NOTE 1. ORGANIZATION AND NATURE OF BUSINESS
Start Scientific, Inc. (the Company) was formed in the state of Utah on February 4, 2004, with authorized common stock of 10,000,000 shares. The Company was subsequently reincorporated in the State of Delaware on February 14, 2006 with authorized common stock of 5,000,000,000 shares and authorized preferred stock of 100 shares. Both classes of stock have a par value of $0.00001 per share.
On December 5, 2018, the Company effected a 1 share for 2,000 shares reverse stock split, which reduced the issued and outstanding shares of common stock from 745,024,353 shares to 373,174 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split, and all disclosure references to common stock are post-split unless otherwise indicated.
Our future business is expected to be based on the exploration, development, drilling, and production of various oil and gas properties. In particular, we intend to look for oil and gas opportunities in international markets. Whether in respect to the development of oil and gas interests in North America or overseas, we expect to align with industry partners in respect of the drilling and operation of these wells. Our long-term focus is to grow and develop existing oil and gas leasehold interests and acquire new interests within and without the continental United States. In addition, we intend to acquire interests in older wells that, with the application of newer technologies, may increase production and reserves.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $16,859,674 and had a net loss of $17,285 for the year ended December 31, 2018. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due, and to generate profitable operations in the future. Management plans to continue to provide for its capital requirements by seeking long term financing which may be in the form of additional equity securities and debt. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year end is December 31.
b) Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances,
15
the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates included are assumptions about collection of accounts receivable, useful life of fixed and intangible assets, impairment analysis of goodwill and intangible assets, estimates used in the fair value calculation of stock-based compensation, beneficial conversion feature and derivative liability on convertible notes and warrants using Black-Scholes Model.
c) Cash and Cash Equivalents
For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents.
d) Financial Instruments
Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of accounts payable, accrued liabilities, notes payable and convertible notes payable and amounts due to related parties. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
e) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
16
|
As of
|
|
December 31,
|
|
2018
|
|
2017
|
Convertible notes payable
|
28,155
|
|
59,038
|
f) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
g) Revenue Recognition
The Company recognizes revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred, or title has passed; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.
Revenues are recognized upon shipment, provided that a signed purchase order has been received, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, and there are no remaining significant obligations. Reserves for sales returns and allowances, including allowances for so called “ship and debit” transactions, are recorded at the time of shipment, based on historical levels of returns and discounts, current economic trends and changes in customer demand. Certain internet generated transactions that are prepaid at time of order, are recognized at the time the merchandise ships from the warehouse to the customer.
Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
h) Allowance for doubtful accounts
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts and the aging of the accounts receivable. The Company regularly reviews the adequacy of the Company’s allowance for doubtful accounts through identification of specific receivables where it is expected that payments will not be received. The Company also establishes an unallocated reserve that is applied to all amounts that are not specifically identified. In determining specific receivables where collections may not have been received, the Company reviews past due receivables and gives consideration to prior collection history and changes in the customer’s overall business condition. The allowance for doubtful accounts reflects the Company’s best estimate as of the reporting dates.
At December 31, 2018 and 2017, the Company had no allowance for doubtful accounts as it had no accounts receivable in those periods.
i) Related Party Transactions
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged.
17
j) Recent Accounting Pronouncements
In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance.
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services.
The effective date for ASU 2016-10 is the same as the effective date of ASU 2016-08 and ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years.
Effective January 1, 2018, the Company will adopt the requirements of Topic 606 using the modified retrospective method. Upon adoption, the Company will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Using the modified retrospective method of adoption, the comparative information for periods prior to 2018 will not be restated and instead will continue to be reported under the accounting standards in effect for those periods.
The Company anticipates that the adoption of the new standard will not result in a material difference between the recognition of revenue under Topic 606 and prior accounting standards. In addition, to meet the disaggregation disclosure requirements under Topic 606, the Company anticipates its disclosure of revenue disaggregation will be by major product group, geographic area and major sales channels.
Business Combinations. In January 2017, the FASB issued authoritative guidance that clarifies the definition of a business to help companies evaluate whether acquisition or disposal transactions should be accounted for as asset groups or as businesses. The authoritative guidance will be effective for Start Scientific in the first quarter of fiscal 2019 on a prospective basis, with early adoption permitted. The impact of the adoption depends on the facts and circumstances of future acquisition or disposal transactions.
Income Taxes: Intra-Entity Asset Transfers. In October 2016, the FASB issued authoritative guidance that requires entities to recognize at the transaction date the income tax consequences of intercompany asset transfers other than inventory. The authoritative guidance will be effective for Start Scientific in the first quarter of fiscal 2019, with early adoption permitted. Start Scientific is implementing this new guidance on Start Scientific’s consolidated financial statements effective in the first quarter of 2019.
Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued authoritative guidance which addresses classification of certain cash receipts and cash payments related to the statement of cash flows. The authoritative guidance will be effective for Start Scientific in the first quarter of fiscal 2019. The adoption of this guidance is not expected to have a significant impact on Start Scientific’s consolidated financial statements.
Leases. In February 2016, the FASB issued authoritative guidance for lease accounting, which requires lessees to recognize lease assets and liabilities on the balance sheet for certain lease arrangements that are classified as operating leases under the previous standard, and to provide for enhanced disclosures. The authoritative guidance will be effective for Start Scientific in the first quarter of fiscal 2019 and should see Start Scientific using a modified retrospective approach. Early adoption is permitted. Start Scientific is currently evaluating the effect of this new guidance on Start Scientific’s consolidated financial statements.
Financial Instruments: Classification and Measurement. In January 2016, the FASB issued authoritative guidance that requires equity investments that do not result in consolidation, and are not accounted for under the equity method, to be measured at fair value, and requires recognition of any changes in fair value in net income unless the investments qualify for a new practicability exception. For financial liabilities measured at fair value, the change in fair value caused by a change in instrument-specific credit risk will be required to be presented separately in other comprehensive
18
income. The authoritative guidance will be effective for Start Scientific, in the first quarter of fiscal 2019. Early adoption is permitted only for the provisions related to the recognition of changes in fair value of financial liabilities caused by instrument-specific credit risk. Start Scientific is currently evaluating the effect of this new guidance on Start Scientific’s consolidated financial statements.
k) Inventory
Inventories are stated at the lower of cost or net realizable value and consist of finished goods produced in accordance with Company specifications, work-in-process as such may exist from time to time at various supplier locations that may work with Company supplied goods and materials, and raw materials that are purchased in connection with upcoming seasonal production of goods.
l) Derivative Liabilities
The Company assessed the classification of its derivative financial instruments as of December 31, 2018, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
m) Convertible Instruments
The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.
Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.
The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.
ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.
19
n) Long Lived Assets
The Company follows Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires those long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.
o) Advertising
Advertising is expensed as incurred and is included in selling costs on the accompanying consolidated statements of operations. Advertising and marketing expense for the years ended December 31, 2018 and 2017 was $-0- and $-0-, respectively.
p) Income Taxes
The Company follows FASB ASC 740-10, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
At December 31, 2018, the Company had net operating loss carryforwards of approximately $1,706,300 which may be offset against future taxable income through 2038. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to future use. In December 2017, Congress enacted the Tax Cuts and Jobs Act which changed the corporate income tax rate to a flat 21% for the tax year beginning in 2018.
Components of deferred tax assets were approximately as follows:
As at December 31,
|
2018
|
|
2017
|
Net operating loss carry forward
|
$ 1,456
|
|
$ 126,256
|
Accrued liabilities
|
-
|
|
-
|
Valuation allowance
|
(1,456)
|
|
(126,256)
|
Total
|
$ -
|
|
$ -
|
20
Reconciliation between the statutory United States corporate income tax rate (21% for 2018 and 34% for 2017) and the effective income tax rates based on continuing operations is as follows:
Year ended December 31,
|
2018
|
|
2017
|
Expected Federal Income tax benefit
|
$ (100,800)
|
|
$ (1,176)
|
Expected State Income Tax benefit, net
|
(24,000)
|
|
(280)
|
Permanent and other differences
|
1,404,000
|
|
9,518
|
Change in valuation allowance
|
(1,279,200)
|
|
(8,062)
|
Total
|
$ -
|
|
$ -
|
At December 31, 2018, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, 2018, and 2017, the Company had no accrued interest or penalties related to uncertain tax positions.
q) Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well-known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at December 31, 2018 and 2017.
r) Stock-based Compensation
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 718, “Equity-Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined on the earlier of performance commitment date or performance completion date.
Share-based expense totaled $-0- for the years ended December 31, 2018 and 2017, respectively.
s) Options and Warrants
The Company has adopted FASB ASC 718, “Share-Based Payments” (“ASC 718”) to account for its stock options. The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and our experience. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations.
21
NOTE 4. RELATED PARTY TRANSACTIONS
The Company issued certain promissory notes to related individuals and/or their companies as disclosed in Note 8. The individuals consist of an officer of the Company and a director of the Company. The Company received advances of $3,874 and $3,737, respectively; and made payments on these advances of $82,154 and $-0-, respectively, during the years ended December 31, 2018 and 2017.
