0001445866-18-000835.txt : 20180814 0001445866-18-000835.hdr.sgml : 20180814 20180814124028 ACCESSION NUMBER: 0001445866-18-000835 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 35 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180814 DATE AS OF CHANGE: 20180814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Century Resources Corp CENTRAL INDEX KEY: 0001104462 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 980361773 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-29243 FILM NUMBER: 181015766 BUSINESS ADDRESS: STREET 1: 10 DIONYSIOU SOLOMOU STREET STREET 2: LEONA BUILDING, SUITE 501, 2406 ENGOMI CITY: NICOSIA STATE: G4 ZIP: 1311 BUSINESS PHONE: 801-244-8755 MAIL ADDRESS: STREET 1: 876 NORTHCLIFFE DR. CITY: SALT LAKE CITY STATE: UT ZIP: 84103 FORMER COMPANY: FORMER CONFORMED NAME: NEW CENTURY RESOURCE DATE OF NAME CHANGE: 20000128 10-Q 1 ncre-20180630.htm 10-Q New Century Resources Corporation - Form 10-Q SEC filing
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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

   [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

 

        . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

 

Commission File Number 000-29243

 

New Century Resources Corporation

(Name of small business issuer in its charter)

 

 

 

Nevada

 

980361773

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

10 Dionysiou Solomou Street

Leona Building, Suite 501

2406 Engomi

Nicosia Cyprus

P.O. Box 25631

Nicosia

(Address of principal executive offices)

 

+357 22816626

(Registrant’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  [x]      No [  ].

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x]       No [  ].

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]Accelerated filer  [  ] 

Non-accelerated filer  [  ]   (Do not check if a smaller reporting company) 

Smaller Reporting Company[x]Emerging growth company [  ] 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [x]   No [  ]

 

As of August 3, 2018 there were 12,481,724 shares of the registrant’s $0.0001 par value common stock issued and outstanding.


1



NEW CENTURY RESOURCES CORPORATION

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

4

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

16

ITEM 3.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

 

19

ITEM 4.

CONTROLS AND PROCEDURES

 

19

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

 

20

ITEM 1A.

RISK FACTORS

 

20

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

20

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

20

ITEM 4.

MINE SAFETY DISCLOSURES

 

20

ITEM 5.

OTHER INFORMATION

 

20

ITEM 6.

EXHIBITS

 

20

 


 


2



Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of New Century Resources Corporation (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”,  “we”, “us” and “our” are references to New Century Resources Corporation.


 


3



PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

New Century Resources Corporation

 

June 30, 2018

 

Index to Condensed Financial Statements

 

Contents

Page(s)

 

Condensed Balance Sheets at June 30, 2018 (unaudited) and December 31, 2017

 

F-5

 

Condensed Statements of Operations for the three and six months ended June 30, 2018 and 2017 (unaudited)

F-6

 

 

Condensed Statement of Cash Flows for the six months ended June 30, 2018 and 2017 (unaudited)

F-8

 

Notes to the Condensed Financial Statements (unaudited)

F-9

 


4



New Century Resources

Condensed Balance Sheets

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

2017

 

2017

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

     Total assets

$

-   

$

-   

 

 

 

 

 

LIABILITIES

 

 

 

 

 Current liabilities:

 

 

 

 

   Accounts payable and accrued expenses

 

9,684   

 

18,421   

   Advances from stockholders

 

127,910   

 

107,855   

   Accrued interest

 

10,453   

 

9,653   

   Convertible Notes payable

 

16,122   

 

16,122   

     Total liabilities

$

164,169   

$

152,051   

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

Preferred Stock, $0.001 par value, 50,000,000 authorized; no shares issued

 

-   

 

-   

   

 

 

 

 

Common stock, $0.001 par value, 200,000,000 authorized; 12,481,724 and 12,481,724 shares issued and outstanding, respectively

 

12,482   

 

12,482   

 

 

 

 

 

 Additional paid in capital

 

1,760,158   

 

1,760,158   

 Accumulated deficit

 

(1,936,809)  

 

(1,924,691)  

     Total stockholders' deficit

 

(164,169)  

 

(152,051)  

     Total liabilities and stockholders' deficit

$

-   

$

-   

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


5



New Century Resources Corporation

Condensed Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

Three Months ended

 

Three Months ended

 

 

June 30,

 

June 30,

 

 

2018

 

2017

 

 

 

 

 

Sales

$

-   

$

-   

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 Legal and professional fees

 

5,942   

 

7,083   

 General and administrative

 

-   

 

-   

   Total operating expenses

 

5,942   

 

7,083   

   Loss from operations

 

(5,942)  

 

(7,083)  

 

 

 

 

 

Other expense:

 

 

 

 

 Interest expense

 

(402)  

 

(402)  

   Loss before taxes

 

(6,344)  

 

(7,485)  

 

 

 

 

 

Provision for taxes on income

 

-   

 

-   

   Net loss

$

(6,344)  

$

(7,485)  

 

 

 

 

 

Earnings per share-basic and diluted

$

(0.00)  

$

(0.00)  

 

Weighted average number of shares outstanding

12,481,724   

 

12,481,724   

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


6



New Century Resources Corporation

Condensed Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

Six Months ended

 

Six Months ended

 

 

June 30,

 

June 30,

 

 

2018

 

2017

 

 

 

 

 

Sales

$

-   

$

-   

 

 

 

 

 

Operating expenses:

 

 

 

 

 Legal and professional fees

 

11,318   

 

12,078   

 General and administrative

 

-   

 

149   

   Total operating expenses

 

11,318   

 

12,227   

   Loss from operations

 

(11,318)  

 

(12,227)  

 

 

 

 

 

Other expense:

 

 

 

 

 Interest expense

 

(800)  

 

(800)  

   Loss before taxes

 

(12,118)  

 

(13,027)  

 

 

 

 

 

Provision for taxes on income

 

-   

 

-   

   Net loss

$

(12,118)  

$

(13,027)  

 

 

 

 

 

Earnings per share-basic and diluted

$

(0.00)  

$

(0.00)  

 

Weighted average number of shares outstanding

12,481,724   

 

12,481,724   

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


7



New Century Resources

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

Six Months

 

Six Months

 

 

Ended

 

Ended

 

 

June 30,

 

June 30,

 

 

2018

 

2017

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 Net loss

$

(12,118)

 

$

(13,027)

 

 

 

 

 

 

Adjustments to reconcile net loss to cash provided (used) by

   operating activities:

 

 

 

 

 

  Change in current assets and liabilities:  

 

 

 

 

 

Accounts payable

 

(8,737)

 

 

(4,600)

Accrued interest

 

800

 

 

800

Net cash flows used in operating activities

 

(20,055)

 

 

                         (16,827)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

   Advances stockholders

 

20,055

 

 

                         16,827

Net cash flows provided by financing activities

 

20,055

 

 

                     16,827

Net change in cash

 

                                    -

 

 

                                  -

Cash, beginning of period

 

-

 

 

                               -

Cash, end of period

$

                                     -

 

$

                                  -

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


8



Note 1 - Organization and Operations

 

New Century Resources Corporation

 

New Century Resources Corporation (the Company), was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc. From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products.

