UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark one)
| x | Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2018
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ______________ to _____________
Commission File Number: 0-53900
Renewable Energy Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 74-3219044 |
| (State of incorporation) | (IRS Employer ID Number) |
10935 57th Avenue North, Plymouth, MN 55442
(Address of principal executive offices)
(952) 541-1155
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, 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 every Interactive Data File required to be submitted 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 such files). YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | 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 ¨
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: as of November 9, 2018, we had 700,000 shares of common stock, par value $0.0001
Renewable Energy Acquisition Corp.
Form 10-Q for the Quarter Ended September 30, 2018
Table of Contents
| Page | |
| Part I - Financial Information | |
| Item 1 - Financial Statements | 3 |
| Item 2 - Management's Discussion and Analysis of Financial Condition and Plan of Operations | 10 |
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 13 |
| Item 4 - Controls and Procedures | 14 |
| Item 5 - Other Information | 15 |
| Part II - Other Information | |
| Item 6 - Exhibits | 15 |
| Signatures | 16 |
| 2 |
Renewable Energy Acquisition Corp.
Balance Sheets
September 30, 2018 and December 31, 2017
(Unaudited)
| September 30, | December 31, | |||||||
| 2018 | 2017 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 972 | $ | 1,878 | ||||
| Total Assets | $ | 972 | $ | 1,878 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable - trade | $ | 36,479 | $ | 24,851 | ||||
| Notes payable to stockholders | 65,169 | 65,169 | ||||||
| Accrued interest payable to stockholders | 8,006 | 5,804 | ||||||
| Total Liabilities | 109,654 | 95,824 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' Deficit | ||||||||
| Preferred stock - $0.001 par value; 5,000,000 shares authorized; none issued and outstanding | - | - | ||||||
| Common stock - $0.001 par value; 50,000,000 shares authorized; 700,000 shares issued and outstanding | 70 | 70 | ||||||
| Additional paid-in capital | 64,531 | 63,586 | ||||||
| Accumulated deficit | (173,283 | ) | (157,602 | ) | ||||
| Total Stockholders' Deficit | (108,682 | ) | (93,946 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 972 | $ | 1,878 | ||||
The accompanying notes are an integral part of these financial statements.
| 3 |
Renewable Energy Acquisition Corp.
Statements of Operations
For the Three and Nine Months Ended September 30, 2018 and 2017
(Unaudited)
| Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
| Ended September 30, | Ended September 30, | Ended September 30, | Ended September 30, | |||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Operating expenses | ||||||||||||||||
| Professional fees | 1,651 | 499 | 12,507 | 11,188 | ||||||||||||
| Other expenses | - | 1,637 | 25 | 4,225 | ||||||||||||
| Total operating expenses | 1,651 | 2,136 | 12,532 | 15,413 | ||||||||||||
| Loss from operations | (1,651 | ) | (2,136 | ) | (12,532 | ) | (15,413 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense: | ||||||||||||||||
| Notes payable to stockholders | (1,049 | ) | (1,029 | ) | (3,149 | ) | (3,052 | ) | ||||||||
| Loss before provision for income taxes | (2,700 | ) | (3,165 | ) | (15,681 | ) | (18,465 | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | (2,700 | ) | $ | (3,165 | ) | $ | (15,681 | ) | $ | (18,465 | ) | ||||
| Net loss per weighted-average share of common stock outstanding - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.03 | ) | ||||
| Weighted-average number of shares of common stock outstanding - basic and diluted | 700,000 | 700,000 | 700,000 | 700,000 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
Renewable Energy Acquisition Corp.
