Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Oct. 11, 2019 | |
Document and Entity Information [Abstract] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001651992 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Entity Registrant Name | Appsoft Technologies, Inc. | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | ASFT | |
Entity Common Stock, Shares Outstanding | 4,145,103 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Title of 12(b) Security | Common Stock | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 6 | $ 17 |
TOTAL CURRENT ASSETS | 6 | 17 |
FIXED ASSETS | ||
Computer Equipment, net | 935 | 1,039 |
TOTAL FIXED ASSETS | 935 | 1,039 |
TOTAL ASSETS | 941 | 1,056 |
CURRENT LIABILITIES | ||
Accounts Payable and Accruals | 37,933 | 33,983 |
Accrued Interest | 1,115 | 265 |
TOTAL CURRENT LIABILITIES | 39,048 | 34,248 |
Note Payable | 174,954 | 160,314 |
TOTAL LIABILITIES | 214,002 | 194,562 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
STOCKHOLDER'S EQUITY | ||
Series A Cumulative, Convertible Preferred stock ($0.0001 par value; 10,000,000 shares authorized; 1,937,400 and 1,937,400 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively) | 194 | 194 |
Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,145,103 and 4,145,103 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively) | 414 | 414 |
Additional Paid in Capital | 491,492 | 491,492 |
Additional Paid in Capital - Stock Warrants | 42,400 | 42,400 |
Accumulated Deficit | (747,561) | (728,006) |
TOTAL STOCKHOLDER'S EQUITY (DEFICIT) | (213,061) | (193,506) |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT) | $ 941 | $ 1,056 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 1,937,400 | 1,937,400 |
Preferred Stock, Shares Outstanding | 1,937,400 | 1,937,400 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 4,145,103 | 4,145,103 |
Common Stock, Shares, Outstanding | 4,145,103 | 4,145,103 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Sales | $ 0 | $ 0 |
Total Revenue | 0 | 0 |
EXPENSES: | ||
Selling, General and Administrative | 6,511 | 606 |
Amortization/Depreciation Expense | 104 | 5,605 |
Interest Expense | 850 | 532 |
Outside Services | 2,000 | 0 |
Professional Fees | 12,640 | 6,540 |
Total Expense | 22,105 | 13,283 |
Loss from operations | (22,105) | (13,283) |
Loss on Write-off of Phones Apps | 0 | 0 |
Provision for Income Taxes | 0 | 0 |
NET LOSS | $ (22,105) | $ (13,283) |
Weighted average common shares outstanding, basic and fully diluted | 4,145,103 | 3,183,500 |
Basic and fully diluted net loss per common share: | $ (0.01) | $ 0 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (22,105) | $ (13,283) |
Amortization and Depreciation | 104 | 5,604 |
Changes in Assets and Liabilities: | ||
Increase (decrease) in Accounts Payable and Other Accruals | 6,500 | (1,033) |
Increase (decrease) in Accrued Interest Expense | 850 | 532 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (14,651) | (8,180) |
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES: | ||
Note Payable - borrowings | 14,640 | 8,923 |
Bank Overdraft | 0 | (843) |
Capital Contributions | 0 | 100 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 14,640 | 8,180 |
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | (11) | 0 |
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD | 17 | 0 |
END OF THE PERIOD | 6 | 0 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
CASH PAID DURING THE PERIOD FOR: Interest | 0 | 0 |
CASH PAID DURING THE PERIOD FOR: Taxes | $ 0 | $ 0 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid In Capital Stock Warrants [Member] | Accumulated Deficit [Member] | Total |
Balances at Dec. 31, 2017 | $ 403 | $ 195 | $ 474,409 | $ 42,400 | $ (595,476) | $ (78,069) |
Balances (in shares) at Dec. 31, 2017 | 4,032,500 | 1,945,900 | ||||
Net loss | $ 0 | $ 0 | 0 | 0 | (13,283) | (13,283) |
Capital Contribution | 0 | 0 | 100 | 0 | 0 | 100 |
Balances at Mar. 31, 2018 | $ 403 | $ 195 | 474,509 | 42,400 | (608,759) | (91,252) |
Balances (in shares) at Mar. 31, 2018 | 4,032,500 | 1,945,900 | ||||
Balances at Dec. 31, 2018 | $ 414 | $ 194 | 491,492 | 42,400 | (728,006) | (193,506) |
Balances (in shares) at Dec. 31, 2018 | 4,154,103 | 1,945,900 | ||||
Net loss | $ 0 | $ 0 | 0 | 0 | (22,105) | (22,105) |
Balances at Mar. 31, 2019 | $ 414 | $ 194 | $ 491,492 | $ 42,400 | $ (750,111) | $ (213,061) |
Balances (in shares) at Mar. 31, 2019 | 4,154,103 | 1,945,900 |
BUSINESS ACTIVITY
