Document and Entity Information
Document and Entity Information | 3 Months Ended |
Dec. 31, 2019shares | |
Document and Entity Information | |
Entity Registrant Name | Oxford Northeast Ltd. |
Entity Central Index Key | 0001768206 |
Trading Symbol | onl |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Current Fiscal Year End Date | --09-30 |
Entity Common Stock, Shares Outstanding | 10,000,000 |
Document Type | 10-Q |
Document Period End Date | Dec. 31, 2019 |
Amendment Flag | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
Current Assets | ||
Cash | $ 26,957 | $ 17,850 |
Prepaid expenses and other current assets | 6,100 | 491 |
Total Current Assets | 33,057 | 18,341 |
Non-Current Assets | ||
Capitalized software, net | 214,476 | 218,061 |
Property and equipment, net | 261,128 | 214,959 |
Total Assets | 508,661 | 451,361 |
Current Liabilities | ||
Accounts payable and accrued expenses | 52,507 | 31,828 |
Client deposits | 50,000 | |
Total Current Liabilities | 102,507 | 31,828 |
Long Term Liabilities | ||
Accrued interest | 8,120 | |
Notes payable - Related Parties, net | 606,000 | 565,000 |
Total Liabilities | 716,627 | 596,828 |
Stockholders' Deficit | ||
Common stock, $0.0001 par value, 50,000,000 shares authorized, 10,000,000 shares issued and outstanding | 1,000 | 1,000 |
Accumulated deficit | (208,966) | (146,467) |
Total Stockholders' Deficit | (207,966) | (145,467) |
Total Liabilities and Stockholders' Deficit | $ 508,661 | $ 451,361 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Sep. 30, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Expenses | ||
General and administrative | $ 40,576 | $ 14,003 |
Depreciation and amortization expense | 18,476 | |
Total Operating Expenses | 59,052 | 14,003 |
Loss from Operations | (59,052) | (14,003) |
Other Expense | ||
Interest expense | (3,447) | (631) |
Loss before income taxes | (62,499) | (14,634) |
Provision for income taxes | 0 | |
Net Loss | $ (62,499) | $ (14,634) |
Basic and diluted loss per share | $ (0.01) | $ 0 |
Average number of common shares outstanding - basic and diluted | 10,000,000 | 10,000,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Accumulated Deficit | Total |
Beginning balance at Sep. 30, 2018 | $ 1,000 | $ (7,437) | $ (6,437) |
Beginning balance (in shares) at Sep. 30, 2018 | 10,000,000 | ||
Net loss | (14,634) | (14,634) | |
Ending balance at Dec. 31, 2018 | $ 1,000 | (22,071) | (21,071) |
Ending balance (in shares) at Dec. 31, 2018 | 10,000,000 | ||
Beginning balance at Sep. 30, 2019 | $ 1,000 | (146,467) | (145,467) |
Beginning balance (in shares) at Sep. 30, 2019 | 10,000,000 | ||
Net loss | (62,499) | (62,499) | |
Ending balance at Dec. 31, 2019 | $ 1,000 | $ (208,966) | $ (207,966) |
Ending balance (in shares) at Dec. 31, 2019 | 10,000,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (62,499) | $ (14,634) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 18,476 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (5,609) | |
Accounts payable and accrued expenses | 25,870 | 4,406 |
Client deposits | 50,000 | |
Accrued interest | 2,929 | |
Net cash (used in) provided by operating activities | 29,167 | (10,228) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capitalization of software costs | (41,800) | |
Purchase of equipment | (61,060) | |
Net cash used in investing activities | (61,060) | (41,800) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable - Related party, net | 41,000 | 60,252 |
Net cash provided by financing activities | 41,000 | 60,252 |
Net increase in cash and cash equivalents | 9,107 | 8,224 |
Cash and cash equivalents, beginning of period | 17,850 | 26,688 |
Cash and cash equivalents, end of period | 26,957 | $ 34,912 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 519 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Oxford Northeast LTD. (the “Company” or “Oxford Northeast”) is a smaller reporting company focused on developing its Zero Vacancy app and providing digital signage screens to salons in the NY Metro area. Oxford Northeast was formed on August 10, 2018, in the state of New York. Our goal is to market and advertise the Zero Vacancy app. This app is being designed to help landlords rent vacant apartments, offices and retail spaces at discounted rates. We intend to enter into agreements with landlords who have vacancies and who agree to accept lower rent payments for imperfect apartments, offices and retail spaces. These imperfections may range from stained carpets to a chipped countertop to a poorly painted wall. While the landlords will have to make representations about the conditions of their apartments, offices and retail spaces, we will not be independently verifying those representations. Potential tenants will be viewing the apartments, offices and retail spaces, and we intend to ask them for feedback as to the condition of the apartments, offices and retail spaces. In the event we are alerted to apartments listed on our app which violate any local or state codes or ordinances, or are in any way be uninhabitable or unsafe, we will delete such listings immediately. We intend to feature apartments with cosmetic imperfections only. Prospective tenants will have to agree to accept such apartments, office or retail space in “as is” condition in exchange for a lower rent. We expect that savings can be anywhere from 5‑25% depending on