Statements of Cash Flows
For the Nine Months Ended September 30, 2018 and 2017
(Unaudited)
| Nine Months | Nine Months | |||||||
| Ended September 30, | Ended September 30, | |||||||
| 2018 | 2017 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | (15,681 | ) | $ | (18,465 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Interest expense contributed as capital by stockholders | 945 | 945 | ||||||
| Increase (decrease) in | ||||||||
| Accounts payable - trade | (372 | ) | 14,617 | |||||
| Accrued interest payable to stockholders | 2,202 | 2,107 | ||||||
| Net cash used in operating activities | (12,906 | ) | (796 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Cash received from short-term advances | 12,000 | - | ||||||
| Cash received from notes payable to stockholders | - | 2,000 | ||||||
| Net cash provided by financing activities | 12,000 | 2,000 | ||||||
| (Decrease) Increase in Cash | (906 | ) | 1,204 | |||||
| Cash at beginning of period | 1,878 | 195 | ||||||
| Cash at end of period | $ | 972 | $ | 1,399 | ||||
| Supplemental Disclosure of Interest and Income Taxes Paid | ||||||||
| Interest paid during the period | $ | - | $ | - | ||||
| Income taxes paid during the period | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
| 5 |
Renewable Energy Acquisition Corp.
Notes to Financial Statements
(Unaudited)
Note A - Background and Description of Business
Renewable Energy Acquisition Corp. (the “Company”) was incorporated on June 21, 2007 under the laws of the State of Nevada.
The Company was formed as a blank check company to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industry and their related infrastructures. To date, the Company’s efforts have been limited to organizational activities.
Note B - Preparation of Financial Statements
The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has elected a year-end of December 31.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented
For segment reporting purposes, the Company operated in only one industry segment during the periods represented in the accompanying financial statements and makes all operating decisions and allocates resources based on the best benefit to the Company as a whole.
During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K for the year ended December 31, 2017. The information presented within these interim financial statements may not include all disclosures required by accounting principles generally accepted in the United States of America and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.
In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2018.
Note C - Going Concern Uncertainty
The Company was formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industry and their related infrastructures. To date, the Company’s efforts have been limited to organizational activities. There is no assurance that the Company will be able to successful in the implementation of this business plan.
| 6 |
The Company has no operating history, limited cash on hand, no operating assets and has a business plan with inherent risk. Because of these factors, there is substantial doubt about the Company’s ability to continue to operate as a going concern for the twelve months following the issuance of these financial statements.
Because of the Company's lack of operating assets, the Company’s continuance may become fully dependent upon either future sales of securities and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity during the development phase.
The Company's continued existence is dependent upon its ability to implement its business plan, generate sufficient cash flows from operations to support its daily operations, and provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in its business plan and a potential shortfall of funding due to our uncertainty to raise adequate capital in the equity securities market.
The Company is dependent upon existing cash balances to support its day-to-day operations. In the event that working capital sufficient to maintain the corporate entity and implement our business plan is not available, the Company’s existing controlling stockholders intend to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or existing controlling stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s existing controlling stockholders to have the resources available to support the Company.
The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
The Company’s Articles of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock and 5,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede the implementation of the Company’s business plan. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.
In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.
While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
Note D - Summary of Significant Accounting Policies
Cash and cash equivalents
The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Organization costs
The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization, post-bankruptcy, of the Company were charged to operations as incurred.
Income taxes
The Company files income tax returns in the United States of America and various states, as appropriate and applicable. The Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2014. However, the Company does not anticipate any examinations of returns filed subsequent to December 31, 2013.
| 7 |
The Company uses the asset and liability method of accounting for income taxes. At September 30, 2018 and December 31, 2017, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.
Recognition of potential liabilities are required as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company has no liability for uncertain tax positions.
Income (loss) per share
Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.
Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).
Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
As of September 30, 2018 and 2017, respectively, the Company did not have any outstanding items which could be deemed to be dilutive.
New and Pending Accounting Pronouncements
The Company is of the opinion that any and all pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations.
Subsequent Events
Management has evaluated all activity of the Company through the issuance date of the financial statements for disclosure purposes.
Note F - Notes Payable to Stockholders
During 2017, one stockholder loaned an additional aggregate $3,275 in cash to the Company to support operations. These advances are due upon demand and bear interest at 6.0% per annum.