 

The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993.

 

In October 1993, the Corporation changed its name to New Century Resources Corporation, acquiring 100% of the outstanding stock of G.C. Gulf Western Trading Limited (G.C.) in exchange for 7,200,000 shares of stock, which gave the stockholders of G.C. control of the Corporation by which it has conducted its operations. This acquisition was accounted for as a reverse merger or recapitalization of G.C.  No goodwill or other write-up to fair market value of the assets of G.C. occurred at the time of the merger. In 1994, the company was re-domiciled in the state of Nevada. The Nevada entity became the surviving corporation and the Utah Corporation was dissolved on February 14, 1994. As a result of the merger/change of domicile, the Articles of Incorporation of the Nevada entity became the Articles of the Company.

 

The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hambleton played crucial role in their decision making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves.

 

The Company has no commitments, understandings, or agreements with regard to any proposed business operations or opportunities. It is the intention of Management to actively solicit interested third parties who may be interested in acquiring a controlling interest in what is essentially a "shell" corporation. Such transactions are commonly referred to as "reverse mergers", whereby the Company would acquire all the issued and outstanding shares of a private entity in exchange for a controlling interest in the public company. No assurance can be given that Management of the Company will be successful in attracting a suitable candidate for this type of transaction or some other type of business combination; or what time frame might be involved in consummating any such transaction.

The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of December 12, 2000.

 

Note 2 - Summary of Significant Accounting Policies

 

Basis of presentation

 

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 


9



 

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.

 

The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments.

 


10



Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Fiscal Year-End

 

The Company elected December 31 as its fiscal year-end date.

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Related Parties

 

The Company follows subtopic 850-10, Related Party Disclosures, of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.)  principal owners of the Company; e.) management of the Company; f.) 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; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include:  a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.


11



 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Revenue Recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company has not generated revenues in the years presented.

 

Income Taxes

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2018 or 2017.

 

Net Income (Loss) per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 


12



As of June 30, 2018, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 26,575,300 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable.

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50, Subsequent Events, of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09, Subsequent Events (Topic 855), of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as filing them on EDGAR.

 

Recently Issued Accounting Pronouncements

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

In September 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-13 (ASU 2017-13) which addresses “Revenue Recognition” (Topic 605), "Revenue from Contracts with Customers" (Topic 606), and Leases (Topics 840 and 842). ASU 2017-13 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued and amended, ASU 2017-13 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. We have evaluated the impact of the adoption of ASU 2017-13 on our financial statements and determined that upon generating revenue, the Company will implement accounting system changes and provide the additional disclosure requirements related to the adoption.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. Management believes that this ASU will not have a significant impact on its financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases.  This ASU is based on the principle that entities should recognize assets and liabilities arising from leases.  The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the


13



previous accounting standard.  Leases are classified as finance or operating.  The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements.  Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less.  Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard.  In addition, the ASU expands the disclosure requirements of lease arrangements.  Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients.  The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. Management believes that this ASU will not have a significant effect on its financial statements.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

 

Note 3 – Going Concern

 

The Company has adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).  As a result, management is required to evaluate whether there are relevant conditions and events that would indicate the probability of the Company’s inability to meet its obligations as they become due within one year of the date the financial statements are issued.

 

The financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had an accumulated deficit at June 30, 2018 of $1,936,809 and net cash used in operating activities for the reporting periods then ended. While the Company believes in the viability of its strategy to find a potential merger or acquisition transaction with another entity, there can be no assurances to that effect and is therefore not considered a mitigating factor in determining the probability that the Company will meet its obligations. The Company holds no assets, has generated no revenue and has relied on advances from its controlling shareholder and Director to meet its operating expenses. Through oral conveyance, management affirms that it is probable that it will meet its obligations through advances from the Company’s Director and controlling shareholder; therefore alleviating doubt about the Company’s ability to continue as a going concern for the twelve month period from the date of the issuance of this report.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 4 – Convertible Notes Payable

 

Convertible Demand Notes Payable

 

On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s President, in the amount of $8,500, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.  Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.  The remaining principal balance on this convertible note payable was $8,500 and $8,500 as of June 30, 2018 and December 31, 2017, respectively.

 

On January 8, 2012, the Company entered into a convertible promissory note with Robert J. Nielson in the amount of $7,622, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.  Since


14



there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.  The remaining principal balance on this convertible note payable was $7,622 and $7,622 as of June 30, 2018 and December 31, 2017, respectively.

 

Consulting Agreement

 

On October 7, 2013, the Company entered into a Consulting Agreement with Robert J. Nielson whereby Mr. Nielson will act as an independent consultant for a period of one year, automatically extending for one year periods on each anniversary date.  Pursuant to the terms of the Agreement, the Company agreed to pay compensation in the amount of $3,000 per month and is entitled to accrue said compensation for up to any period not to exceed three months’ time. On January 1, 2014, Mr. Nielson provided notice to the Company that he will no longer continue to perform under the Consulting Agreement and the Company accepted his resignation.

 

As of June 30, 2018 and 2017, the balance owed by the Company to Mr. Nielson was $8,384 and $8,384, respectively.

 

Note 5 – Stockholder’s Deficit

 

Preferred Stock

 

The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued or outstanding.

 

Common Stock

 

The authorized capital of the Company is 200,000,000 common shares, par value $0.001, of which 12,481,724 are issued or outstanding.

 

On January 8, 2012, the Company entered into convertible promissory notes with Robert J. Nielson, a consultant and shareholder, and George Christodoulou, the Company’s President, in the amounts of $7,622 and $8,500, respectively (see Note 6).  The notes are convertible into shares of the Company stock, at the demand of the lenders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018, no shares were issued in satisfaction of payments.

 

Note 6 – Related Party Transactions

 

Free Office Space

 

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

 

Advances from Shareholder

 

From time to time, stockholders of the Company will make advances to the Company for working capital purposes. As of June 30, 2018 and December 31, 2016, the Company’s stockholder advances totaled $127,910 and $107,855, respectively. These advances are non-interest bearing and payable on demand.

