RELATED PARTY TRANSACT
NOTE 7 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 7 - RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The Company has entered into transactions with the related party, IQ Acquisition (NY), Ltd, owned by Mr. Richards, the CEO of the Company. IQ Acquisition (NY), Ltd, the major shareholder of the Company, has paid expenses on behalf of the Company in the amount of $135,015 during the year ended December 31, 2017 and $23,945 during the year ended December 31, 2016. The Company reimbursed IQ acquisition (NY) in the amount of $142,779 and $0 during the years ended December 31, 2017 and 2016. The balance due to related party as of December 31, 2017 and December 31, 2016 was $15,000 , and $45,264 , respectively. The advances are unsecured, payable on demand, and carry no interest. |
NOTE 8 - MATERIAL CONTRACTS
NOTE 8 - MATERIAL CONTRACTS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 8 - MATERIAL CONTRACTS | NOTE 8 – MATERIAL CONTRACTS On June 15, 2012, the Company entered into a songwriter agreement with Eugene Gant, a songwriter, which provides for Mr. Gant’s employment as a staff writer on an exclusive basis to write musical compositions as works for hire for a period of two years from the date of the agreement. This agreement expired on June 15, 2014. The exclusive songwriter agreement with Eugene B. Settler dated June 16, 2012, provides for Mr. Settler’s employment as a staff writer on an exclusive basis to write musical compositions as works for hire for a period of five years from the date of the agreement. This agreement expires on June 16, 2017. During Mr. Gant’s and Mr. Settler’s tenure as songwriters for the Company, the copyrights on their entire work product will belong to the Company, in exchange for our assistance in exploiting and marketing these compositions and the payment of a writer’s fee to them ranging from 10% to 50% of the net amounts that we collect on these musical compositions. The Company is entitled to the royalties for a period of 50 years from the date of the creation of any work for hire pursuant to such agreements. After the expiration of such 50-year period, the copyright on a musical composition reverts to the songwriter or his heirs or assigns. On June 4, 2015, Artfield Investment RD, Inc. was contracted to provide restructuring consulting services to the Company for $45,000. Consultation fee shall be payable $22,500 in cash at the time of signing (6/4/2015), and the remaining fee of $22,500 to be paid through unrestricted shares. The entire $45,000 was due upon signing the agreement and was recorded as a liability. The shares have not been issued as of the date of this filing. |
NOTE 9 - EQUITY TRANSACTIONS
NOTE 9 - EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 9 - EQUITY TRANSACTIONS | NOTE 9 - EQUITY TRANSACTIONS The Company has authorized 10,000,000 shares of Preferred Stock and 140,000,000 shares of Common Stock at par value of $0.001 . At December 31, 2017 and December 31, 2016, the Company had 29,890,066 and 11,626,857 shares of common stock, and 2,090,000 and zero preferred shares, issued and outstanding, respectively. On March 10, 2016, the Company filed an Amendment to the Articles of Incorporation breaking out the Preferred Stock into Series A, B, C, D, E, F, G, H, I, J, K, and L, with the series designation of each issuance of preferred stock set forth by the Board of Directors at the time of issuance. On March 21, 2017, the Company issued 572,476 common shares in the conversion of $2,000 principal and $834 in interest due to LG Capital Funding, LLC at $0.00495 per share, as calculated per the loan agreement. On June 8, 2017, the Company issued 603,038 common shares in the conversion of $700 principal and $328 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement. On June 13, 2017, the Company issued 638,926 common shares in the conversion of $740 principal and $350 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement. On June 27, 2017, the Company issued 670,334 common shares in the conversion of $1,245 principal and $598 in interest due to LG Capital Funding, LLC at $0.00275 per share, as calculated per the loan agreement. On July 18, 2017, the Company issued 701,519 common shares in the conversion of $800 principal and $396 in interest due to LG Capital Funding, LLC at $0.00171 per share, as calculated per the loan agreement. On July 24, 2017, the Company issued 735,903 common shares in the conversion of $810 principal and $404 in interest due to LG Capital Funding, LLC at $0.00165 per share, as calculated per the loan agreement. On August 3, 2017, the Company issued 