The Company has accrued interest payable to these stockholders aggregating $8,006 and $5,804 as of September 30, 2018 and December 31, 2017, respectively.
| 8 |
As of September 30, 2018 and December 31, 2017, the outstanding aggregate balances payable to stockholders were as follows:
| September 30, | December 31, | |||||||
| 2018 | 2017 | |||||||
| Notes payable | $ | 65,169 | $ | 65,169 | ||||
| Accrued interest payable | 8,006 | 5,804 | ||||||
| Total due stockholders | $ | 73,175 | $ | 70,973 | ||||
The Company has recognized $315, $945, $315 and $945, respectively in interest expense for the three and nine months ended September 30, 2018 and 2017, respectively, as additional paid-in capital for the economic event (calculated at an imputed interest rate of 6.0% per annum) related to the non-interest bearing feature on the aforementioned notes payable to stockholders.
Note G – Commitments and Contingencies
During 2015, the Company accepted an aggregate of $7,500 in “stand still” payments from an unrelated third party in anticipation of conducting the appropriate due diligence and to negotiate in good faith an agreement related to a potential acquisition. In addition, the Company agreed to not enter into discussions or negotiations with any other acquisition target for a period of at least 30 days.
During the first quarter of 2016, the Company received an additional $600 in “stand still” payments related to the aforementioned transaction.
As of the issuance of these financial statements, the Company had no definitive agreement or other arrangement related to any potential acquisition or business combination transaction.
| 9 |
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
| (1) | Caution Regarding Forward-Looking Information |
Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.
| 10 |
Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
| (2) | General |
Renewable Energy Acquisition Corp. (the “Company”) was incorporated on June 21, 2007 under the laws of the State of Nevada.
The Company was formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industry and their related infrastructures. To date, our efforts have been limited to organizational activities.
| (3) | Results of Operations |
The Company had no revenue for either of the three or nine-month periods ended September 30, 2018 and 2017, respectively.
Operating expenses of $1,651 and $2,136 for the three-month periods ended September 30 , 2018 and 2017, respectively, were directly related to maintaining the corporate entity, investigating opportunities pursuant to the Company’s business plan and continued compliance with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. Other expenses of $1,049 and $1,029 for the three-month periods ended September 30, 2018 and 2017, respectively, were primarily due to interest expenses on related party note payables. The decrease was related to fewer professional fees incurred in the current period.
Operating expenses of $12,532 and $15,413 for the nine-month periods ended September 30 , 2018 and 2017, respectively, were directly related to maintaining the corporate entity, investigating opportunities pursuant to the Company’s business plan and continued compliance with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. Other expenses of $3,149 and $3,052 for the nine-month periods ended September 30, 2018 and 2017, respectively, were primarily due to interest expense on related party note payables. The decrease was related to fewer professional fees incurred in the current period.
The Company may or may not experience increases in expenses in future periods as the Company explores various options for the implementation of its business plan. However, at this time, the Company has not executed or consummated any definitive agreements with any identified business combination target. Further, it is anticipated that future expenditure levels may increase as the Company intends to fully comply with its periodic reporting requirements.
The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company acquires or participates in a business with revenue producing activities.
Loss per share for the three and nine-month periods ended September 30, 2018 and 2017 were $(0.00), $(0.02), $(0.00) and $(0.03), respectively, based on the weighted-average shares issued and outstanding at the end of each such period.
| (4) | Plan of Business |
We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the advantages of being a publicly held corporation. We file reports with the Securities and Exchange Commission as a result of registering our common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the consummation of a business combination with an operating company, the surviving company resulting from the transaction will continue to be subject to the reporting requirements of the Exchange Act. Although an operating company may choose to effectuate a business combination with a company that is trading on the OTC Bulletin Board in order to become public, the terms of such a transaction to the operating company may not be as favorable as those available from us as a non-trading reporting company. Therefore, we believe that we may be attractive to a private operating company seeking to become public.
| 11 |
We were formed as a vehicle to pursue a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industries and their related infrastructures. Nevertheless, we are not restricted from pursuing an opportunity in any industry at the discretion of the board of directors. The renewable energy industry and its related infrastructure generally includes the production, generation, transmission and distribution of electricity, heat, fuel and other consumable forms of energy through the utilization of renewable fuel sources such as, but not limited to, geothermal, biofuels, synfuels, wind, ocean waves, "clean coal," and waste stream pyrolysis; and the infrastructure needed to maintain and operate the facilities, services and installations used in the foregoing areas.