 

Convertible Demand Note Payable

 

On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s president, in the amount of $8,500.  The twenty-four month note bears interest at 10% per annum and is convertible into shares of the Company’s common stock at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2018 and December 31, 2017 is $14,010 and $13,160, respectively.

 


15



On January 8, 2012, the Company entered into a twenty-four month convertible promissory note with Robert J. Nielson in the amount of $7,622, bearing interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2018 and December 31, 2017, was $12,565 and $11,802, respectively.

 

Note 7 – Executive Compensation

 

Since 1994, the Company has not paid any compensation to officers, directors or executives. The Board of Directors has adopted a general resolution generally permitting the payment of executive compensation, but neither compensation amounts nor any plan for the payment of the same have been approved. It is not anticipated that any executive compensation will be paid, aside from the reimbursement of out-of-pocket expenses, unless or until the Company is able to enter into revenue producing activities.

 

The Company has not adopted, and does not intend to adopt in the foreseeable future, any stock appreciation rights, compensation plan providing for cash, shares or other compensation to any executive or long term incentive plan.

 

Note 8 – Subsequent Events

 

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed as of June 30, 2018.

 

ITEM  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

The purpose of this discussion is to provide an understanding of the consolidated financial results and condition of New Century Resources Corporation and to also describe the plans for future growth and expansion.

 

Cautionary Note About Forward-Looking Statements

 

This Management’s Discussion and Analysis and other parts of this report contain forward-looking statements that involve risks and uncertainties, as well as current expectations and assumptions. From time to time, we may publish forward-looking statements, including those that are contained in this report, relating to such matters as anticipated financial performance, business prospects, acquisition strategies, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of our business include, but are not limited to, our ability to maintain sufficient working capital, adverse changes in the economy, the ability to attract and maintain key personnel, our ability to implement our business plan. Our actual results could differ materially from those anticipated in these forward-looking statements, including those set forth elsewhere in this report. We assume no obligation to update any such forward-looking statements.

 

Although we were organized to engage in oil and gas exploration, we currently are a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

 

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.  In the alternative, a business combination may involve the acquisition of, or merger with, a company which


16



does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

We do not currently engage in any business activities that provide cash flow.  The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, if any, or with additional money contributed by our stockholders, or another source.

 

During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports and costs relating to consummating an acquisition.  We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

 

We have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us.  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings.  In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.  In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

 

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.  This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

 

We anticipate that the selection of a business combination will be complex and extremely risky.  Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

In light of our competitive disadvantages, our strategy for successfully identifying and completing business combinations when we are competing with entities that possess great financial, technical and managerial capabilities is as follows.

 

POTENTIAL TARGET COMPANIES

 

A business entity, if any, which may be interested in a business combination with the Company may include the following:

 

-  a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;

-  a company which is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it;

-  a company which wishes to become public with less dilution of its common stock than would occur upon an underwriting;

-  a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;

-  a foreign company which may wish an initial entry into the United States securities market;

-  a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan;

-  a company seeking one or more of the other perceived benefits of becoming a public company.

 

It is possible that a potential business opportunity may not be beneficial or desirable for our shareholders.  A potential target may not be able to find an underwriter because the business opportunity is too risky, the target does


17



not have significant operations, the target has limited history of operations or many other reasons.  As a part of due diligence investigation of any potential target, the Company will assess the desirability of any identified target with regard to the risks it may present.

 

A business combination with a target company will normally involve the transfer to the target company of the majority of the issued and outstanding common stock of the Company, and the substitution by the target company of its own management and board of directors. No assurances can be given that the Company will be able to enter into a business combination, as to the terms of a business combination, or as to the nature of the target company.

 

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such acquisition.  The Company’s officers and directors have not engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this registration statement.

 

The Company does not anticipate engaging any professional firms or other individuals that specialize in business acquisitions but will rely upon the Company’s business contacts and relationships in seeking a suitable acquisition.

 

As part of our investigation of business opportunities, the Company's management may meet personally with management and key personnel of the firm sponsoring the business opportunity.  The Company may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.

 

We will generally ask to be provided with written materials regarding the business opportunity.  These materials may include the following:

 

-  descriptions of product, service and company history; management resumes;

-  financial information;

-  available projections with related assumptions upon which they are based;

-  an explanation of proprietary products and services;

-  evidence of existing patents, trademarks or service marks or rights thereto;

-  present and proposed forms of compensation to management;

-  a description of transactions between the prospective entity and its affiliates;

-  relevant analysis of risks and competitive conditions;

-  a financial plan of operation and estimated capital requirements;

-  and other information deemed relevant.

 

We believe an acquisition or merger with the Company may be an appealing avenue for a private company seeking to enter the public company sector because the Company intends to apply for a trading symbol and quotation on the Over-the-Counter Bulletin Board and/or OTC Markets.  Any private company can file their own registration statement with the Securities and Exchange Commission in order to become a public company.  Once a registration statement is declared effective, the registrant must then provide certain information through a market maker for application for a trading symbol.  Both the registration statement process and application for a trading symbol can be lengthy and expensive.  Often, a private company will opt to merge with or be acquired by a company that is already public and has a trading symbol in order to reduce the time and expense required to go public on their own.

 

Any private company that enters a merger or acquisition transaction with the Company must provide all the information required by the Securities and Exchange Commission in a Form 10 registration statement, including audited financial statements, which will be filed with the Securities and Exchange Commission in a Form 8-K Current Report within four days of closing the transaction.  The private company will incur significant expense in providing the required information.

 

If the Company enters into a transaction with a private company, it will likely first liquidate the assets and pay off the liabilities so the private company will not receive any benefit of assets currently held by the Company.

 

The Company will not seek shareholder approval for any merger, acquisition or similar reorganization.  Shareholder approval for this type of business opportunity is not required under Nevada law nor is it required by the Company’s


18



Articles of Incorporation. Shareholder approval will be required if the transaction requires a name change, change in capital structure of the Company, stock splits or any other action that requires shareholder approval under Nevada law or our Articles of Incorporation.  In the event shareholder approval is required for actions other than a business opportunity, the Company will prepare, file with the SEC and mail to shareholders the appropriate information statement or proxy statement, if required.

 

We believe the sum required to consummate our acquisition or reverse merger is not determinable until the Company knows the terms of the transaction.  The amount of cash the Company had on hand as of June 30, 2018 and 2017 is $0.  Such acquisition or reverse merger may be costly.  We currently have very limited resources with which to complete the acquisition or reverse merger and no cash.  If we are able raise any capital, all of our cash may be exhausted prior to or in the process of trying to complete the acquisition or reverse merger.