BUSINESS ACTIVITY | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | NOTE A—BUSINESS ACTIVITY AppSoft Technologies (the "Company”) was organized under the laws of the State of Nevada March 24, 2015. The Company’s fiscal year end is December 31 st . The Company develops, publishes and markets mobile software applications for smartphones and tablet devices (“Apps”). We currently own a portfolio comprising over 400 Apps titles including games designed to appeal to a broad cross section of consumers and legal-related Apps that provide compilations of federal and state laws and regulations across a variety of legal disciplines and digests of court decisions rendered by federal courts. Consumers download our Apps through direct-to-consumer digital storefronts, such as the Apple App Store and Google Play Store. We currently generate revenue from sales, or downloads, of our Apps and from advertisements published on our ad supported game titles. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 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 $747,561 and cash used in operations of $14,651 at March 31, 2019. 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 | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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, 2018. 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 (iv) collectability is reasonably assured. 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. There was a total of 484,350,000 shares upon conversion of preferred stock as March 31, 2019. 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 March 31, 2019, and 2018 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 March 31, 2019 and 2018. 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 Level 2 Level 3 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 March 31, 2019 and 2018. 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 December 31, 2018, 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 March 31, 2019 and 2018. Recently Issued Accounting Pronouncements In June 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. In 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, 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. 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 | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 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 March 31, 2019 and 2018. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE E—CAPITAL STOCK The Company is authorized to issue 1,000,000,000 Common Shares at $.0001 par value per share. In April 2018, the Company sold 5,714 at $1.05 per share for a total value of $5,999. In July 2018, the Convertible Promissory Note in the amount of $10,000 plus $$992 of Accrued Interest was converted into shares 21,889 shares of Common Stock. In July 2018, 8,500 shares of Preferred Stock were converted into 85,000 shares of Common Stock. Total issued and outstanding shares of common stock is 4,145,103 and 4,032,500 as of March 31, 2019 and 2018, respectively. Total issued and outstanding shares of preferred stock is 1,937,400 and 1,945,300 as of March 31, 2019 and 2018, respectively. The Company is authorized to issue 10,000,000 Series A Cumulative, Convertible Preferred Shares (Preferred Stock) at $.0001 par value per share. During the period from inception (March 24, 2015) through December 31, 2016, the Company issued 2,000,000 shares of preferred stock at $.05 per share to Ventureo, LLC in exchange for $50,000 in cash and Phone Apps with a fair market value of $50,000 for a total of $100,000. The shares of “Preferred Stock” are convertible, at the option of the holder, into shares of common stock at a conversion price of $0.005 per share. The holder of the “Preferred Stock” may not convert any portion of the “Preferred Stock” if, after giving effect to such conversion, the holder would beneficially own in excess of 4.99%, except that the holder may, by written notice to the Company, increase or decrease this percentage up to a maximum of 9.99%, provided that any such increase will not be effective until the 61 st day after such notice is delivered to the Company. Upon a liquidation event, the Company shall first pay to the holders of the “Preferred Stock” an amount per share equal to the Original Issue Price (i.e., $0.05 per share of Series A Preferred Stock), plus all accrued and unpaid dividends on each share of Series A Preferred Stock (the “Series A Preference Amount”). After full payment of the liquidation preference amount to the holders of the “Preferred Stock”, the Company will then distribute the remaining assets to holders of common stock, other junior preferred shares (if any) and the “Preferred Stock” on an as-if-converted-basis. The Series A Preferred Stock ranks senior to the Company’s common stock and senior to any other shares of preferred stock the Company may issue in the future. The Company agreed to reduce the price at which each share of Series A Preferred Stock, of which Ventureo is the sole holder, converts into Common Stock from $0.005 per share to $0.0002 per share. In April 2019, the Company filed an amendment to its Articles of Incorporation reflecting the change of the conversion price. The Company’s Board approved the Agreement by unanimous written consent to action on November 30, 2018 and the Majority Holders approved the Agreement by the Stockholder Consent on December 4, 2018. Capital Contributions Brian Kupchik, President and CEO made a capital contribution of $100 in cash in January 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE F—RELATED PARTY TRANSACTIONS The Company has paid $0 and $000 in management fees for the three-month period March 31, 2019 and 2018, respectively (included in the Outside Services Expense line item on the Statement of Operations) to Brian Kupchik, President and CEO. |