Accounts payable and accrued liabilities – related parties consisted of the following as of December 31, 2018 and 2017:
|
|
2018
|
|
2017
|
Accounts payable
|
|
$ 4,500
|
|
$ 586,757
|
Accrued interest
|
|
28,093
|
|
102,707
|
Misc. loans and advances
|
|
-
|
|
82,154
|
Total
|
|
$ 32,593
|
|
$ 771,618
|
In December 2018, several related parties proposed that various debts owed to them by the Company be contributed to the Company. These included accounts payable, accrued interest, and certain loans and advances totaling $1,056,995 made by them in previous years. The Company accepted their offer and recorded a Settlement of Related Party Debt - the offset was to Additional Paid in Capital.
NOTE 5. CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following:
|
|
December 31,
2018
|
|
December 31,
2017
|
Convertible note payable to an entity, interest at 8%, due on February 25, 2016,
in default, net of discount of $-0- and $1,183, respectively (A)
|
|
$ 23,630
|
|
$ 23,630
|
Convertible note payable to an entity, interest at 10%,
due on April 29, 2016, in default (B)
|
|
43,185
|
|
43,185
|
Convertible note payable to an entity, interest at 10%,
due on demand (C)
|
|
20,900
|
|
22,400
|
Total Notes Payable
|
|
87,715
|
|
89,215
|
Less: Current Portion
|
|
(87,715)
|
|
(89,215)
|
Long-Term Notes Payable
|
|
$ -
|
|
$ -
|
(A) On February 25, 2015, the Company issued a promissory note in the original principal amount of $52,500 to a lender. The Note matured on February 25, 2016 and carried an interest rate of 8% per annum. As the loan is in default, it carries and interest rate of 24% per annum. The Note was at the maturity date, due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 60% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date. As of December 31, 2018 and 2017, the Company owed balances of $23,630 and $23,630, with unamortized debt discounts of $-0- and $1,183, respectively. The derivative liability associated with this convertible note payable is discussed in Note 6.
(B) On April 29, 2015, the Company issued a promissory note in the original principal amount of $53,500 to a lender. The Note matured on April 29, 2016 and carries an interest rate of 10% per annum. The Note was at the maturity date, due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 55% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date. As of December 31, 2018,
22
and 2017, the Company owed a balance of $43,185. The derivative liability associated with this convertible note payable is discussed in Note 6.
(C) On January 12, 2016, the Company issued a promissory note in the original principal amount of $25,000 to a lender. The Note is due on demand and carries an interest rate of 10% per annum. The Note shall be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion price equal to $0.00005. During the year ended December 31, 2018, $1,500 of the principal balance of the note was converted into 30,000,000 shares of common stock. As of December 31, 2018 and 2017, the Company owed balances of $20,900 and $22,400, respectively.
The Company recognized amortization expense related to the debt discount of $-0- and $1,183 for the years ended December 31, 2018 and 2017, respectively, resulting in $0 unamortized debt discount at December 31, 2018 and 2017.
For the years ended December 31, 2018 and 2017, interest expense on convertible notes was $8,690 and $8,826, respectively. As of December 31, 2018 and 2017, the accrued interest payable was $31,002 and $25,294, respectively, which is included in accrued expenses.
NOTE 6. DERIVATIVE LIABILITY
The Company analyzed the convertible notes for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the conversion options associated with two of its convertible notes from Note 4 above should be classified as a derivative liability since the conversion options became effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement.
The Company determined its derivative liability to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2018 and 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each conversion option is estimated using the Black-Scholes valuation model. Assumptions used for the calculation of the derivative liability of the notes at December 31, 2018 include, (3) term between 28 days and 1040 days, (4) expected volatility between 177.91% and 368.72% and (5) risk free interest rate of between 0.15% and 27%.
The derivative liability at December 31, 2018 consisted of the following:
|
|
Note Original
Face Value
|
|
Derivative
Liability
|
Convertible note payable to an entity, interest at 8%,
due on February 25, 2016, in default, (A) from Note 4
|
|
$ 52,500
|
|
$ 39,349
|
Convertible note payable to an entity, interest at 10%,
due on April 29, 2016, in default, (B) from Note 4
|
|
53,500
|
|
78,447
|
Totals
|
|
$ 106,000
|
|
$ 117,796
|
23
The derivative liability at December 31, 2017 consisted of the following:
|
|
Note Original
Face Value
|
|
Derivative
Liability
|
Convertible note payable to an entity, interest at 8%,
due on February 25, 2016, in default, net of discount of $1,183 (A)
|
|
$ 52,500
|
|
$ 67,386
|
Convertible note payable to an entity, interest at 10%,
due on April 29, 2016, in default, (B)
|
|
53,500
|
|
134,257
|
Totals
|
|
$ 106,000
|
|
$ 201,643
|
The above convertible notes contain variable conversion features based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes is indeterminate. Due to the variable conversion terms of convertible notes (A) and (B) described in Note 4 above, it was determined at December 31, 2018 and 2017 that there was a derivative liability associated with these notes. The fair value of the derivative liability at December 31, 2018 and 2017 was $117,796 and $201,643, respectively, which are reported on the balance sheet. The Company recorded a gain on the change in the fair value of the derivative liability of $83,847 and $78,441 on the statement of operations for the years ended December 31, 2018 and 2017, respectively.