location, the current state of the rental market, and the unit’s imperfection. According to our business plan we will charge the landlord a fee to advertise on our site, and a success fee upon a signed lease. We believe that our app will benefit both landlords and tenants in that it will allow landlords to rent space they might not have otherwise been able to rent and/or rent space without spending money to fix it up, while at the same time giving potential tenants access to certain real estate markets they might have otherwise been priced out of. On December 17, 2019, the Company formed Inface Digital Media, Inc. a New York corporation (“Inface Digital Media”). Inface Digital Media has 200 shares of no par value common stock authorized, issued and outstanding with all 200 shares owned by the Company. Inface Digital Media provides digital signage screens to salons in the NY Metro area, which are set up and installed by Hudson Foundry, a company owned by Zev Eisenberg, the son of Samuel Eisenberg, our Chief Executive Officer and Chief Financial Officer. These screens will be programed to play content provided from a licensed content provider, in addition to advertisements provided by the particular salon, and other ads provided by third party vendors who would pay us to show these ads. Basis of Presentation The following condensed consolidated balance sheet as of September 30, 2019, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10‑Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements included within the Company’s Annual Report on Form 10‑K for the year ended September 30, 2019, as filed with the SEC on December 30, 2019. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three months ended December 31, 2019 may not be indicative of results for the full year. Principles of Consolidation The unaudited condensed consolidated financial statements represent the consolidation of the accounts of the Company and its wholly-owned subsidiary, Inface Digital Media, Inc., in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates Generally accepted accounting principles require that the financial statements include estimates by management in the valuation of certain assets and liabilities. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results of operations could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of twelve months or less to be cash equivalents. The Company’s cash is held with financial institutions, and the account balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit at times. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. Capitalized Software Costs related to website and internal-use software development are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 350‑50 — Intangibles — Website Development Costs. Such software is primarily related to our website. We begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Costs incurred prior to meeting these criteria are expensed as incurred and recorded within General and administrative expenses within the accompanying statements of operations. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, which the Company believes will be five years. Income Taxes The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the year ended September 30, 2019. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of New York. Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, “Revenue from Contracts with Customers,” which creates ASC 606, “Revenue from Contracts with Customers,” and supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition” and most industry-specific guidance throughout the ASC. ASU 2014‑09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted ASC 606 effective October 1, 2018, using modified retrospective basis and there was no cumulative effect to the financial statements. Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of its past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company’s influence, such as the judgment and actions of third parties. Revenue is generated when a lead provided to a landlord has resulted in a successful lease. We do not receive payments from the tenants for the services provided. We invoice the landlord for our fees after the qualified lease is executed. Revenue for Inface Digital Media is generated by selling adverting space on our digital signage screens. We offer advertising on a screen time basis, which means advertisers pay for the amount of time that their ad is displayed. We recognize revenue when we fulfill our performance obligations. A performance obligation may be satisfied over time or at a point in time depending on the customer agreement. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. When assets are sold, retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheets and any resulting gain or loss is reflected in the statements of operations and stockholders’ deficit in the period realized. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Furniture and equipment 5 years Digital signage screens 4 years The Company has entered into an agreement with a related party to purchase, set up and install digital signage screens. There is a $350 installation charge per digital signage screen. This charge is capitalized at installation and depreciated over the life of the screen. Advertising and Promotion Advertising and promotion costs are expensed as incurred. Advertising and promotion costs recognized in the unaudited condensed statements of operations for the three months ended December 31, 2018 and 2019, were $0 and $302, respectively. Deferred Financing Costs Costs incurred with obtaining and executing debt arrangements are capitalized and amortized over the term of the related debt using the effective interest method. The Company recognized amortization expense related to the deferred finance costs totaling $252 and $0 during the three months ended December 31, 2018 and 2019, respectively. In accordance with Accounting Standards Update (“ASU”) No. 2015‑03, deferred finance costs, net of accumulated amortization, in the amount of $584 and $0 have been included as a contra to the corresponding note payable in the accompanying balance sheet as of September 30, 2019 and December 31, 2019 (unaudited), respectively. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016‑02, amended and codified as Topic 842, Leases. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Either a prospective approved or a modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company adopted this provision on October 1, 2018 which did not have an impact on the Company’s financial statements. Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were no potentially dilutive securities for the year ended September 30, 2019. For the three months ended December 31, 2018 and 2019 the basic and diluted loss per share was $(0.00) and $(0.01), respectively. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Dec. 31, 2019 | |
CONCENTRATIONS | |
CONCENTRATIONS | 2. CONCENTRATIONS Cash Concentration The Company maintains its cash and cash equivalents at a financial institution which may, at times, exceed federally insured limits. At September 30, 2019 and December 31, 2019 (unaudited), the Company had no uninsured balances and has not experienced any losses in such accounts. |
CAPITALIZED SOFTWARE
CAPITALIZED SOFTWARE | 3 Months Ended |
Dec. 31, 2019 | |
CAPITALIZED SOFTWARE | |
CAPITALIZED SOFTWARE | 3. CAPITALIZED SOFTWARE Capitalized software consists of the following as of September 30, 2019 and December 31, 2019: September 30, December 31, 2019 2019 Software $ 218,061 $ 218,061 Less: Accumulated amortization — (3,585) Total $ 218,061 $ 214,476 The Company started amortizing the software when the software became commercially viable. For the three months ended December 31, 2019, amortization expense was $3,585. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: September 30, December 31, 2019 2019 Furniture and equipment $ 4,202 $ 4,202 Digital signage screens 214,048 275,108 Less: Accumulated depreciation (3,291) (18,182) Total $ 214,959 $ 261,128 For the three months ended December 31, 2018 and 2019, depreciation expense was $0 and $14,891, respectively. |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 3 Months Ended |
Dec. 31, 2019 | |
NOTES PAYABLE - RELATED PARTIES | |
NOTES PAYABLE - RELATED PARTIES | 5. NOTES PAYABLE – RELATED PARTIES During the period from August 10, 2018 (inception) to December 31, 2019, the Company received $606,000 in notes payable from their officers to pay for operating expenses. The notes have an interest rate of 2% annually. The principal and accrued interest amounts are due on February 28, 2022. The total accrued interest at September 30, 2019 and December 31, 2019 was $5,191 and $8,120, respectively. The Company recorded a total debt discount of $1,000, related to the note payable in 2018. During the three months ended December 31, 2018 and 2019, the Company recorded amortization expense in the amount of $252 and $0, respectively, related to the amortization of debt discount. The debt discount related to the note payable was fully amortized as of December 31, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Legal Matters From time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business. The Company was not a party to any specific legal actions or claims at September 30, 2019 and December 31, 2019. Occupancy Leases The Company leases office space on a month-to-month basis. The monthly rent payment is $149. Contracts The Company has entered into an agreement with a related party to design and develop their App software. As of September 30, 2019, and December 31, 2019, the total capitalized cost incurred for this project was $218,061. The Company has entered into an agreement with a related party to update and maintain the Company’s website. The monthly maintenance cost was originally $6,000 and was amended in July 2019 to $2,000. The Company has entered into an agreement with a related party to purchase, set up and install digital signage screens. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | 7. STOCKHOLDERS’ DEFICIT Common Stock At inception, the Company issued 10,000,000 shares of common stock to its founders. As of September 30, 2019, and December 31, 2019, there were 10,000,000 shares of common stock issued and outstanding. As part of their legal agreement, the Company will issue their attorney 15,000 shares of common stock at par value. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS The Company has entered into an agreement with a related party to design and develop their App software. As of September 30, 2019, and December 31, 2019, the total capitalized cost incurred for this project was $218,061. The Company has entered into an agreement with a related party to update and maintain the Company’s website. The monthly maintenance cost was originally $6,000 and was amended in July 2019 to $2,000. For the three months ended December 31, 2019, the total amount expensed was $6,000. The Company has entered into an agreement with a related party to purchase, set up and install digital signage screens. For the three months ended December 31, 2019 the total amount capitalized was $57,900. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 3 Months Ended |