Although we may consider a target business in any segment of any industry, we currently intend to concentrate our search for an acquisition candidate on companies in the following segments:
| · | Wind electric generation, distribution and transmission; |
| · | Solar power; |
| · | Co-generation; |
| · | Bio-mass; |
| · | Synthetic gas production, distribution and transmission; |
| · | Energy efficiency and energy conservation related products and services; |
| · | Alternative transportation technologies; |
| · | Steam generation and distribution; |
| · | Alternative transportation technologies; |
| · | Energy storage technologies; |
| · | Other alternative and renewable energy technologies; and |
| · | The development, installation, financing, or manufacturing of any of the above. |
We have a nominal amount of capital and will depend on our directors to provide us with the necessary funds to implement our business plan. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.
The analysis of new business opportunities will be undertaken by or under the supervision of our officers and directors. Our officers and directors will devote approximately 20 hours per month on average to searching for a target company until an acquisition candidate is identified and the transaction closed. However, we believe that business opportunities may also come to our attention from various sources, including, professional advisors such as attorneys, and accountants, securities broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. We have no plan, understanding, agreements, or commitments with any individual for such person to act as a finder of opportunities for us. We can give no assurances that we will be successful in finding or acquiring a desirable business opportunity, given the limited funds that are expected to be available to us for implementation of our business plan. Furthermore, we can give no assurances that any acquisition, if it occurs, will be on terms that are favorable to us or our current stockholders.
During the next 12 months, we anticipate incurring costs related to filing of periodic reports under the Exchange Act, seeking a prospective business acquisition and, if an attractive prospect is located, pursuing completion of an acquisition.
| (5) | Liquidity and Capital Resources |
At September 30, 2018 and December 31, 2017, the Company had working capital deficits of $108,682 and $93,946, respectively, including notes payable to stockholders of $65,169 in each respective period.
| 12 |
During the nine months ended September 30, 2018 and 2017, the Company used cash in operating activities of $12,906 and $796, respectively. The cash used in operating activities during the nine months ended September 30, 2018 and 2017, were primarily related to the payment of the operating expenses of the Company.
During the nine months ended September 30, 2018 and 2017, the Company had cash provided by financing activities of $12,000 and $2,000, respectively. The cash provided by financing activities during the nine months ended September 30, 2018 and 2017, were primarily related to short-term advances received and the proceeds from notes payable to stockholders.
The Company currently has limited cash on hand, no source of revenues, no operating assets and a business plan with inherent risk. Because of these factors, there is substantial doubt about our ability to continue as a going concern exists at the date of their opinion.
It is the belief of management and significant stockholders that, should the need arise, they will provide sufficient working capital necessary to support and preserve the corporate existence and continue to file reports with the Securities and Exchange Commission. However, there is no legal obligation for either management or significant stockholders to provide additional funding, so there is no assurance these persons will have the inclination or the financial resources to support the Company going forward. Should management and significant stockholders fail to provide additional financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.
The Company's need for working capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.
| (6) | Critical Accounting Policies |
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note D of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Not required of a smaller reporting company.
| 13 |
Item 4 - Controls and Procedures
| (a) | Evaluation of Disclosure Controls and Procedures |
Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (Certifying Officer), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to an inherent weakness in our internal controls over financial reporting due to our status as a shell corporation and having a sole supervising officer. However, our Certifying Officer believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.
| 14 |
| (b) | Changes in Internal Controls |
There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
On August 9, 2018, Renewable Energy Acquisition Corp. (the “Company”) engaged Marcum LLP (“Marcum”) as its independent registered public accountants. This engagement occurred in connection with the Company's prior independent public accountants, GBH CPAs, PC ("GBH") resigning, effective July 1, 2018, as a result of combining its practice with Marcum. The engagement of Marcum has been approved by the Audit Committee of the Company's Board of Directors.
Pursuant to applicable rules, the Company makes the following additional disclosures:
(a) GBH's reports on the consolidated financial statements of the Company as at and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained an explanatory paragraph in respect to uncertainty as to the Company's ability to continue as a going concern.