775,636 common shares in the conversion of $850 principal and $430 in interest due to LG Capital Funding, LLC at $0.00165 per share, as calculated per the loan agreement. On August 18, 2017, the Company issued 812,860 common shares in the conversion of $885 principal and $456 in interest due to LG Capital Funding, LLC at $0.00165 per share, as calculated per the loan agreement. On August 25, 2017, the Company issued 852,841 common shares in the conversion of $1,080 principal and $562 in interest due to LG Capital Funding, LLC at $0.00193 per share, as calculated per the loan agreement. On August 31, 2017, the Company issued 897,810 common shares in the conversion of $810 principal and $424 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement. On September 13, 2017, the Company issued 941,854 common shares in the conversion of $845 principal and $450 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement. On September 20, 2017, the Company issued 989,403 common shares in the conversion of $885 principal and $475 in interest due to LG Capital Funding, LLC at $0.00138 per share, as calculated per the loan agreement. On October 3 , 2017, the Company issued 1,038,870 common shares in the conversion of $1,035 principal and $565 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement. On October 16, 2017, the Company issued 1,090,032 common shares in the conversion of $1,080 principal and $599 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement. On October 19, 2017, the Company issued 1,141,941 common shares in the conversion of $1,130 principal and $629 in interest due to LG Capital Funding, LLC at $0.00154 per share, as calculated per the loan agreement. On November 6, 2017, the Company issued 1,201,538 common shares in the conversion of $1,180 principal and $670 in interest due to LG Capital Funding. LLC at $0.00154 per share, as calculated per the loan agreement. On November 28, 2017, the Company issued 1,262,260 common shares in the conversion of $2,325 principal and $1,354 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement. On December 6, 2017, the Company issued 1,326,373 common shares in the conversion of $2,435 principal and $1,431 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement. On December 14, 2017, in accordance with the Company's share subscription agreements with the Series B subscribers, the Company issued 2,090,000 shares of Series B preferred stock to twenty-two (22) individual subscribers for a total cash proceed of $569,773 . Of the total 2,090,000 shares, 1,210,000 shares were issued at $0.30 per share, 380,000 shares were issued at $0.40 per share, and the remaining 500,000 shares were issued for the services provided by an individual subscriber as compensation. On December 22, 2017, the Company issued 2,009,595 common shares in the conversion of the remaining $3,665 in principal and $2,193 in interest due to LG Capital Funding. LLC at $0.00292 per share, as calculated per the loan agreement. |
NOTE 10 - CONVERTIBLE PREFERRED
NOTE 10 - CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 10 - CONVERTIBLE PREFERRED STOCK | NOTE 10 - CONVERTIBLE PREFERRED STOCK In December 2017, the Company issued 1,210,000 shares of its Series B convertible preferred stock at a price per share of $0.30 for gross proceeds of $363,000 and issued 380,000 shares of its Series B convertible preferred stock at a price per share of $0.40 for gross proceeds of $145,200. The net proceeds, after deducting the issuing cost, from issuing the Series B convertible preferred stock in December 2017 was $201,809. In December 2017, the Company also issued 500,000 shares of its Series B convertible preferred stock to a third party as compensation, totally $160,000, for his consulting services. The Series B shareholders are entitled, at their option, at any time after the issuance of the Series B convertible preferred stock, to convert all or any lesser portion of their shares into the CompanyÂ’s common stock at a conversion ratio 0.2 and at price of $1.59 per share. The holders of the Series B convertible preferred stock have the following rights and privileges: Optional Conversion Rights Each share of Series B convertible preferred stock is convertible at the option of the holder into 0.2 share of common stock and at price of $1.59 per share. The conversion price per share for the convertible preferred stock shall be adjusted for certain recapitalizations, splits, combinations, common stock dividends or as set forth in the CompanyÂ’s amended and restated certificate of incorporation. At December 31, 2017, none of the Series B convertible preferred