OTHER ASSET_PHONE APPS AND GAMI
OTHER ASSET/PHONE APPS AND GAMING PLATFORM | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE G—OTHER ASSET/PHONE APPS AND GAMING PLATFORM Phone Apps As a part of the Preferred Stock transaction (refer to Note E above), the Company acquired Phone Apps valued at $50,000. These Phone Apps have not been generating sufficient sales revenue (cash inflow) and it is evident that the book value of the asset cannot be recovered, so Company’s Management has decided to write-off the asset as of December 31, 2018. The write-off of the Phone Apps has resulted in a loss in the amount of $12,500 which has been reported on the Company’s December 31, 2018 Financial Statements. (Refer to Note J below for details of the asset acquired) eSports Tournament Platform Assets In June 2016, AppSoft Technologies, Inc. (the “Company”) acquired certain assets comprising an eSports tournament platform for competitive gamers from Guuf LLC (“Guuf”). The Company acquired the assets for a total purchase price of $60,000 (refer to Note K below). These Guuf Apps have not been generating sufficient sales revenue (cash inflow) and it is evident that the book value of the asset cannot be recovered at this time, so Company’s Management has decided to write-off the asset as of December 31, 2018. The write-off of the Guuf Apps has resulted in a loss in the amount of $33,000 which has been reported on the Company’s December 31, 2018 Financial Statements. (See note J below for details on asset) |
INCOME TAX
INCOME TAX | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE H—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 March 31, 2019 is approximately $748,000 and as of March 31, 2018 is $608,700 approximately. The total deferred tax asset is approximately $157,000 and $127,827 for the periods March 31, 2019 and 2018, 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 have any tax returns currently or for the previous three years open for examination. |
NOTES PAYABLE AND NOTE EXCHANGE
NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE I—NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT On November 30, 2018, the Company entered into an Exchange Agreement with its Creditors under which each Creditor agreed to cancel the Original Notes issued and accept a new promissory note from the Company evidencing the amount of principal and accrued interest thereon through such date owed to the Creditor that mature on December 31, 2021 in exchange for the Original Notes. In consideration for the exchange of the Original Notes for the New Notes, the Company agreed to reduce the price at which each share of Series A Preferred Stock, of which Ventureo is the sole holder, converts into Common Stock from $0.005 per share to $0.0002 per share. The Company filed an amendment to its Articles of Incorporation reflecting the change of the conversion price. The Company’s Board approved the Agreement by unanimous written consent to action on November 30, 2018 and the Majority Holders approved the Agreement by the Stockholder Consent on December 4, 2018. The total amount of the Notes Payable is $174,954 and bears interest at 2% per year. Interest expense for the period ended March 31, 2019 is $1,115. During the 1 st Quarter 2019, the Company incurred an additional $14,640 in Notes Payable (included in the total above). |
ASSET ACQUISITIONS
ASSET ACQUISITIONS | 3 Months Ended |
Mar. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Asset Acquisition Disclosure [Text Block] | NOTE J—ASSET ACQUISITIONS The assets consist of the following: · title to registered or unregistered trademarks and trade names; · web platform, files, source code and object code; · branding and marketing collateral; · Guuf.com domain name; · prototyped design files of Guuf’s mobile application for iOS; · web development of new Guuf features, including free play modes and mobile gaming tournaments; · strategic development of Guuf’s user achievements list and ranking and leaderboard system calculations; and · sourcing of development for new Guuf features including automated score reporting, API, mobile application for iOS, user achievements, ranking and