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BASIS OF PRESENTATION AND ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2020
BASIS OF PRESENTATION AND ACCOUNTING POLICIES  
NOTE 2 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited interim 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, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. 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, 2019 included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 8, 2021.

 

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 $25,414 and $43,707 in cash and cash equivalents as at June 30, 2020 and December 31, 2019, 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’s revenue derives from the development, promotion and distribution of our live events and televised entertainment programming. For the six months ended June 30, 2020 and 2019, the Company recognized revenue of $7,360 and $3,684 and cost of sales of $2,300 and $11,250, resulting in gross profit of $5,060 and gross loss of 7,566, 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.

 

Six months ended June 30, 2020

 

For the six months ended June 30, 2020, 15,993,128,466 shares of common stock from the convertible notes and warrants were included in the calculation of diluted earnings per shares.

 

 

 

June 30, 2020

 

 

 

(Shares)

 

Convertible notes payable

 

 

15,023,295,133

 

Warrants

 

 

969,833,333

 

 

 

 

15,993,128,466

 

   

Basic earnings per common share

 

 

 

Six months ended

 

 

 

June 30, 2020

 

Net Income

 

$ 1,236,827

 

 

 

 

 

 

Basic Weighted Average Common Shares Outstanding

 

 

2,021,181,889

 

 

 

 

 

 

Basic Earnings per Common Share

 

$ 0.00

 

        

Diluted earnings per common share

 

 

 

Six months ended

 

 

 

June 30, 2020

 

Net Income

 

$ 1,236,827

 

 

 

 

 

 

Diluted Weighted Average Common Shares Outstanding

 

 

15,993,128,466

 

 

 

 

 

 

Diluted Earnings per Common Share

 

$ 0.00

 

          

Three Months Ended June 30, 2020

 

For the three months ended June 30, 2020, 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, 2020

 

 

 

(Shares)

 

Convertible notes payable

 

 

15,023,295,133

 

Warrants

 

 

969,833,333

 

 

 

 

15,993,128,466

 

  

Six Months and Three Months Ended June 30, 2019

 

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 )

        

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. (See Note 8)

 

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. (See Note 7)

 

The following table summarizes fair value measurement by level at June 30, 2020 and December 31, 2019, measured at fair value on a recurring basis:

 

June 30, 2020

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

-

 

 

 

-

 

 

 

1,587,738

 

 

 

1,587,738

 

             

December 31, 2019

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

-

 

 

 

-

 

 

 

3,068,168

 

 

 

3,068,168

 

          

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its financial statements.