Dec. 31, 2019 | |
BUSINESS SEGMENT INFORMATION | |
BUSINESS SEGMENT INFORMATION | 9. BUSINESS SEGMENT INFORMATION The Company conducts business as two operating segments, Oxford Northeast and Inface Digital Media. The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker. Operating results for the business segments of the Company are as follows: Oxford Inface Digital (unaudited, in thousands) Northeast Media Total Three Months Ended December 31, 2019 Revenues $ — $ — $ — Loss from operations (43,452) (15,600) (59,052) Net long-lived assets and total assets for the business segments of the Company, were as follows: Inface Oxford Digital (unaudited, in thousands) Northeast Media Total December 31, 2019 Long-lived assets, net $ 215,174 $ 260,430 $ 475,604 Total assets 242,131 266,530 508,661 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES The Company files corporate income tax returns in the United States (federal) and New York. The Company is subject to federal, state and local income tax examinations by tax authorities through inception. As of September 30, 2019 and December 31, 2019, the Company had federal and state net operating loss carry forwards of approximately $362,000 and $471,000 (unaudited), respectively, that may be offset against future taxable income at up to 80% of the taxable income each year. The net operating loss carryforwards do not expire. The Company also had net operating loss carryforwards for the state of New York of approximately $147,000 and $199,000 as of September 30, 2019 and December 31, 2019, respectively, of which approximately $7,000 will begin to expire in 2038. There was no provision for, or benefit from, income tax during the year ended September 30, 2019 and three months ended December 31, 2019 (unaudited). The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: For the For the Three Year Ended Months Ended September 30, December 31, 2019 2019 Net operating loss carry forwards $ 84,226 $ 109,959 Fixed Assets (45,141) (54,837) Total Deferred tax assets 39,085 55,122 Valuation allowance (39,085) (55,122) Net deferred tax asset $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. All tax years remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. Reconciliation of the statutory federal income tax to the Company’s effective tax: For the For the three year ended months ended September 30, December 31, 2019 2019 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 5.61 % 4.66 % Valuation allowance (26.61) % (25.66) % Provision for income taxes 0.00 % 0.00 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS On January 27, 2020, the Company received $5,000 in notes payable from their officer to pay for operating expenses. The note has an interest rate of 2% annually. The principal and accrued interest amounts are due on February 28, 2022. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | Organization Oxford Northeast LTD. (the “Company” or “Oxford Northeast”) is a smaller reporting company focused on developing its Zero Vacancy app and providing digital signage screens to salons in the NY Metro area. Oxford Northeast was formed on August 10, 2018, in the state of New York. Our goal is to market and advertise the Zero Vacancy app. This app is being designed to help landlords rent vacant apartments, offices and retail spaces at discounted rates. We intend to enter into agreements with landlords who have vacancies and who agree to accept lower rent payments for imperfect apartments, offices and retail spaces. These imperfections may range from stained carpets to a chipped countertop to a poorly painted wall. While the landlords will have to make representations about the conditions of their apartments, offices and retail spaces, we will not be independently verifying those representations. Potential tenants will be viewing the apartments, offices and retail spaces, and we intend to ask them for feedback as to the condition of the apartments, offices and retail spaces. In the event we are alerted to apartments listed on our app which violate any local or state codes or ordinances, or are in any way be uninhabitable or unsafe, we will delete such listings immediately. We intend to feature apartments with cosmetic imperfections only. Prospective tenants will have to agree to accept such apartments, office or retail space in “as is” condition in exchange for a lower rent. We expect that savings can be anywhere from 5‑25% depending on location, the current state of the rental market, and the unit’s imperfection. According to our business plan we will charge the landlord a fee to advertise on our site, and a success fee upon a signed lease. We believe that our app will benefit both landlords and tenants in that it will allow landlords to rent space they might not have otherwise been able to rent and/or