stock has been converted to common stock. Voting Rights Each share of convertible preferred stock has 0.2 votes equal to the number of shares of common stock into which it is convertible. Redemption Rights There are no redemption rights afforded to the holders of convertible preferred stock. Upon certain change in control events that are outside of the CompanyÂ’s control, including liquidation, sale or transfer of control of the Company, the convertible preferred stock is contingently redeemable. The holders of the Series B convertible preferred stock are not entitled to receive dividends and have same liquidation rights that are possessed by the holders of the CompanyÂ’s common stock. The Company evaluated whether or not the Series B convertible preferred stock above contained embedded conversion options, which meet the definition of derivatives under ASC Topic 815. The Company concluded that since the above convertible preferred shares had a fixed conversion rate, the convertible preferred shares were not derivative instruments. The convertible preferred shares were analyzed to determine if the convertible preferred shares have an embedded beneficial conversion feature (BCF). Based on this analysis, the Company concluded that the effective conversion price was greater than the fair value of the CompanyÂ’s common stock on the issuance dates and therefore no BCF was recorded. The Company recorded its convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The total fair value of the convertible preferred stock on the date of issuance, net of issuance costs, was $361,809. As of December 31, 2017, total 2,090,000 shares of Series B convertible preferred stock authorized, issued and outstanding. |
NOTE 11 - FOREIGN CURRENCY LOSS
NOTE 11 - FOREIGN CURRENCY LOSS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 11 - FOREIGN CURRENCY LOSS | NOTE 11 – FOREIGN CURRENCY LOSS The foreign currency loss of $26,085 arises from the transaction of issuing B Series Preferred Stock. The proceeds were collected in RMB and the payout of the proceed were either in RMB or USD. In both circumstances, the collection and payout were recorded in USD and the conversion of RMB to USD were in accordance with the foreign exchange rates on the proceed collection date and payout date. Due to the fluctuation of the foreign exchange rates, the foreign exchange rates on the proceed collection date and the payment date were different. The difference caused that the same amount of RMB were converted to less USD on the payment date than on the collection date due to depreciation of the RMB. |
NOTE 12 - INCOME TAXES
NOTE 12 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 12 - INCOME TAXES | NOTE 12 – INCOME TAXES The Company provides for income taxes under ASC 740, “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 of the deferred tax assets will not be realized. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons: For the year ended For the year ended December 31, 2017 December 31, 2016 Income tax expense (asset) at statutory rate $ (194,744) $ (103,080) Valuation allowance 194,744 103,080 Income tax expense per books $ - $ - The net operating loss carry forwards for the year ended December 31, 2017 was ($572,775) , and for the year ended December 31, 2016 was ($303,175) , and for federal income tax reporting purposes is subject to annual limitations. The Company’s tax returns for the 3 years prior are subject to IRS inspection. The net federal operating loss carry forward will expire in 2037. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
NOTE 13 - SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On February 8, 2018, the Company entered into an Exclusivity Agreement and Non-Binding Letter of Intent ("LOI") to purchase 100% of a Chinese textile and home furnishings company, Jiangsu Ziyang Holiday Bedroom Articles Co. Ltd., (the "Acquisition"), and the parties intended to complete the purchase no later than July 31, 2018. To date, no definitive purchase agreement has been executed. The Company intended to engage a registered investment dealer in the United States, Asia and Canada to raise sufficient capital to accomplish the purchase of the Acquisition and furnish working capital for the Company's growth. However, the Company was not able to meet such capital raise target before the deadline under the LOI, and postponed the acquisition. The Company is still actively seeking financing resources for the acquisition but there can be no assurance that the acquisition will occur. |
NOTE 3 - SIGNIFICANT ACCOUNTI_2
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared by the Company. The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