 

Liquidity

 

For the six months ended June 30, 2018, we had net cash used in operations of $20,055. Net cash provided by financing activities was $20,055 which consisted of advances from a related party.

 

As of June 30, 2018 and December 31, 2017, we had no assets.

 

We had total liabilities of $164,169 as of June 30, 2018, which consisted of accounts payable and accrued expenses of $20,137and notes and advances payable aggregating $127,910.

 

Capital Resources

 

The Company has financed its limited operations through funds advanced from its shareholders and directors to meet minimum operating cash requirements. There is no written agreement for future funding.

 

Results of Operations for the three months ended June 30, 2018 compared to the three months ended June 30, 2017

 

Our net loss for the three months ended June 30, 2018 was $6,344 which was a decrease of $1,141 over our net loss for the three months ended June 30, 2017, which was $7,485. The decrease reflects decreased professional fees in 2018.

 

Results of Operations for the six months ended June 30, 2018 compared to the six months ended June 30, 2017

 

Our net loss for the six months ended June 30, 2018 was $12,118 which was a decrease of $909 over our net loss for the six months ended June 30, 2017, which was $13,027. The decrease reflects decreased professional fees in 2018.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our


19



Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2018, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 11, 2018, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.


20



ITEM 6. EXHIBITS

 

 

 

 

 

 

Exhibit Number

 

Description of Exhibit

 

Filing

 

 

 

 

 

31.01

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14

 

Filed herewith.

32.01

 

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Filed herewith.

101.INS*

 

XBRL Instance Document

 

Filed herewith.

101.SCH*

 

XBRL Taxonomy Extension Schema Document

 

Filed herewith.

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith.

101.LAB*

 

XBRL Taxonomy Extension Labels Linkbase Document

 

Filed herewith.

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith.

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith.

 

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NEW CENTURY RESOURCES CORPORATION 

 

 

 

 

 

Date

August 3, 2018

 

By:

/s/ George Christodoulou

 

 

 

 

George Christodoulou

 

 

 

 

President and Chief Executive Officer and

Chief Financial Officer (Principal Executive

Officer & Principal Financial Officer)

 

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

 

NEW CENTURY RESOURCES CORPORATION 

 

 

 

 

 

Date

August 3, 2018

 

By:

/s/ George Christodoulou

 

 

 

 

George Christodoulou

 

 

 

 

President and Chief Executive Officer and

Chief Financial Officer (Principal Executive

Officer & Principal Financial Officer)


21

 

EX-31.1 2 ncrc_ex31z1.htm EXHIBIT 31.1

Exhibit 31.1 

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

 

I, George Christodoulou, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of New Century Resources Corporation for the period ended June 30, 2018;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 3, 2018

 

/s/ George Christodoulou

George Christodoulou

Principal Executive and Principal Accounting Officer


1

 

EX-32.1 3 ncrc_ex32z1.htm EXHIBIT 32.1

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of New Century Resources Corporation (the “Company”), on Form 10-Q for the period ended June 30, 2018, as filed with the Securities and Exchange Commission (the “Report”), I, George Christodoulou, President, Treasurer, Director, CEO, and CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and result of

operations of the Company.

 

/s/ George Christodoulou

George Christodoulou

Principal Executive and Principal Accounting Officer

 

August 3, 2018

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


1

 