(b) During the fiscal years ended December 31, 2017 and 2016 and through July 1, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH's satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the fiscal years ended December 31, 2017 and 2016 and through July 1, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.
(c) During the fiscal years ended December 31, 2017 and 2016 and through July 1, 2018, the Company did not consult with Marcum with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided GBH with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated August 13, 2018, is filed as Exhibit 16.1 to this Report.
| 16.1 | Change in Auditor Letter | |
| 31.1 | Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T. |
| 15 |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Renewable Energy Acquisition Corp. | |||
| Dated: | November 12, 2018 | /s/ Craig S. Laughlin | |
| Craig S. Laughlin | |||
| President, Chief Executive Officer, | |||
| Chief Financial Officer and Director |
| 16 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Craig Laughlin, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Renewable Energy Acquisition Corp.; |
| 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. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 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 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 controls over financial reporting. |
| November 12, 2018 | By: | /s/ Craig Laughlin | |
| Craig Laughlin | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) |
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 on Form 10-Q of Renewable Energy Acquisition Corp. (the “Company”) for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig Laughlin, Chief Executive Officer 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:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| November 12, 2018 | By: | /s/ Craig Laughlin | |
| Craig Laughlin | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) |
The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 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.
Document And Entity Information - shares |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Nov. 09, 2018 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Sep. 30, 2018 | |
| Document Fiscal Year Focus | 2018 | |
| Document Fiscal Period Focus | Q3 | |
| Entity Registrant Name | Renewable Energy Acquisition Corp. | |
| Entity Central Index Key | 0001418302 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Non-accelerated Filer | |
| Trading Symbol | REAC | |
| Entity Common Stock, Shares Outstanding | 700,000 | |
| Entity Emerging Growth Company | false | |
| Entity Small Business | true |
Balance Sheets - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Current Assets | ||
| Cash | $ 972 | $ 1,878 |
| Total Assets | 972 | 1,878 |
| Current Liabilities | ||
| Accounts payable - trade | 36,479 | 24,851 |
| Notes payable to stockholders | 65,169 | 65,169 |
| Accrued interest payable to stockholders | 8,006 | 5,804 |
| Total Liabilities | 109,654 | 95,824 |
| Commitments and Contingencies | ||
| Stockholders' Deficit | ||
| Preferred stock - $0.001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
| Common stock - $0.001 par value; 50,000,000 shares authorized; 700,000 shares issued and outstanding | 70 | 70 |
| Additional paid-in capital | 64,531 | 63,586 |
| Accumulated deficit | (173,283) | (157,602) |
| Total Stockholders' Deficit | (108,682) | (93,946) |
| Total Liabilities and Stockholders' Deficit | $ 972 | $ 1,878 |
Balance Sheets [Parenthetical] - $ / shares |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
| Preferred Stock, Shares Issued | 0 | 0 |
| Preferred Stock, Shares Outstanding | 0 | 0 |
| Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
| Common Stock, Shares, Issued | 700,000 | 700,000 |
| Common Stock, Shares, Outstanding | 700,000 | 700,000 |
Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
| Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
| Operating expenses | ||||
| Professional fees | 1,651 | 499 | 12,507 | 11,188 |
| Other expenses | 0 | 1,637 | 25 | 4,225 |
| Total operating expenses | 1,651 | 2,136 | 12,532 | 15,413 |
| Loss from operations | (1,651) | (2,136) | (12,532) | (15,413) |
| Interest expense: | ||||
| Notes payable to stockholders | (1,049) | (1,029) | (3,149) | (3,052) |
| Loss before provision for income taxes | (2,700) | (3,165) | (15,681) | (18,465) |
| Provision for income taxes | 0 | 0 | 0 | 0 |
| Net loss | $ (2,700) | $ (3,165) | $ (15,681) | $ (18,465) |
| Net loss per weighted-average share of common stock outstanding - basic and diluted | $ 0.00 | $ 0.00 | $ (0.02) | $ (0.03) |
| Weighted-average number of shares of common stock outstanding - basic and diluted | 700,000 | 700,000 | 700,000 | 700,000 |
Statements of Cash Flows - USD ($) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
| Cash Flows from Operating Activities | ||
| Net loss | $ (15,681) | $ (18,465) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||
| Interest expense contributed as capital by stockholders | 945 | 945 |
| Increase (decrease) in | ||
| Accounts payable - trade | (372) | 14,617 |
| Accrued interest payable to stockholders | 2,202 | 2,107 |
| Net cash used in operating activities | (12,906) | (796) |
| Cash Flows from Financing Activities | ||
| Cash received from short-term advances | 12,000 | 0 |
| Cash received from notes payable to stockholders | 0 | 2,000 |