NOTE 3 - SIGNIFICANT ACCOUNTI_3
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. At December 31, 2017 and 2016, the Company has no cash equivalents. |
NOTE 3 - SIGNIFICANT ACCOUNTI_4
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
NOTE 3 - SIGNIFICANT ACCOUNTI_5
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Earnings (Loss) Per Share (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share” (ASC 260). Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. The Company had net losses as of December 31, 2017 and 2016, as such, the diluted earnings per share excludes all dilutive potential shares because their effect is anti-dilutive. |
NOTE 3 - SIGNIFICANT ACCOUNTI_6
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505. |
NOTE 3 - SIGNIFICANT ACCOUNTI_7
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. |
NOTE 3 - SIGNIFICANT ACCOUNTI_8
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Accounting for Derivative Instruments (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Accounting for Derivative Instruments | Accounting for Derivative Instruments The Company accounts for derivative instruments in accordance with ASC Topic 815, “ Derivatives and Hedging ” (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company's policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company's liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model's output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Changes in fair value are recognized in the period incurred as either gains or losses. ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825) , Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The following table sets forth by level within the fair value hierarchy the Company's financial assets and liabilities that are measured at fair value on a recurring basis: December 31, 2017: Level 1 Level 2 Level 3 Total Liabilities: Derivative financial instruments $ -- $ -- $ -- $ -- December 31, 2016: Liabilities: Derivative financial instruments $ -- $ -- $ 23,347 $ 23,347 |
NOTE 3 - SIGNIFICANT ACCOUNTI_9
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In January 2017, FASB issued ASU 2017-01, "Business Combinations (Topic 805) - Clarifying the Definition of a Business". The Board is issuing the amendments in this ASU to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments in this ASU affect all reporting entities that must determine whether they have acquired or sold a business. Public business entities should apply the amendments in this ASU to annual periods beginning after December 15, 2017, including interim periods within those periods. However, early application of the amendments in this ASU if 1) for transactions for which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance, or 2) for transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financials. The Company will evaluate the potential impact of adopting this new standard on its financial statements and related disclosures when the acquisition plan is executed in future. In May 10, 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718) - Scope of Modification. ASU 2017-09 clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. Regardless of whether the change to the terms or conditions of the award requires modification accounting, the existing disclosure requirements and other aspects of GAAP associated with modifications, such as earnings per share, continue to apply. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company is evaluating the potential impact of adopting this new standard on its financial statements and related disclosures and believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In December 2017, the Securities and Exchange Commission (“SEC”) released Staff Accounting Bulletin No. 118 (the “Bulletin”), which provides accounting guidance regarding accounting for income taxes for the reporting period that includes the enactment of the Tax Act. The Bulletin provides guidance in those situations where the accounting for certain income tax effects of the Tax Act will be incomplete by the time financial statements are issued for the reporting period that includes the enactment date. For those elements of the Tax Act that cannot be reasonably |
NOTE 3 - SIGNIFICANT ACCOUNT_10
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Accounting for Derivative Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | December 31, 2017: Level 1 Level 2 Level 3 Total Liabilities: Derivative financial instruments $ -- $ -- $ -- $ -- December 31, 2016: Liabilities: Derivative financial instruments $ -- $ -- $ 23,347 $ 23,347 |