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Box 25631 357 22816626 Smaller Reporting Company 12481724 0 0 9684 18421 127910 107855 10453 9653 16122 16122 164169 152051 0.001 0.001 50000000 50000000 0 0 0 0 0.001 0.001 200000000 200000000 12481724 12481724 12481724 12481724 12482 12482 1760158 1760158 -1936809 -1924691 -164169 -152051 0 0 0 0 5942 7083 0 0 5942 7083 -5942 -7083 402 402 -6344 -7485 0 0 -6344 -7485 -0.00 -0.00 12481724 12481724 0 0 11318 12078 0 149 11318 12227 -11318 -12227 800 800 -12118 -13027 0 0 -12118 -13027 -0.00 -0.00 12481724 12481724 -12118 -13027 -8737 -4600 800 800 -20055 -16827 20055 16827 20055 16827 0 0 0 0 0 0 <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><b>Note 1 - Organization and Operations</b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>New Century Resources Corporation</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">New Century Resources Corporation (the Company), was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc. From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products.</p> <p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993.</p> <p style="font:10pt Times New Roman;margin:0;text-indent:30.95pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">In October 1993, the Corporation changed its name to New Century Resources Corporation, acquiring 100% of the outstanding stock of G.C. Gulf Western Trading Limited (G.C.) in exchange for 7,200,000 shares of stock, which gave the stockholders of G.C. control of the Corporation by which it has conducted its operations. This acquisition was accounted for as a reverse merger or recapitalization of G.C.  No goodwill or other write-up to fair market value of the assets of G.C. occurred at the time of the merger. In 1994, the company was re-domiciled in the state of Nevada. The Nevada entity became the surviving corporation and the Utah Corporation was dissolved on February 14, 1994. As a result of the merger/change of domicile, the Articles of Incorporation of the Nevada entity became the Articles of the Company.</p> <p style="font:10pt Times New Roman;margin:0;text-indent:30.95pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hambleton played crucial role in their decision making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves.</p> <p style="font:10pt Times New Roman;margin:0;text-indent:30.95pt;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;text-align:justify">The Company has no commitments, understandings, or agreements with regard to any proposed business operations or opportunities. It is the intention of Management to actively solicit interested third parties who may be interested in acquiring a controlling interest in what is essentially a "shell" corporation. Such transactions are commonly referred to as "reverse mergers", whereby the Company would acquire all the issued and outstanding shares of a private entity in exchange for a controlling interest in the public company. No assurance can be given that Management of the Company will be successful in attracting a suitable candidate for this type of transaction or some other type of business combination; or what time frame might be involved in consummating any such transaction.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="font-size:10pt">The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of December 12, 2000. </span></p> 1 7200000 The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><b>Note 2 - Summary of Significant Accounting Policies</b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><i> </i></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Basis of presentation</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Use of Estimates and Assumptions</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Actual results could differ from those estimates.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Fair Value of Financial Instruments</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <table style="margin:0 auto;border-collapse:collapse;width:100%"><tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Level 1</p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Level 2</p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Level 3</p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Pricing inputs that are generally observable inputs and not corroborated by market data.</p> </td></tr> </table> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Fiscal Year-End</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company elected December 31 as its fiscal year-end date.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Cash Equivalents</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Related Parties</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows subtopic 850-10, <i>Related Party Disclosures</i>, of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.)  principal owners of the Company; e.) management of the Company; f.) 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; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include:  a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Commitment and Contingencies</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Revenue Recognition</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company has not generated revenues in the years presented.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Income Taxes</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Uncertain Tax Positions</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2018 or 2017.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Net Income (Loss) per Common Share</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases.  This ASU is based on the principle that entities should recognize assets and liabilities arising from leases.  The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">previous accounting standard.  Leases are classified as finance or operating.  The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements.  Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less.  Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard.  In addition, the ASU expands the disclosure requirements of lease arrangements.  Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients.  The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. Management believes that this ASU will not have a significant effect on its financial statements.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;background-color:#FFFFFF;text-align:justify">Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Basis of presentation</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Use of Estimates and Assumptions</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Actual results could differ from those estimates.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Fair Value of Financial Instruments</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <table style="margin:0 auto;border-collapse:collapse;width:100%"><tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Level 1</p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.</p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Level 2</p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.</p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td></tr> <tr><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Level 3</p> </td><td valign="middle"><p style="font:10pt Times New Roman;margin:0;text-align:justify"> </p> </td><td valign="top"><p style="font:10pt Times New Roman;margin:0;text-align:justify">Pricing inputs that are generally observable inputs and not corroborated by market data.</p> </td></tr> </table> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Fiscal Year-End</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company elected December 31 as its fiscal year-end date.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Cash Equivalents</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Related Parties</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows subtopic 850-10, <i>Related Party Disclosures</i>, of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.)  principal owners of the Company; e.) management of the Company; f.) 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; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include:  a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Commitment and Contingencies</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Revenue Recognition</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company has not generated revenues in the years presented.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Income Taxes</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Uncertain Tax Positions</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2018 or 2017.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Net Income (Loss) per Common Share</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="background-color:#FFFFFF">As of June 30, 2018, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 26,575,300 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable.</span></p> 26575300 <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Cash Flows Reporting</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Subsequent Events</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company follows the guidance in Section 855-10-50, <i>Subsequent Events</i>, of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09, <i>Subsequent Events (Topic 855)</i>, of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as filing them on EDGAR.</p> In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases.  This ASU is based on the principle that entities should recognize assets and liabilities arising from leases.  The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">previous accounting standard.  Leases are classified as finance or operating.  The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements.  Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less.  Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard.  In addition, the ASU expands the disclosure requirements of lease arrangements.  Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients.  The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. Management believes that this ASU will not have a significant effect on its financial statements.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;background-color:#FFFFFF;text-align:justify">Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><b>Note 3 – Going Concern</b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The Company has adopted Accounting Standards Update No. 2014-15, <i>“Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”)</i>.  As a result, management is required to evaluate whether there are relevant conditions and events that would indicate the probability of the Company’s inability to meet its obligations as they become due within one year of the date the financial statements are issued.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">The financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify">As reflected in the financial statements, the Company had an accumulated deficit at June 30, 2018 of $1,936,809 and net cash used in operating activities for the reporting periods then ended. While the Company believes in the viability of its strategy to find a potential merger or acquisition transaction with another entity, there can be no assurances to that effect and is therefore not considered a mitigating factor in determining the probability that the Company will meet its obligations. The Company holds no assets, has generated no revenue and has relied on advances from its controlling shareholder and Director to meet its operating expenses. Through oral conveyance, management affirms that it is probable that it will meet its obligations through advances from the Company’s Director and controlling shareholder; therefore alleviating doubt about the Company’s ability to continue as a going concern for the twelve month period from the date of the issuance of this report.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.</p> -1936809 8500 0.10 8500 8500 On January 8, 2012, the Company entered into a convertible promissory note with Robert J. Nielson in the amount of $7,622, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.  <span style="background-color:#FFFFFF">Since </span><p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="background-color:#FFFFFF">there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.  </span>The remaining principal balance on this convertible note payable was $7,622 and $7,622 as of June 30, 2018 and December 31, 2017, respectively.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Consulting Agreement</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">On October 7, 2013, the Company entered into a Consulting Agreement with Robert J. Nielson whereby Mr. Nielson will act as an independent consultant for a period of one year, automatically extending for one year periods on each anniversary date.  Pursuant to the terms of the Agreement, the Company agreed to pay compensation in the amount of $3,000 per month and is entitled to accrue said compensation for up to any period not to exceed three months’ time. On January 1, 2014, Mr. Nielson provided notice to the Company that he will no longer continue to perform under the Consulting Agreement and the Company accepted his resignation.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">As of June 30, 2018 and 2017, the balance owed by the Company to Mr. Nielson was $8,384 and $8,384, respectively.</p> 7622 0.10 The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. 7622 7622 3000 8384 8384 <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><b>Note 5 – Stockholder’s Deficit</b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Preferred Stock</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued or outstanding.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Common Stock</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The authorized capital of the Company is 200,000,000 common shares, par value $0.001, of which 12,481,724 are issued or outstanding.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">On January 8, 2012, the Company entered into convertible promissory notes with Robert J. Nielson, a consultant and shareholder, and George Christodoulou, the Company’s President, in the amounts of $7,622 and $8,500, respectively (see Note 6).  The notes are convertible into shares of the Company stock, at the demand of the lenders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018, no shares were issued in satisfaction of payments.</p> 50000000 0.001 200000000 0.001 12481724 7622 8500 The notes are convertible into shares of the Company stock, at the demand of the lenders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. 0 <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><b>Note 6 – Related Party Transactions</b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Free Office Space</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Advances from Shareholder</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">From time to time, stockholders of the Company will make advances to the Company for working capital purposes. As of June 30, 2018 and December 31, 2016, the Company’s stockholder advances totaled $127,910 and $107,855, respectively. These advances are non-interest bearing and payable on demand.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><span style="border-bottom:1px solid #000000"><i>Convertible Demand Note Payable</i></span></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s president, in the amount of $8,500.  The twenty-four month note bears interest at 10% per annum and is convertible into shares of the Company’s common stock at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2018 and December 31, 2017 is $14,010 and $13,160, respectively.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">On January 8, 2012, the Company entered into a twenty-four month convertible promissory note with Robert J. Nielson in the amount of $7,622, bearing interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2018 and December 31, 2017, was $12,565 and $11,802, respectively.</p> 127910 107855 8500 0.10 0 0 14010 13160 7622 0.10 0 0 12565 11802 <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><b>Note 7 – Executive Compensation</b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">Since 1994, the Company has not paid any compensation to officers, directors or executives. The Board of Directors has adopted a general resolution generally permitting the payment of executive compensation, but neither compensation amounts nor any plan for the payment of the same have been approved. It is not anticipated that any executive compensation will be paid, aside from the reimbursement of out-of-pocket expenses, unless or until the Company is able to enter into revenue producing activities.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify">The Company has not adopted, and does not intend to adopt in the foreseeable future, any stock appreciation rights, compensation plan providing for cash, shares or other compensation to any executive or long term incentive plan.</p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"><b>Note 8 – Subsequent Events</b></p> <p style="font:10pt Times New Roman;margin:0;color:#000000;background-color:#FFFFFF;text-align:justify"> </p> <p style="font:10pt Times New Roman;margin:0;margin-right:9pt;text-align:justify">The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed as of June 30, 2018.</p> XML 10 R1.htm IDEA: XBRL DOCUMENT v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Aug. 03, 2018
Details    
Registrant Name New Century Resources Corporation  
Registrant CIK 0001104462  
SEC Form 10-Q  
Period End date Jun. 30, 2018  
Fiscal Year End --12-31  
Trading Symbol ncre  
Tax Identification Number (TIN) 980361773  
Number of common stock shares outstanding   12,481,724
Filer Category Smaller Reporting Company  
Current with reporting Yes  
Voluntary filer No  
Well-known Seasoned Issuer No  
Emerging Growth Company false  
Ex Transition Period false  
Amendment Flag false  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Contained File Information, File Number 000-29243  
Entity Incorporation, State Country Name Nevada  
Entity Address, Address Line One 10 Dionysiou Solomou Street  
Entity Address, Address Line Two Leona Building, Suite 501  
Entity Address, City or Town Nicosia  
Entity Address, Country Cyprus  
Entity Address, Address Line Three P.O. Box 25631  
City Area Code 357  
Local Phone Number 22816626  
XML 11 R2.htm IDEA: XBRL DOCUMENT v3.10.0.1
Balance Sheets - USD ($)
Jun. 30, 2018
Dec. 31, 2017
ASSETS    
Total assets $ 0 $ 0
Current liabilities:    
Accounts payable and accrued expenses 9,684 18,421
Advances from stockholders 127,910 107,855
Accrued interest 10,453 9,653
Convertible Notes payable 16,122 16,122
Total liabilities 164,169 152,051
STOCKHOLDERS' DEFICIT    
Preferred Stock, $.001 par value, 50,000,000 authorized; no shares issued 0 0
Common stock, $.001 par value, 200,000,000 authorized; 12,481,724 and 12,481,724 shares issued and outstanding, respectively 12,482 12,482
Additional paid in capital 1,760,158 1,760,158
Accumulated deficit (1,936,809) (1,924,691)
Total stockholders' deficit (164,169) (152,051)
Total liabilities and stockholders' deficit $ 0 $ 0
XML 12 R3.htm IDEA: XBRL DOCUMENT v3.10.0.1
Balance Sheets - Parenthetical - $ / shares
Jun. 30, 2018
Dec. 31, 2017
Details    
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 50,000,000 50,000,000
Preferred Stock, Shares Issued 0 0
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 200,000,000 200,000,000
Common Stock, Shares, Issued 12,481,724 12,481,724
Common Stock, Shares, Outstanding 12,481,724 12,481,724
XML 13 R4.htm IDEA: XBRL DOCUMENT v3.10.0.1
Statements of Operations - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Details        
Sales $ 0 $ 0 $ 0 $ 0
Operating expenses:        
Legal and professional fees 5,942 7,083 11,318 12,078
General and administrative 0 0 0 149
Total operating expenses 5,942 7,083 11,318 12,227
Loss from operations (5,942) (7,083) (11,318) (12,227)
Other expense:        
Interest expense (402) (402) (800) (800)
Loss before taxes (6,344) (7,485) (12,118) (13,027)
Provision for taxes on income 0 0 0 0
Net loss $ (6,344) $ (7,485) $ (12,118) $ (13,027)
Earnings per share-basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted average number of shares outstanding 12,481,724 12,481,724 12,481,724 12,481,724
XML 14 R5.htm IDEA: XBRL DOCUMENT v3.10.0.1
Statements of Cash Flows - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Cash flows from operating activities:        
Net loss $ (6,344) $ (7,485) $ (12,118) $ (13,027)
Change in current assets and liabilities:        
Accounts payable     (8,737) (4,600)
Accrued interest     800 800
Net cash flows used in operating activities     (20,055) (16,827)
Financing Activities:        
Advances stockholders     20,055 16,827
Net cash flows provided by financing activities     20,055 16,827
Net change in cash     0 0
Cash, beginning of period     0 0
Cash, end of period $ 0 $ 0 $ 0 $ 0
XML 15 R6.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 1 - Organization and Operations
6 Months Ended
Jun. 30, 2018
Notes  
Note 1 - Organization and Operations