| Net cash provided by financing activities | 12,000 | 2,000 |
| (Decrease) Increase in Cash | (906) | 1,204 |
| Cash at beginning of period | 1,878 | 195 |
| Cash at end of period | 972 | 1,399 |
| Supplemental Disclosure of Interest and Income Taxes Paid | ||
| Interest paid during the period | 0 | 0 |
| Income taxes paid during the period | $ 0 | $ 0 |
Background and Description of Business |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note A - Background and Description of Business Renewable Energy Acquisition Corp. (the “Company”) was incorporated on June 21, 2007 under the laws of the State of Nevada. The Company was formed as a blank check company to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industry and their related infrastructures. To date, the Company’s efforts have been limited to organizational activities. |
Preparation of Financial Statements |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Basis of Accounting [Text Block] | Note B - Preparation of Financial Statements The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has elected a year-end of December 31. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented For segment reporting purposes, the Company operated in only one industry segment during the periods represented in the accompanying financial statements and makes all operating decisions and allocates resources based on the best benefit to the Company as a whole. During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K for the year ended December 31, 2017. The information presented within these interim financial statements may not include all disclosures required by accounting principles generally accepted in the United States of America and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein. In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2018. |
Going Concern Uncertainty |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Going Concern Uncertainty [Text Block] | Note C - Going Concern Uncertainty The Company was formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industry and their related infrastructures. To date, the Company’s efforts have been limited to organizational activities. There is no assurance that the Company will be able to successful in the implementation of this business plan. The Company has no operating history, limited cash on hand, no operating assets and has a business plan with inherent risk. Because of these factors, there is substantial doubt about the Company’s ability to continue to operate as a going concern for the twelve months following the issuance of these financial statements. Because of the Company's lack of operating assets, the Company’s continuance may become fully dependent upon either future sales of securities and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity during the development phase. The Company's continued existence is dependent upon its ability to implement its business plan, generate sufficient cash flows from operations to support its daily operations, and provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in its business plan and a potential shortfall of funding due to our uncertainty to raise adequate capital in the equity securities market. The Company is dependent upon existing cash balances to support its day-to-day operations. In the event that working capital sufficient to maintain the corporate entity and implement our business plan is not available, the Company’s existing controlling stockholders intend to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or existing controlling stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s existing controlling stockholders to have the resources available to support the Company. The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. The Company’s Articles of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock and 5,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede the implementation of the Company’s business plan. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities. In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market. While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. |
Summary of Significant Accounting Policies |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Accounting Policies [Abstract] | ||
| Significant Accounting Policies [Text Block] | Note D - Summary of Significant Accounting Policies Cash and cash equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. Organization costs The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization, post-bankruptcy, of the Company were charged to operations as incurred. Income taxes The Company files income tax returns in the United States of America and various states, as appropriate and applicable. The Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2014. However, the Company does not anticipate any examinations of returns filed subsequent to December 31, 2013. The Company uses the asset and liability method of accounting for income taxes. At September 30, 2018 and December 31, 2017, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. Recognition of potential liabilities are required as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company has no liability for uncertain tax positions. Income (loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of September 30, 2018 and 2017, respectively, the Company did not have any outstanding items which could be deemed to be dilutive. New and Pending Accounting Pronouncements The Company is of the opinion that any and all pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations. Subsequent Events Management has evaluated all activity of the Company through the issuance date of the financial statements for disclosure purposes. |