leaderboard systems, and live streaming. These Guuf Apps have not been generating sufficient sales revenue (cash inflow) and it is evident that the book value of the asset cannot be recovered at this time, so Company’s management has decided to write-off the asset as of December 31, 2018. The write-off of the Guuf Apps has resulted in a loss in the amount of $33,000 which has been reported on the December 31, 2018 Company’s financial statements. Acquisition of Mobile Phone App Assets On June 10, 2016, the Company acquired by assignment from Marc Seal certain concepts, artwork, story lines and related computer software in connection with a computer game titled “CryptoGene,” for mobile application (the “Assigned Property”), including: (i) Complete “CryptoGene” intellectual property (Any active and applicable trademarks, copyrights, patents, works, etc.) (ii) CryptoGene website (www.CryptoGene.com) (iii) CryptoGene software (Video Game for mobile and computer platforms) (iv) CryptoGene: Origins (Work in Progress 50 Page Graphic Novel) (v) CryptoGene Short Story (Work in Progress 10 Page Graphic Novel) The assignment includes all of Mr. Seal’s right and interest in and to the intellectual property, including any right to use or disseminate CryptoGene as a mobile application or in any other medium (including all other audio-visual rights, print and allied and incidental rights), all advertising, publication, and promotion rights with respect to any part of CryptoGene or any adaptation or version thereof, and all merchandising, commercial tie-in, publishing, and exploitation rights. These Phone Apps have not been generating sufficient sales revenue (cash inflow) and it is evident that the book value of the asset cannot be recovered, so Company’s Management has decided to write-off the asset as of December 31, 2018. The write-off of the Phone Apps has resulted in a loss in the amount of $12,500 which has been reported on the Company’s December 31, 2018 financial statements. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE K—FIXED ASSETS In July 2016, the Company purchased computer equipment for $2,079. The computer equipment will be depreciated over its estimated useful life of 5 years. Annual depreciation is $416. Depreciation expense was $104 and $104 for the three months ended March 31, 2019 and 2018, respectively. Accumulated Depreciation is $1,144 as of March 31, 2019. |
MATERIAL EVENTS_Subsequent Even
MATERIAL EVENTS/Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Material Event And Subsequent Events [Abstract] | |
Material Event and Subsequent Event Disclosure [Text Block] | NOTE L—MATERIAL EVENTS / Subsequent Events The Company has evaluated subsequent events from March 31, 2019, through the date of filing this Form 10-Q and since the close of the period covered by the financial statements of which these notes form a part, the following material transactions have occurred: The Company borrowed an aggregate of $1,762.50 which borrowings are evidenced by promissory notes. The promissory note bears interest at the rate of 2% per annum and is payable on December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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, 2018. |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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. |
Use of Estimates, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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 collectability is reasonably assured. |
Comprehensive Income, Policy [Policy Text Block] | 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. |
Earnings Per Share, Policy [Policy Text Block] | 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. There was a total of 484,350,000 shares upon conversion of preferred stock as March 31, 2019. |
Income Tax, Policy [Policy Text Block] | 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, Policy [Policy Text Block] | 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. |
Receivables, Policy [Policy Text Block] | Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of March 31, 2019, and 2018 the balance in Accounts Receivable was $0 and $0. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | 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 March 31, 2019 and 2018. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | 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 Measurement, Policy [Policy Text Block] | 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 Level 2 Level 3 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 March 31, 2019 and 2018. 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 December 31, 2018, 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 March 31, 2019 and 2018. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In June 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. In 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, 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. 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. |