Note 1 - Organization and Operations

 

New Century Resources Corporation

 

New Century Resources Corporation (the Company), was incorporated under the laws of the State of Utah in July of 1979 as WEM Petroleum, Inc. From inception through 1981, the Company conducted operations in the oil and gas industry. Pursuant to an option granted the Company in August of 1979, the Company exercised its right to drill exploratory wells on 640 acres in Cache County, Utah. Although various wells were drilled and completed, the Company did not realize any revenues from these oil and gas operations. In 1984, the Company attempted to refocus its business efforts into the mining industry by entering into an option to lease property and mining equipment in Montana. It ceased any significant business operations in the latter part of the 1980's when it failed to exercise the option, due to lack of funding. In 1988, the Company made an effort to commence conducting business again by expanding its business purpose to include the marketing and development of high-tech products.

 

The Company's Board was also authorized to seek out suitable candidates for acquisition or merger. In addition, the Company authorized a reverse split of its issued and outstanding shares one (1) share for ten (10) shares, although the same was never affected. The Company ceased doing business until late 1993.

 

In October 1993, the Corporation changed its name to New Century Resources Corporation, acquiring 100% of the outstanding stock of G.C. Gulf Western Trading Limited (G.C.) in exchange for 7,200,000 shares of stock, which gave the stockholders of G.C. control of the Corporation by which it has conducted its operations. This acquisition was accounted for as a reverse merger or recapitalization of G.C.  No goodwill or other write-up to fair market value of the assets of G.C. occurred at the time of the merger. In 1994, the company was re-domiciled in the state of Nevada. The Nevada entity became the surviving corporation and the Utah Corporation was dissolved on February 14, 1994. As a result of the merger/change of domicile, the Articles of Incorporation of the Nevada entity became the Articles of the Company.