Notes Payable to Stockholders |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Text Block] | Note F - Notes Payable to Stockholders During 2017, one stockholder loaned an additional aggregate $3,275 in cash to the Company to support operations. These advances are due upon demand and bear interest at 6.0% per annum. The Company has accrued interest payable to these stockholders aggregating $8,006 and $5,804 as of September 30, 2018 and December 31, 2017, respectively. As of September 30, 2018 and December 31, 2017, the outstanding aggregate balances payable to stockholders were as follows:
The Company has recognized $315, $945, $315 and $945, respectively in interest expense for the three and nine months ended September 30, 2018 and 2017, respectively, as additional paid-in capital for the economic event (calculated at an imputed interest rate of 6.0% per annum) related to the non-interest bearing feature on the aforementioned notes payable to stockholders. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Commitments and Contingencies Disclosure [Abstract] | ||
| Commitments and Contingencies Disclosure [Text Block] | Note G – Commitments and Contingencies During 2015, the Company accepted an aggregate of $7,500 in “stand still” payments from an unrelated third party in anticipation of conducting the appropriate due diligence and to negotiate in good faith an agreement related to a potential acquisition. In addition, the Company agreed to not enter into discussions or negotiations with any other acquisition target for a period of at least 30 days. During the first quarter of 2016, the Company received an additional $600 in “stand still” payments related to the aforementioned transaction. As of the issuance of these financial statements, the Company had no definitive agreement or other arrangement related to any potential acquisition or business combination transaction. |
Summary of Significant Accounting Policies (Policies) |
9 Months Ended | |
|---|---|---|
Sep. 30, 2018 | ||
| Accounting Policies [Abstract] | ||
| Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. |
|
| Costs Incurred, Policy [Policy Text Block] | Organization costs The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization, post-bankruptcy, of the Company were charged to operations as incurred. |
|
| Income Tax, Policy [Policy Text Block] | Income taxes The Company files income tax returns in the United States of America and various states, as appropriate and applicable. The Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2014. However, the Company does not anticipate any examinations of returns filed subsequent to December 31, 2013. The Company uses the asset and liability method of accounting for income taxes. At September 30, 2018 and December 31, 2017, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. Recognition of potential liabilities are required as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company has no liability for uncertain tax positions. |
|
| Earnings Per Share, Policy [Policy Text Block] | Income (loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of September 30, 2018 and 2017, respectively, the Company did not have any outstanding items which could be deemed to be dilutive. |
|
| New Accounting Pronouncements, Policy [Policy Text Block] | New and Pending Accounting Pronouncements The Company is of the opinion that any and all pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations. |
|
| Subsequent Events, Policy [Policy Text Block] | Subsequent Events Management has evaluated all activity of the Company through the issuance date of the financial statements for disclosure purposes. |
Notes Payable to Stockholders (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Current Liabilities [Table Text Block] | As of September 30, 2018 and December 31, 2017, the outstanding aggregate balances payable to stockholders were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Going Concern Uncertainty (Details Textual) - shares |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Class of Stock [Line Items] | ||
| Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
| Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Notes Payable to Stockholders (Details) - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Debt Instrument [Line Items] | ||
| Notes payable | $ 65,169 | $ 65,169 |
| Accrued interest payable | 8,006 | 5,804 |
| Total due stockholders | $ 73,175 | $ 70,973 |
Notes Payable to Stockholders (Details Textual) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
|
| Debt Instrument [Line Items] | |||||
| Proceeds from Notes Payable | $ 0 | $ 2,000 | |||
| Interest Payable, Current | $ 8,006 | 8,006 | $ 5,804 | ||
| Interest Expense, Debt | $ 315 | $ 315 | $ 945 | $ 945 | |
| Imputed Interest Rate Per Annum | 6.00% | 6.00% | |||
| Two Stockholders Loan [Member] | |||||
| Debt Instrument [Line Items] | |||||
| Proceeds from Notes Payable | $ 3,275 | ||||
| Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||
Commitments and Contingencies (Details Textual) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Company accepted a "stand still" payment from an unrelated third party | $ 600 | |
| Stand Still Payments Accepted from Unrelated Third Party | $ 7,500 |