BUSINESS ACTIVITY (Details Text
BUSINESS ACTIVITY (Details Textual) | 3 Months Ended |
Mar. 31, 2019item | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of Mobile Applications Owned | 400 |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Retained Earnings (Accumulated Deficit), Total | $ (747,561) | $ (728,006) | |
Net Cash Provided by (Used in) Operating Activities | $ (14,651) | $ (8,180) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Accounts Receivable, Net, Current, Total | $ 0 | $ 0 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 484,350,000 |
CAPITAL STOCK (Details Textual)
CAPITAL STOCK (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 30 Months Ended | ||||
Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | |
Stock Issued During Period, Shares, Issued for Services | 5,714 | ||||||
Shares Issued, Price Per Share | $ 1.05 | $ 0.05 | |||||
Common Stock, Shares, Issued | 4,145,103 | 4,032,500 | 4,145,103 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Preferred Stock, Shares Issued | 1,937,400 | 1,945,300 | 1,937,400 | ||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | |||||
Convertible Preferred Stock Conversion Price | $ 0.005 | ||||||
Proceeds from Contributed Capital | $ 0 | $ 100 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Proceeds from Issuance of Common Stock | $ 5,999 | ||||||
Debt Conversion, Original Debt, Amount | $ 10,000 | ||||||
Interest Payable, Current | $ 992 | $ 1,115 | $ 265 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 21,889 | ||||||
Conversion of Stock, Shares Converted | 8,500 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 85,000 | ||||||
Common Stock, Convertible, Conversion Price, Increase | $ 0.005 | ||||||
Common Stock, Convertible, Conversion Price, Decrease | $ 0.0002 | ||||||
Minimum [Member] | |||||||
Convertible Preferred Stock ,Beneficially Ownership Percentage | 4.99% | ||||||
Maximum [Member] | |||||||
Convertible Preferred Stock ,Beneficially Ownership Percentage | 9.99% | ||||||
Chief Executive Officer [Member] | |||||||
Proceeds from Contributed Capital | $ 100 | ||||||
Series A Preferred Stock [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | ||||||
Preferred Stock, Shares Authorized | 10,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Preferred Stock, Shares Issued | 2,000,000 | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 50,000 | ||||||
Payments to Acquire Productive Assets, Total | $ 50,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Payment for Management Fee | $ 0 | $ 0 |
OTHER ASSET_PHONE APPS AND GA_2
OTHER ASSET/PHONE APPS AND GAMING PLATFORM (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jun. 30, 2016 | |
Capitalized Computer Software, Net | $ 60,000 | |||
Loss On Write Off Of Other Assets | $ 0 | $ 0 | ||
Gaming Platform [Member] | ||||
Finite-Lived Intangible Assets, Gross | $ 50,000 | |||
Phone Apps [Member] | ||||
Loss On Write Off Of Other Assets | 12,500 | |||
Guuf Apps [Member] | ||||
Loss On Write Off Of Other Assets | $ 33,000 |
INCOME TAX (Details Textual)
INCOME TAX (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 748,000 | $ 608,700 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |
Deferred Tax Assets, Net | $ 157,000 | $ 127,827 |
NOTES PAYABLE AND NOTE EXCHAN_2
NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Nov. 30, 2018 | |
Notes Payable | $ 174,954 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||
Interest Expense | $ 850 | $ 532 | |
Proceeds from Notes Payable | $ 14,640 | $ 8,923 | |
Maximum [Member] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.005 | ||
Minimum [Member] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.0002 |
ASSET ACQUISITIONS (Details Tex
ASSET ACQUISITIONS (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Loss On Write Off Of Other Assets | $ 0 | $ 0 | |
Guuf Apps [Member] | |||
Loss On Write Off Of Other Assets | $ 33,000 | ||
Phone Apps [Member] | |||
Loss On Write Off Of Other Assets | $ 12,500 |
FIXED ASSETS (Details Textual)
FIXED ASSETS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | |
Depreciation | $ 104 | $ 104 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,144 | ||
Computer Equipment [Member] | |||
Payments to Acquire Property, Plant, and Equipment | $ 2,079 | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Depreciation | $ 416 |
MATERIAL EVENTS_Subsequent Ev_2
MATERIAL EVENTS/Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Material Event And Subsequent Events [Abstract] | |
Debt Instrument, Face Amount | $ 1,762.50 |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Debt Instrument, Maturity Date | Dec. 31, 2021 |