rent space without spending money to fix it up, while at the same time giving potential tenants access to certain real estate markets they might have otherwise been priced out of. On December 17, 2019, the Company formed Inface Digital Media, Inc. a New York corporation (“Inface Digital Media”). Inface Digital Media has 200 shares of no par value common stock authorized, issued and outstanding with all 200 shares owned by the Company. Inface Digital Media provides digital signage screens to salons in the NY Metro area, which are set up and installed by Hudson Foundry, a company owned by Zev Eisenberg, the son of Samuel Eisenberg, our Chief Executive Officer and Chief Financial Officer. These screens will be programed to play content provided from a licensed content provider, in addition to advertisements provided by the particular salon, and other ads provided by third party vendors who would pay us to show these ads. |
Basis of Presentation | Basis of Presentation The following condensed consolidated balance sheet as of September 30, 2019, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10‑Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements included within the Company’s Annual Report on Form 10‑K for the year ended September 30, 2019, as filed with the SEC on December 30, 2019. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three months ended December 31, 2019 may not be indicative of results for the full year. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements represent the consolidation of the accounts of the Company and its wholly-owned subsidiary, Inface Digital Media, Inc., in conformity with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates Generally accepted accounting principles require that the financial statements include estimates by management in the valuation of certain assets and liabilities. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results of operations could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of twelve months or less to be cash equivalents. The Company’s cash is held with financial institutions, and the account balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit at times. Accounts are insured by the FDIC up to $250,000 per financial institution. The Company has not experienced any losses in such accounts with these financial institutions. |
Capitalized Software | Capitalized Software Costs related to website and internal-use software development are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 350‑50 — Intangibles — Website Development Costs. Such software is primarily related to our website. We begin to capitalize our costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. Costs incurred prior to meeting these criteria are expensed as incurred and recorded within General and administrative expenses within the accompanying statements of operations. Costs incurred for enhancements that are expected to result in additional features or functionality are capitalized. Capitalized costs are amortized using the straight-line method over the estimated useful life of the software, which the Company believes will be five years. |
Income Taxes | Income Taxes The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the year ended September 30, 2019. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of New York. |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, “Revenue from Contracts with Customers,” which creates ASC 606, “Revenue from Contracts with Customers,” and supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition” and most industry-specific guidance throughout the ASC. ASU 2014‑09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted ASC 606 effective October 1, 2018, using modified retrospective basis and there was no cumulative effect to the financial statements. Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the goods or services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised good or service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of its past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of the Company’s influence, such as the judgment and actions of third parties. Revenue is generated when a lead provided to a landlord has resulted in a successful lease. We do not receive payments from the tenants for the services provided. We invoice the landlord for our fees after the qualified lease is executed. Revenue for Inface Digital Media is generated by selling adverting space on our digital signage screens. We offer advertising on a screen time basis, which means advertisers pay for the amount of time that their ad is displayed. We recognize revenue when we fulfill our performance obligations. A performance obligation may be satisfied over time or at a point in time depending on the customer agreement. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. When assets are sold, retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheets and any resulting gain or loss is reflected in the statements of operations and stockholders’ deficit in the period realized. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Furniture and equipment 5 years Digital signage screens 4 years The Company has entered into an agreement with a related party to purchase, set up and install digital signage screens. There is a $350 installation charge per digital signage screen. This charge is capitalized at installation and depreciated over the life of the screen. |
