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BASIS OF PRESENTATION AND ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2019
BASIS OF PRESENTATION AND ACCOUNTING POLICIES  
NOTE 2 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. These interim financial statements are condensed and should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 16, 2019.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates and judgments. The Company bases its estimates and judgments on historical experience and other factors that it believes to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $27,942 and $3,439 in cash and cash equivalents as at June 30, 2019 and December 31, 2018, respectively.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition” following the five steps procedure:

 

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

 

 The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

 

 

a.

the customer simultaneously receives and consumes the benefits as the entity performs;

 

b.

the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

 

c.

the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.

 

The Company’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming. For the six months ended June 30, 2019 and June 30, 2018, the Company recognized revenue of $3,684 and $3,539 and cost of sales of $11,250 and $21,720, resulting in gross loss of $7,566 and 18,181, respectively.

 

Earnings (Loss) per Share

 

The Company computes basic and diluted net loss per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the reporting period. Diluted loss per share reflects the potential dilution that could occur if convertible notes to issue common stock were converted resulting in the issuance of common stock that could share in the loss of the Company.

 

For the six months ended June 30, 2019, convertible notes and warrants were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

 

 

June 30,

 

2019

 

(Shares)

 

Convertible notes payable

 

13,485,352,533

 

Warrants

 

469,833,333

 

13,955,185,866

 

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted loss per shares of common stock:

 

 

Three months

ended

 

Six months

ended

 

June 30

2019

 

June 30

2019

 

Net Loss

 

$

(289,911

)

 

$

(388,775

)

 

Basic and Diluted Weighted Average Common Shares Outstanding

 

1,280,015,474

 

1,099,196,120

 

Basic and Diluted Loss per Common Share

 

$

(0.00

)

 

$

(0.00

)

 

Six months and Three months ended June 30, 2018

 

For the six months and three months ended June 30, 2018, 5,341,058,936 shares of common stock from the convertible notes were included in the calculation of diluted earnings per shares.

 

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common shares:

 

Basic earnings per common share

 

 

Three months

ended

 

Six months

ended

 

June 30

2018

 

June 30

2018

 

Net Income

 

$

1,480,271

 

$

49,387

 

Basic Weighted Average Common Shares Outstanding

 

665,925,639

 

628,705,342

 

Basic Earnings per Common Share

 

$

0.00

 

$

0.00

 

 

8

 

Table of Contents

 

Diluted earnings per common share

 

 

Three months

ended

 

Six months

ended

 

June 30

2018

 

June 30

2018

 

Net Income

 

$

1,480,271

 

$

49,387

 

Diluted Weighted Average Common Shares Outstanding

 

6,006,984,575

 

5,969,764,279

 

Diluted Earnings per Common Share

 

$

0.00

 

$

0.00

 

Related Party Balances and Transactions

 

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction.

 

Beneficial Conversion Feature of Convertible Debt

 

The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. The Beneficial Conversion Feature (“BCF”) of convertible debt is normally characterized as the convertible portion or feature of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial Conversion Features that are contingent upon the occurrence of a future event are recorded when the event is resolved.

 

Convertible Instruments and Derivatives

 

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.”

 

Share-Based Compensation

 

The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted.

 

Fair Value Measurement

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 –

quoted prices in active markets for identical assets or liabilities

Level 2 –

quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 –

inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

The derivative liability in connection with the conversion feature of the convertible debt, classified as a level 3 liability, is the only financial liability measured at fair value on a recurring basis.

 

The change in the level 3 financial instrument is as follows:

 

Balance - December 31, 2018

 

$

1,241,550

 

Addition of new derivative liabilities upon issuance of convertible notes as debt discount

 

83,584

 

Reduction of derivative liabilities from conversion of convertible notes to shares of common stock

 

(144,953

)

Reduction of derivative liabilities from written off of convertible note

 

(347,826

)

Addition of new derivative liabilities upon issuance of warrants as debt discount

 

32,416

 

Addition of new derivatives liabilities recognized as day one loss

 

279,421

 

Loss (Gain) on change in fair value of the derivative

 

251,987

 

Balance - June 30, 2019

 

$

1,396,179

 

The following table summarizes fair value measurement by level at June 30, 2019 and December 31, 2018, measured at fair value on a recurring basis:

 

June 30, 2019

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

None

 

-

 

-

 

-

 

-

 

Liabilities

 

Derivative liabilities

 

-

 

-

 

1,396,179

 

1,396,179

 

December 31, 2018

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

None

 

-

 

-

 

-

 

-

 

Liabilities

 

Derivative liabilities

 

-

 

-

 

1,241,550

 

1,241,550

 

New Accounting Pronouncements

 

In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future.

 

In January 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which amends ASC Topic 842. Among other things, the new standard requires us to recognize a right of use asset and a lease liability on our balance sheet for leases. It also changes the presentation and timing of lease-related expenses. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect this guidance may have on its financial position, results of operations, comprehensive income, cash flows and disclosures.