 

The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest. This divestiture was the unanimous decision of the board of directors, which was based in part, upon the Corporation's inability to raise the necessary capital to fund the exploration and development of the Trekkopje Uranium reserves. In addition, a feasibility study conducted by Dr. Brian Hambleton played crucial role in their decision making process, concluding that, due to the current Uranium market, exploitation of the Uranium reserves on the property would not be financially viable, and did not foresee any immediate or mid-term prospects in world market conditions and pricing which would lead to a pricing level justifiable of the exploitation of the Uranium reserves.

 

The Company has no commitments, understandings, or agreements with regard to any proposed business operations or opportunities. It is the intention of Management to actively solicit interested third parties who may be interested in acquiring a controlling interest in what is essentially a "shell" corporation. Such transactions are commonly referred to as "reverse mergers", whereby the Company would acquire all the issued and outstanding shares of a private entity in exchange for a controlling interest in the public company. No assurance can be given that Management of the Company will be successful in attracting a suitable candidate for this type of transaction or some other type of business combination; or what time frame might be involved in consummating any such transaction.

The accompanying financial statements have been prepared as if the Company had its corporate capital structure as of December 12, 2000.

XML 16 R7.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 2 - Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2018
Notes  
Note 2 - Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

 

Basis of presentation

 

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

 

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.

 

The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Fiscal Year-End

 

The Company elected December 31 as its fiscal year-end date.

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Related Parties

 

The Company follows subtopic 850-10, Related Party Disclosures, of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.)  principal owners of the Company; e.) management of the Company; f.) 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; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include:  a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Revenue Recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company has not generated revenues in the years presented.

 

Income Taxes

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2018 or 2017.

 

Net Income (Loss) per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases.  This ASU is based on the principle that entities should recognize assets and liabilities arising from leases.  The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the

previous accounting standard.  Leases are classified as finance or operating.  The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements.  Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less.  Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard.  In addition, the ASU expands the disclosure requirements of lease arrangements.  Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients.  The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. Management believes that this ASU will not have a significant effect on its financial statements.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

XML 17 R8.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 3 - Going Concern
6 Months Ended
Jun. 30, 2018
Notes  
Note 3 - Going Concern

Note 3 – Going Concern

 

The Company has adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).  As a result, management is required to evaluate whether there are relevant conditions and events that would indicate the probability of the Company’s inability to meet its obligations as they become due within one year of the date the financial statements are issued.

 

The financial statements have been prepared under the assumption that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had an accumulated deficit at June 30, 2018 of $1,936,809 and net cash used in operating activities for the reporting periods then ended. While the Company believes in the viability of its strategy to find a potential merger or acquisition transaction with another entity, there can be no assurances to that effect and is therefore not considered a mitigating factor in determining the probability that the Company will meet its obligations. The Company holds no assets, has generated no revenue and has relied on advances from its controlling shareholder and Director to meet its operating expenses. Through oral conveyance, management affirms that it is probable that it will meet its obligations through advances from the Company’s Director and controlling shareholder; therefore alleviating doubt about the Company’s ability to continue as a going concern for the twelve month period from the date of the issuance of this report.

 

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

XML 18 R9.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 4 - Convertible Notes Payable
6 Months Ended
Jun. 30, 2018
Notes  
Note 4 - Convertible Notes Payable On January 8, 2012, the Company entered into a convertible promissory note with Robert J. Nielson in the amount of $7,622, and bears interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period.  Since

there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request.  The remaining principal balance on this convertible note payable was $7,622 and $7,622 as of June 30, 2018 and December 31, 2017, respectively.

 

Consulting Agreement

 

On October 7, 2013, the Company entered into a Consulting Agreement with Robert J. Nielson whereby Mr. Nielson will act as an independent consultant for a period of one year, automatically extending for one year periods on each anniversary date.  Pursuant to the terms of the Agreement, the Company agreed to pay compensation in the amount of $3,000 per month and is entitled to accrue said compensation for up to any period not to exceed three months’ time. On January 1, 2014, Mr. Nielson provided notice to the Company that he will no longer continue to perform under the Consulting Agreement and the Company accepted his resignation.

 

As of June 30, 2018 and 2017, the balance owed by the Company to Mr. Nielson was $8,384 and $8,384, respectively.

XML 19 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 5 - Stockholder's Deficit
6 Months Ended
Jun. 30, 2018
Notes  
Note 5 - Stockholder's Deficit

Note 5 – Stockholder’s Deficit

 

Preferred Stock

 

The authorized preferred capital of the Company is 50,000,000 preferred shares, par value $0.001, of which none are issued or outstanding.

 

Common Stock

 

The authorized capital of the Company is 200,000,000 common shares, par value $0.001, of which 12,481,724 are issued or outstanding.

 

On January 8, 2012, the Company entered into convertible promissory notes with Robert J. Nielson, a consultant and shareholder, and George Christodoulou, the Company’s President, in the amounts of $7,622 and $8,500, respectively (see Note 6).  The notes are convertible into shares of the Company stock, at the demand of the lenders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018, no shares were issued in satisfaction of payments.

XML 20 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 6 - Related Party Transactions
6 Months Ended
Jun. 30, 2018
Notes  
Note 6 - Related Party Transactions

Note 6 – Related Party Transactions

 

Free Office Space

 

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

 

Advances from Shareholder

 

From time to time, stockholders of the Company will make advances to the Company for working capital purposes. As of June 30, 2018 and December 31, 2016, the Company’s stockholder advances totaled $127,910 and $107,855, respectively. These advances are non-interest bearing and payable on demand.

 

Convertible Demand Note Payable

 

On January 8, 2012, the Company entered into a convertible promissory note with George Christodoulou, the Company’s president, in the amount of $8,500.  The twenty-four month note bears interest at 10% per annum and is convertible into shares of the Company’s common stock at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2018 and December 31, 2017 is $14,010 and $13,160, respectively.

 

On January 8, 2012, the Company entered into a twenty-four month convertible promissory note with Robert J. Nielson in the amount of $7,622, bearing interest at 10% per annum.  The note is convertible into shares of the Company stock, at the demand of the lender.  The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001. For the six months ended June 30, 2018 and 2017, no shares were issued in satisfaction of payments.  The balance, including principal and accrued interest as of June 30, 2018 and December 31, 2017, was $12,565 and $11,802, respectively.