NOTE 5 - DERIVATIVE LIABILITY_
NOTE 5 - DERIVATIVE LIABILITY: Schedule of Derivative Liability included in the Balance Sheet (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Derivative Liability included in the Balance Sheet | Balance, December 31, 2015 $ 20,225 Loss on change in fair value 3,122 Balance, December 31, 2016 23,347 Reclassification of derivative liability to paid-in capital (96,691) Loss on change in fair value 82,871 Extinguishment of liability to equity due to release from ASC 815 (9,526) Balance, December 31, 2017 $ - |
NOTE 5 - DERIVATIVE LIABILITY_2
NOTE 5 - DERIVATIVE LIABILITY: Schedule of Assumptions of the Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Assumptions of the Derivative Liabilities | 2017 2016 Expected dividends -% -% Expected term (years) 0.12 0.12 Volatility 78% - 235% 52% - 292% Risk-free rate 0.74% - 1.33% 0.25% - 0.74% |
NOTE 12 - INCOME TAXES_ Schedul
NOTE 12 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | For the year ended For the year ended December 31, 2017 December 31, 2016 Income tax expense (asset) at statutory rate $ (194,744) $ (103,080) Valuation allowance 194,744 103,080 Income tax expense per books $ - $ - |
NOTE 3 - SIGNIFICANT ACCOUNT_11
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES: Accounting for Derivative Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 1 | |||
Derivative liability | $ 0 | $ 0 | |
Fair Value, Inputs, Level 2 | |||
Derivative liability | 0 | 0 | |
Fair Value, Inputs, Level 3 | |||
Derivative liability | 0 | 23,347 | |
Derivative liability | $ 0 | $ 23,347 | $ 20,225 |
NOTE 4 - CONVERTIBLE NOTE PAY_2
NOTE 4 - CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument, Debt Default, Amount | $ 31,500 | |
Common stock issued for convertible debt | 18,263,209 | |
Amount of debt converted | $ 24,500 | |
Convertible debenture, gross | 0 | $ 24,500 |
Accrued interest on convertible debentures | $ 0 | $ 4,321 |
Debt Conversion - March 21, 2017 | ||
Common stock issued for convertible debt | 572,476 | |
Amount of debt converted | $ 2,000 | |
Interest due | $ 834 | |
Price per share on conversion | $ 0.00495 | |
Debt Conversion - June 8, 2017 | ||
Common stock issued for convertible debt | 603,038 | |
Amount of debt converted | $ 700 | |
Interest due | $ 328 | |
Price per share on conversion | $ 0.00171 | |
Debt Conversion - June 13, 2017 | ||
Common stock issued for convertible debt | 638,926 | |
Amount of debt converted | $ 740 | |
Interest due | $ 350 | |
Price per share on conversion | $ 0.00171 | |
Debt Conversion - June 27, 2017 | ||
Common stock issued for convertible debt | 670,334 | |
Amount of debt converted | $ 1,245 | |
Interest due | $ 598 | |
Price per share on conversion | $ 0.00275 | |
Debt Conversion - July 18, 2017 | ||
Common stock issued for convertible debt | 701,519 | |
Amount of debt converted | $ 800 | |
Interest due | $ 396 | |
Price per share on conversion | $ 0.00171 | |
Debt Conversion - July 24, 2017 | ||
Common stock issued for convertible debt | 735,903 | |
Amount of debt converted | $ 810 | |
Interest due | $ 404 | |
Price per share on conversion | $ 0.00165 | |
Debt Conversion - August 3, 2017 | ||
Common stock issued for convertible debt | 775,636 | |
Amount of debt converted | $ 850 | |
Interest due | $ 430 | |
Price per share on conversion | $ 0.00165 | |
Debt Conversion - August 18, 2017 | ||
Common stock issued for convertible debt | 812,860 | |
Amount of debt converted | $ 885 | |
Interest due | $ 456 | |
Price per share on conversion | $ 0.00165 | |
Debt Conversion - August 25, 2017 | ||
Common stock issued for convertible debt | 852,841 | |
Amount of debt converted | $ 1,080 | |
Interest due | $ 562 | |
Price per share on conversion | $ 0.00193 | |
Debt Conversion - August 31, 2017 | ||
Common stock issued for convertible debt | 897,810 | |
Amount of debt converted | $ 810 | |
Interest due | $ 424 | |
Price per share on conversion | $ 0.00138 | |
Debt Conversion - September 13, 2017 | ||
Common stock issued for convertible debt | 941,854 | |
Amount of debt converted | $ 845 | |
Interest due | $ 450 | |
Price per share on conversion | $ 0.00138 | |
Debt Conversion - September 20, 2017 | ||
Common stock issued for convertible debt | 989,403 | |
Amount of debt converted | $ 885 | |
Interest due | $ 475 | |
Price per share on conversion | $ 0.00138 | |
Debt Conversion - October 3, 2017 | ||
Common stock issued for convertible debt | 1,038,870 | |
Amount of debt converted | $ 1,035 | |
Interest due | $ 565 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - October 16, 2017 | ||
Common stock issued for convertible debt | 1,090,032 | |