Advertising and Promotion | Advertising and Promotion Advertising and promotion costs are expensed as incurred. Advertising and promotion costs recognized in the unaudited condensed statements of operations for the three months ended December 31, 2018 and 2019, were $0 and $302, respectively. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred with obtaining and executing debt arrangements are capitalized and amortized over the term of the related debt using the effective interest method. The Company recognized amortization expense related to the deferred finance costs totaling $252 and $0 during the three months ended December 31, 2018 and 2019, respectively. In accordance with Accounting Standards Update (“ASU”) No. 2015‑03, deferred finance costs, net of accumulated amortization, in the amount of $584 and $0 have been included as a contra to the corresponding note payable in the accompanying balance sheet as of September 30, 2019 and December 31, 2019 (unaudited), respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016‑02, amended and codified as Topic 842, Leases. The new standard establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Either a prospective approved or a modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company adopted this provision on October 1, 2018 which did not have an impact on the Company’s financial statements. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing income for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were no potentially dilutive securities for the year ended September 30, 2019. For the three months ended December 31, 2018 and 2019 the basic and diluted loss per share was $(0.00) and $(0.01), respectively. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of estimated useful lives of the assets | Furniture and equipment 5 years Digital signage screens 4 years |
CAPITALIZED SOFTWARE (Tables)
CAPITALIZED SOFTWARE (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
CAPITALIZED SOFTWARE | |
Summary of Capitalized software | September 30, December 31, 2019 2019 Software $ 218,061 $ 218,061 Less: Accumulated amortization — (3,585) Total $ 218,061 $ 214,476 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
Summary of property and equipment | September 30, December 31, 2019 2019 Furniture and equipment $ 4,202 $ 4,202 Digital signage screens 214,048 275,108 Less: Accumulated depreciation (3,291) (18,182) Total $ 214,959 $ 261,128 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
BUSINESS SEGMENT INFORMATION | |
Summary of operating results, net long-lived assets and total assets for the business segments | Operating results for the business segments of the Company are as follows: Oxford Inface Digital (unaudited, in thousands) Northeast Media Total Three Months Ended December 31, 2019 Revenues $ — $ — $ — Loss from operations (43,452) (15,600) (59,052) Net long-lived assets and total assets for the business segments of the Company, were as follows: Inface Oxford Digital (unaudited, in thousands) Northeast Media Total December 31, 2019 Long-lived assets, net $ 215,174 $ 260,430 $ 475,604 Total assets 242,131 266,530 508,661 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Summary of tax effects of temporary differences which give rise to deferred tax assets (liabilities) | For the For the Three Year Ended Months Ended September 30, December 31, 2019 2019 Net operating loss carry forwards $ 84,226 $ 109,959 Fixed Assets (45,141) (54,837) Total Deferred tax assets 39,085 55,122 Valuation allowance (39,085) (55,122) Net deferred tax asset $ — $ — |
Summary of reconciliation of the statutory federal income tax to the Company's effective tax | For the For the three year ended months ended September 30, December 31, 2019 2019 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 5.61 % 4.66 % Valuation allowance (26.61) % (25.66) % Provision for income taxes 0.00 % 0.00 % |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 17, 2019 | Sep. 30, 2019 | |
Number of shares authorized | 50,000,000 | 50,000,000 | |
Common stock issued | 10,000,000 | 10,000,000 | |
Common stock outstanding | 10,000,000 | 10,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Inface Digital Media, Inc | |||
Number of shares authorized | 200 | ||
Common stock issued | 200 | ||
Common stock outstanding | 200 | ||
Minimum | |||
Savings from office or retail space (as a percent) | 5.00% | ||
Maximum | |||
Savings from office or retail space (as a percent) | 25.00% |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) | Dec. 31, 2019USD ($) |
Maximum | |
Cash and Cash Equivalents | |
Accounts insured by FDIC | $ 250,000 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capitalized Software (Details) | 3 Months Ended |
Dec. 31, 2019 | |
Capitalized Software | |
Capitalized software | |
Estimated useful life of the software | 5 years |
ORGANIZATION AND SUMMARY OF S_7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2019USD ($) | |
INCOME TAXES | |
Interest and penalties | $ 0 |
ORGANIZATION AND SUMMARY OF S_8
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Furniture and fixtures | |
Property and Equipment | |
Estimated useful lives of the assets | 5 years |
Digital signage screens | |
Property and Equipment | |
Estimated useful lives of the assets | 4 years |