XML 21 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 7 - Executive Compensation
6 Months Ended
Jun. 30, 2018
Notes  
Note 7 - Executive Compensation

Note 7 – Executive Compensation

 

Since 1994, the Company has not paid any compensation to officers, directors or executives. The Board of Directors has adopted a general resolution generally permitting the payment of executive compensation, but neither compensation amounts nor any plan for the payment of the same have been approved. It is not anticipated that any executive compensation will be paid, aside from the reimbursement of out-of-pocket expenses, unless or until the Company is able to enter into revenue producing activities.

 

The Company has not adopted, and does not intend to adopt in the foreseeable future, any stock appreciation rights, compensation plan providing for cash, shares or other compensation to any executive or long term incentive plan.

XML 22 R13.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 8 - Subsequent Events
6 Months Ended
Jun. 30, 2018
Notes  
Note 8 - Subsequent Events

Note 8 – Subsequent Events

 

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed as of June 30, 2018.

XML 23 R14.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 2 - Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2018
Policies  
Basis of Presentation

Basis of presentation

 

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates and Assumptions

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.

 

The Company’s significant estimates and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of a Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable, and notes payable, approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Fiscal Year-end

Fiscal Year-End

 

The Company elected December 31 as its fiscal year-end date.

Cash Equivalents

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Related Parties

Related Parties

 

The Company follows subtopic 850-10, Related Party Disclosures, of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include a.) affiliates of the Company; b.) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.)  principal owners of the Company; e.) management of the Company; f.) 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; and g.) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include:  a.) the nature of the relationship(s) involved ; b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c.) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d.) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

Commitment and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

Revenue Recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company has not generated revenues in the years presented.

Income Taxes

 

Income Taxes

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain Tax Positions

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the six months ended June 30, 2018 or 2017.

Net Income (Loss) Per Common Share

Net Income (Loss) per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 

As of June 30, 2018, there are potential share equivalents based on conversion options associated with our convertible promissory notes (approximately 26,575,300 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable.

Cash Flows Reporting

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent Events

Subsequent Events

 

The Company follows the guidance in Section 855-10-50, Subsequent Events, of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09, Subsequent Events (Topic 855), of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as filing them on EDGAR.

Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases.  This ASU is based on the principle that entities should recognize assets and liabilities arising from leases.  The ASU does not significantly change the lessees’ recognition, measurement and presentation of expenses and cash flows from the

previous accounting standard.  Leases are classified as finance or operating.  The ASU’s primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements.  Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less.  Lessors’ accounting under the ASC is largely unchanged from the previous accounting standard.  In addition, the ASU expands the disclosure requirements of lease arrangements.  Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients.  The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. Management believes that this ASU will not have a significant effect on its financial statements.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

XML 24 R15.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 1 - Organization and Operations (Details) - G.C. Gulf Western Trading Limited - shares
12 Months Ended
Dec. 31, 2000
Dec. 31, 1993
Equity Method Investment, Ownership Percentage   100.00%
Noncash or Part Noncash Divestiture, Description The Company divested itself of its 100% owned subsidiary G.C. on December 12, 2000, thereby eliminating the Trekkopje mining claims, a capitalized cost of $10,533,252, the related liabilities amounting to $8,500,000 from its acquisition, the note payable to its principal stockholder, which aggregated, came to a total of $1,046,640, and any claims to accrued interest.  
Common Stock    
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued   7,200,000
XML 25 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 2 - Summary of Significant Accounting Policies: Net Income (Loss) Per Common Share (Details)
6 Months Ended
Jun. 30, 2018
shares
Convertible Debt Securities  
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 26,575,300
XML 26 R17.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 3 - Going Concern (Details) - USD ($)
Jun. 30, 2018
Dec. 31, 2017
Details    
Accumulated deficit $ (1,936,809) $ (1,924,691)
XML 27 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 4 - Convertible Notes Payable (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2018
Dec. 31, 2012
Dec. 31, 2017
Jan. 08, 2012
Debt Instrument, Convertible, Terms of Conversion Feature   The notes are convertible into shares of the Company stock, at the demand of the lenders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001.    
President        
Debt Instrument, Face Amount       $ 8,500
Debt Instrument, Interest Rate, Stated Percentage       10.00%
Remaining Balance on Note $ 14,010   $ 13,160  
President | Principal        
Remaining Balance on Note 8,500   8,500  
Chief Financial Officer        
Debt Instrument, Face Amount       $ 7,622
Debt Instrument, Interest Rate, Stated Percentage       10.00%
Remaining Balance on Note 12,565   11,802  
Debt Instrument, Convertible, Terms of Conversion Feature   The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001.    
Officer Compensation, Monthly 3,000      
Accrued Salaries, Current 8,384   8,384  
Chief Financial Officer | Principal        
Remaining Balance on Note $ 7,622   $ 7,622  
XML 28 R19.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 5 - Stockholder's Deficit (Details) - USD ($)
6 Months Ended 12 Months Ended
Dec. 31, 2017
Jun. 30, 2018
Dec. 31, 2012
Jan. 08, 2012
Preferred Stock, Shares Authorized 50,000,000 50,000,000    
Preferred Stock, Par or Stated Value Per Share $ 0.001 $ 0.001    
Common Stock, Shares Authorized 200,000,000 200,000,000    
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001    
Common Stock, Shares, Outstanding 12,481,724 12,481,724    
Debt Instrument, Convertible, Terms of Conversion Feature     The notes are convertible into shares of the Company stock, at the demand of the lenders. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001.  
Shares were issued in satisfaction of payments   0    
Chief Financial Officer        
Debt Instrument, Face Amount       $ 7,622
Debt Instrument, Convertible, Terms of Conversion Feature     The note is convertible into shares of the Company stock, at the demand of the lender. The conversion rate is the total principal and accrued interest outstanding divided by the Company’s par value, $0.001.  
Shares were issued in satisfaction of payments 0 0    
President        
Debt Instrument, Face Amount       $ 8,500
Shares were issued in satisfaction of payments 0 0    
XML 29 R20.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 6 - Related Party Transactions (Details) - USD ($)
6 Months Ended
Dec. 31, 2017
Jun. 30, 2018
Jan. 08, 2012
Advances from stockholders $ 107,855 $ 127,910  
Shares were issued in satisfaction of payments   0  
President      
Debt Instrument, Face Amount     $ 8,500
Debt Instrument, Interest Rate, Stated Percentage     10.00%
Shares were issued in satisfaction of payments 0 0  
Remaining Balance on Note $ 13,160 $ 14,010  
Chief Financial Officer      
Debt Instrument, Face Amount     $ 7,622
Debt Instrument, Interest Rate, Stated Percentage     10.00%
Shares were issued in satisfaction of payments 0 0  
Remaining Balance on Note $ 11,802 $ 12,565  
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