Amount of debt converted | $ 1,080 | |
Interest due | $ 599 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - October 19, 2017 | ||
Common stock issued for convertible debt | 1,141,941 | |
Amount of debt converted | $ 1,130 | |
Interest due | $ 629 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - November 6, 2017 | ||
Common stock issued for convertible debt | 1,201,538 | |
Amount of debt converted | $ 1,180 | |
Interest due | $ 670 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - November 28, 2017 | ||
Common stock issued for convertible debt | 1,262,260 | |
Amount of debt converted | $ 2,325 | |
Interest due | $ 1,354 | |
Price per share on conversion | $ 0.00292 | |
Debt Conversion - December 6, 2017 | ||
Common stock issued for convertible debt | 1,326,373 | |
Amount of debt converted | $ 2,435 | |
Interest due | $ 1,431 | |
Price per share on conversion | $ 0.00292 | |
Debt Conversion - December 22, 2017 | ||
Common stock issued for convertible debt | 2,009,595 | |
Amount of debt converted | $ 3,665 | |
Interest due | $ 2,193 | |
Price per share on conversion | $ 0.00292 |
NOTE 5 - DERIVATIVE LIABILITY (
NOTE 5 - DERIVATIVE LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Debt Discount | $ 31,500 | |
Day one loss on derivative liability | 20,767 | |
Amount of debt converted | $ 24,500 | |
Common stock issued for convertible debt | 18,263,209 | |
Amount of debt extinguished | $ 96,692 | |
Extinguishment of liability to equity due to release from ASC 815 | 9,526 | |
Loss on change in fair value | $ 82,871 | $ 3,122 |
NOTE 5 - DERIVATIVE LIABILITY_3
NOTE 5 - DERIVATIVE LIABILITY: Schedule of Derivative Liability included in the Balance Sheet (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | |||
Derivative liability | $ 0 | $ 23,347 | $ 20,225 |
Loss on change in fair value | 82,871 | $ 3,122 | |
Reclassification of derivative liability to paid-in capital | (96,691) | ||
Extinguishment of liability to equity due to release from ASC 815 | $ (9,526) |
NOTE 5 - DERIVATIVE LIABILITY_4
NOTE 5 - DERIVATIVE LIABILITY: Schedule of Assumptions of the Derivative Liabilities (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Assumptions, Expected Term | 1 month 13 days | 1 month 13 days |
Minimum | ||
Fair Value Assumptions, Expected Volatility Rate | 78.00% | 52.00% |
Fair Value Assumptions, Risk-free rate | 0.74% | 0.25% |
Maximum | ||
Fair Value Assumptions, Expected Volatility Rate | 235.00% | 292.00% |
Fair Value Assumptions, Risk-free rate | 1.33% | 0.74% |
NOTE 6 - LOAN TRANSACTION (Deta
NOTE 6 - LOAN TRANSACTION (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2013 | Oct. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loan payable and accrued interest | $ 3,519 | $ 3,450 | ||||
Bill of Sale and assignment | ||||||
Proceeds from Short-term Debt | $ 5,000 | |||||
Repayments of Short-term Debt | $ 1,000 | $ 2,000 | $ 1,000 | |||
Loan payable and accrued interest | 1,419 | 1,350 | ||||
Artfield Investment - October 22, 2015 | ||||||
Loan payable and accrued interest | $ 2,100 | $ 2,100 |
NOTE 7 - RELATED PARTY TRANSA_2
NOTE 7 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expense paid by related party on behalf of the company | $ 0 | $ 23,945 |
Repayments of Other Debt | 142,779 | 0 |
Entity owned by the CEO | ||
Expense paid by related party on behalf of the company | 135,015 | 23,945 |
Repayments of Other Debt | 142,779 | 0 |
Due to Related Parties, Current | $ 15,000 | $ 45,264 |
NOTE 8 - MATERIAL CONTRACTS (De
NOTE 8 - MATERIAL CONTRACTS (Details) | Dec. 31, 2017USD ($) |
Details | |
Consulting fee payable | $ 22,500 |
Unrestricted shares due for consulting services contract | $ 22,500 |
NOTE 9 - EQUITY TRANSACTIONS (D
NOTE 9 - EQUITY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 29,890,066 | 11,626,857 |
Common Stock, Shares, Outstanding | 29,890,066 | 11,626,857 |
Preferred Stock, Shares Issued | 2,090,000 | 0 |
Preferred Stock, Shares Outstanding | 2,090,000 | 0 |
Common stock issued for convertible debt | 18,263,209 | |
Amount of debt converted | $ 24,500 | |
Proceeds from Issuance of Convertible Preferred Stock | $ 569,773 | |
Debt Conversion - March 21, 2017 | ||
Common stock issued for convertible debt | 572,476 | |
Amount of debt converted | $ 2,000 | |
Interest due | $ 834 | |
Price per share on conversion | $ 0.00495 | |
Debt Conversion - June 8, 2017 | ||
Common stock issued for convertible debt | 603,038 | |
Amount of debt converted | $ 700 | |
Interest due | $ 328 | |
Price per share on conversion | $ 0.00171 | |
Debt Conversion - June 13, 2017 | ||
Common stock issued for convertible debt | 638,926 | |