Installation charge per digital signage screen to related party | $ 350 |
ORGANIZATION AND SUMMARY OF S_9
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising and Promotion,Deferred Financing Costs and Net Loss per Share (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
Advertising and Promotion | |||
Advertising and promotion costs | $ 302 | $ 0 | |
Deferred Financing Costs | |||
Amortization expense related to deferred finance costs | 0 | $ 252 | |
Deferred finance costs, net of accumulated amortization | $ 0 | $ 584 | |
Net Loss per Share | |||
Basic and diluted loss per share | $ (0.01) | $ 0 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
CONCENTRATIONS | ||
Uninsured balances | $ 0 | $ 0 |
CAPITALIZED SOFTWARE (Details)
CAPITALIZED SOFTWARE (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2019 | |
Capitalized software | ||
Software | $ 218,061 | $ 218,061 |
Less: Accumulated amortization | (3,585) | |
Total | 214,476 | $ 218,061 |
Amortization expense | $ 3,585 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Less: Accumulated depreciation | $ (18,182) | $ (3,291) | |
Property and equipment, net | 261,128 | 214,959 | |
Depreciation expense | 14,891 | $ 0 | |
Furniture and fixtures | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | 4,202 | 4,202 | |
Digital signage screens | |||
Property, Plant and Equipment, Net, by Type [Abstract] | |||
Property and equipment, gross | $ 275,108 | $ 214,048 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 17 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transaction [Line Items] | |||||
Total accrued interest | $ 8,120 | $ 8,120 | $ 5,191 | ||
Total debt discount related to the note payable to related party | $ 1,000 | ||||
Amortization expense related to debt discount | 0 | $ 252 | |||
Officer | |||||
Related Party Transaction [Line Items] | |||||
Notes payable | $ 606,000 | $ 606,000 | |||
Interest rate | 2.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Aug. 10, 2018 | Jul. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 |
COMMITMENTS AND CONTINGENCIES | ||||
Rent payment | $ 149 | |||
Total capitalized cost incurred | 218,061 | $ 218,061 | ||
Monthly maintenance cost | $ 6,000 | $ 2,000 | $ 6,000 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - shares | 3 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2019 | |
STOCKHOLDERS' DEFICIT | ||
Number of shares issued to founder | 10,000,000 | |
Common stock issued | 10,000,000 | 10,000,000 |
Common stock outstanding | 10,000,000 | 10,000,000 |
Number of shares the entity will issue their attorney | 15,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Aug. 10, 2018 | Jul. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 |
RELATED PARTY TRANSACTIONS | ||||
Total capitalized cost incurred | $ 218,061 | $ 218,061 | ||
Monthly maintenance cost | $ 6,000 | $ 2,000 | 6,000 | |
Total amount capitalized to purchase, set up and install digital signage screens | $ 57,900 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) | 3 Months Ended |
Dec. 31, 2019item | |
BUSINESS SEGMENT INFORMATION | |
Number of operating segments | 2 |
BUSINESS SEGMENT INFORMATION -
BUSINESS SEGMENT INFORMATION - Operating results for the business segments (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
Revenue, Major Customer [Line Items] | |||
Loss from operations | $ (59,052) | $ (14,003) | |
Long-lived assets, net | 475,604 | ||
Total assets | 508,661 | $ 451,361 | |
Oxford Northeast | |||
Revenue, Major Customer [Line Items] | |||
Loss from operations | (43,452) | ||
Long-lived assets, net | 215,174 | ||
Total assets | 242,131 | ||
Inface Digital Media | |||
Revenue, Major Customer [Line Items] | |||
Loss from operations | (15,600) | ||
Long-lived assets, net | 260,430 | ||
Total assets | $ 266,530 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for, or benefit from, income tax | $ 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 362,000 | $ 362,000 |
Percentage of taxable income that can be set off against loss carryforwards | 80.00% | 80.00% |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 471,000 | $ 471,000 |
Percentage of taxable income that can be set off against loss carryforwards | 80.00% | 80.00% |
New York | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 199,000 | $ 147,000 |
Net operating loss carry forwards subject to expiration | $ 7,000 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (liabilities) (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
Tax effects of temporary differences which give rise to deferred tax assets (liabilities) | ||
Net operating loss carry forwards | $ 109,959 | $ 84,226 |
Fixed Assets | (54,837) | (45,141) |
Total Deferred tax assets | 55,122 | 39,085 |
Valuation allowance | $ (55,122) | $ (39,085) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of the statutory federal income tax (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Sep. 30, 2019 | |
Reconciliation of the statutory federal income tax to the Company's effective tax | ||
Statutory federal tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 4.66% | 5.61% |
Valuation allowance | (25.66%) | (26.61%) |
Provision for income taxes | 0.00% | 0.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent events | Jan. 27, 2020USD ($) |
Subsequent Event [Line Items] | |
Notes payable | $ 5,000 |
Interest rate | 2.00% |