NOTE 7. NOTES PAYABLE
Notes payable consisted of the following:
|
|
December 31,
2018
|
|
December 31,
2017
|
Note payable to a company, interest at 24% per annum, due on demand, unsecured
|
|
$ 25,000
|
|
$ 32,100
|
Notes payable to an individual, interest at 10% per annum, due on demand, unsecured
|
|
15,760
|
|
15,760
|
Note payable to an individual, default interest at 24% per annum, due on August 27, 2012, unsecured, in default
|
|
100,000
|
|
100,000
|
Notes payable to an individual, interest at 6% per annum, due on July 13, 2013, unsecured, in default
|
|
100,000
|
|
100,000
|
Notes payable to individuals, interest at 8% per annum, due on August 30, 2013 and September 9, 2013, unsecured, in default
|
|
300,000
|
|
300,000
|
Notes payable to an individual, interest at 8% per annum, due on demand, unsecured
|
|
73,996
|
|
19,150
|
Notes payable to a company, interest at 8% per annum, due on demand, unsecured
|
|
14,600
|
|
19,150
|
Total Notes Payable
|
|
629,356
|
|
567,010
|
Less: Current Portion
|
|
(629,356)
|
|
(567,010)
|
Long-Term Notes Payable
|
|
$ -
|
|
$ -
|
Accrued interest at December 31, 2018 and 2017 was $340,080 and $274,794, respectively. These amounts are included in accrued expenses on the balance sheet.
NOTE 8. NOTES PAYABLE – RELATED PARTIES
Notes payable – related parties consisted of the following:
|
|
December 31,
2018
|
|
December 31,
2017
|
Note payable to a related individual, interest at 24% per annum, due on demand, unsecured
|
|
$ -
|
|
$ 62,252
|
Note payable to a related individual, interest at 10% per annum, due on demand, unsecured
|
|
16,578
|
|
16,578
|
Note payable to a related individual, interest at 10% per annum, due on demand, unsecured
|
|
4,145
|
|
4,145
|
Notes payable to companies, interest at 8%, due on demand, unsecured
|
|
182,160
|
|
7,418
|
Notes payable to a company, non-interest bearing, due on demand, unsecured
|
|
1,497
|
|
7,418
|
Total Notes Payable – Related Parties
|
|
204,380
|
|
90,393
|
Less: Current Portion
|
|
$ (204,380)
|
|
$ (90,393)
|
Long-Term Notes Payable – Related Parties
|
|
$ -
|
|
$ -
|
Accrued interest at December 31, 2018 and 2017 was $21,497 and $102,707, respectively which is included in accounts payable and accrued liabilities – related parties.
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NOTE 9. EQUITY TRANSACTIONS
On January 8, 2016, the Company amended and restated its Certificate of Incorporation to increase the number of authorized shares of common stock to be issued to 5,000,000,000. The par value of both the Preferred Stock and common stock was also changed from $0.0001 to $0.00001.
On December 5, 2018, the Company effected a 1 share for 2,000 shares reverse stock split which reduced the issued and outstanding shares of common stock from 745,024,353 shares to 372,514 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.
During the year ended December 31, 2018, the Company issued 46,063 shares (as adjusted for the December 5, 2018 reverse stock split) of its common stock for the conversion of accrued interest in the amount of $2,982 and conversion of convertible notes of $1,500.
During the year ended December 31, 2017, the Company issued 70,400 shares (as adjusted for the December 5, 2018 reverse stock split) of its common stock for the conversion of various debt instruments in the amount of $48,107.
During the year ended December 31, 2018, the Company negotiated with related parties for the settlement of accounts payable and other liabilities of the Company. The amount settled of $1,056,995 was recorded as additional paid in capital. No consideration was exchanged for this settlement.
NOTE 10. SETTLEMENT OF DEBT
During the year ended December 31, 2018, the Company negotiated with non-related party creditors for the settlement of accounts payable and other liabilities of the Company. This resulted in a gain on the settlement of debt in the amount of $53,029 as shown on the statement of operations.
NOTE 11. SUBSEQUENT EVENTS
The Company has evaluated subsequent for the period of December 31, 2018 through the date the financial statements were issued and identified the following significant events for disclosure.
In July 2020, the Company entered into a settlement agreement with an investor who had brought a claim against the Company for an alleged breach of contract, and fraudulent inducement to contract. Under the terms of the settlement, the Company issued 2,714,016 common shares, and 100 Series A preferred shares.
In July 2020, Erwin Vahlsing, Jr. was appointed as Chief Financial Officer for the Company.
25