Amount of debt converted | $ 740 | |
Interest due | $ 350 | |
Price per share on conversion | $ 0.00171 | |
Debt Conversion - June 27, 2017 | ||
Common stock issued for convertible debt | 670,334 | |
Amount of debt converted | $ 1,245 | |
Interest due | $ 598 | |
Price per share on conversion | $ 0.00275 | |
Debt Conversion - July 18, 2017 | ||
Common stock issued for convertible debt | 701,519 | |
Amount of debt converted | $ 800 | |
Interest due | $ 396 | |
Price per share on conversion | $ 0.00171 | |
Debt Conversion - July 24, 2017 | ||
Common stock issued for convertible debt | 735,903 | |
Amount of debt converted | $ 810 | |
Interest due | $ 404 | |
Price per share on conversion | $ 0.00165 | |
Debt Conversion - August 3, 2017 | ||
Common stock issued for convertible debt | 775,636 | |
Amount of debt converted | $ 850 | |
Interest due | $ 430 | |
Price per share on conversion | $ 0.00165 | |
Debt Conversion - August 18, 2017 | ||
Common stock issued for convertible debt | 812,860 | |
Amount of debt converted | $ 885 | |
Interest due | $ 456 | |
Price per share on conversion | $ 0.00165 | |
Debt Conversion - August 25, 2017 | ||
Common stock issued for convertible debt | 852,841 | |
Amount of debt converted | $ 1,080 | |
Interest due | $ 562 | |
Price per share on conversion | $ 0.00193 | |
Debt Conversion - August 31, 2017 | ||
Common stock issued for convertible debt | 897,810 | |
Amount of debt converted | $ 810 | |
Interest due | $ 424 | |
Price per share on conversion | $ 0.00138 | |
Debt Conversion - September 13, 2017 | ||
Common stock issued for convertible debt | 941,854 | |
Amount of debt converted | $ 845 | |
Interest due | $ 450 | |
Price per share on conversion | $ 0.00138 | |
Debt Conversion - September 20, 2017 | ||
Common stock issued for convertible debt | 989,403 | |
Amount of debt converted | $ 885 | |
Interest due | $ 475 | |
Price per share on conversion | $ 0.00138 | |
Debt Conversion - October 3, 2017 | ||
Common stock issued for convertible debt | 1,038,870 | |
Amount of debt converted | $ 1,035 | |
Interest due | $ 565 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - October 16, 2017 | ||
Common stock issued for convertible debt | 1,090,032 | |
Amount of debt converted | $ 1,080 | |
Interest due | $ 599 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - October 19, 2017 | ||
Common stock issued for convertible debt | 1,141,941 | |
Amount of debt converted | $ 1,130 | |
Interest due | $ 629 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - November 6, 2017 | ||
Common stock issued for convertible debt | 1,201,538 | |
Amount of debt converted | $ 1,180 | |
Interest due | $ 670 | |
Price per share on conversion | $ 0.00154 | |
Debt Conversion - November 28, 2017 | ||
Common stock issued for convertible debt | 1,262,260 | |
Amount of debt converted | $ 2,325 | |
Interest due | $ 1,354 | |
Price per share on conversion | $ 0.00292 | |
Debt Conversion - December 6, 2017 | ||
Common stock issued for convertible debt | 1,326,373 | |
Amount of debt converted | $ 2,435 | |
Interest due | $ 1,431 | |
Price per share on conversion | $ 0.00292 | |
Debt Conversion - December 22, 2017 | ||
Common stock issued for convertible debt | 2,009,595 | |
Amount of debt converted | $ 3,665 | |
Interest due | $ 2,193 | |
Price per share on conversion | $ 0.00292 |
NOTE 10 - CONVERTIBLE PREFERR_2
NOTE 10 - CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Shares Issued for Cash | $ 41,809 | |
Preferred Shares Issued for Services | $ 160,000 | |
Preferred Stock, Shares Issued | 2,090,000 | 0 |
Preferred Stock, Shares Outstanding | 2,090,000 | 0 |
Preferred B Shares Issued 12/14/17 - 1 | ||
Preferred Shares Issued for Cash, shares | 1,210,000 | |
Preferred Shares Issued for Cash | $ 363,000 | |
Preferred B Shares Issued 12/14/17 - 2 | ||
Preferred Shares Issued for Cash, shares | 380,000 | |
Preferred Shares Issued for Cash | $ 145,200 | |
Preferred B Shares Issued 12/14/17 - 3 | ||
Preferred Shares Issued for Services, shares | 500,000 | |
Preferred Shares Issued for Services | $ 160,000 |
NOTE 11 - FOREIGN CURRENCY LO_2
NOTE 11 - FOREIGN CURRENCY LOSS (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Details | |
Foreign Currency Loss | $ 26,085 |
NOTE 12 - INCOME TAXES (Details
NOTE 12 - INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | |
Operating Loss Carryforwards | $ (572,775) | $ (303,175) |
NOTE 12 - INCOME TAXES_ Sched_2
NOTE 12 - INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Income tax expense (asset) at statutory rate | $ (194,744) |
Valuation allowance | 194,744 |
Income tax expense per books | $ 0 |