10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2018

OR

[ ] 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: 333-220851

EDGAR EXPRESS, INC.

(Name of Small Business Issuer in Its Charter)

Utah	26-0510649
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
11650 South State Street, Suite 240
Draper, Utah	84020
(Address of Principal Executive Offices)	(Zip Code)

	(801) 816-2524
	(Issuer’s Telephone Number)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [  ]	Accelerated Filer [  ]
Non-Accelerated Filer [  ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of August 2, 2018, the Company had outstanding 11,700,000 shares of common stock, par value $0.001 per share.

2

PART I

FINANCIAL INFORMATION

The Financial Statements of the Company are prepared as of June 30, 2018.

ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

CONTENTS
Balance Sheets as of June 30, 2018 (unaudited) and December 31,2017	4
Statements of Operations for the three and six month periods ended June 30, 2018 and 2017 (unaudited)	5
Statements of Cash Flows for the six month periods ended June 30, 2018 and 2017 (unaudited)	6
Notes to the Unaudited Financial Statements	7

3

EDGAR EXPRESS, INC.
Balance Sheets
ASSETS
	June 30,			December 31,
	2018			2017
	(Unaudited)
CURRENT ASSETS
Cash	$	1,161		$	4,397
Accounts receivable, net of allowance for doubtful accounts
of $18,625, and $17,808, respectively		16,434			12,148
Total Current Assets		17,595			16,545
TOTAL ASSETS	$	17,595		$	16,545
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	80,347		$	60,373
Loans payable		44,838			26,550
Notes payable		307,371			307,371
Total Current Liabilities		432,556			394,294
TOTAL LIABILITIES		432,556			394,294
STOCKHOLDERS' DEFICIT
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
none issued		—			—
Common stock, $0.001 par value; 50,000,000 shares authorized,
11,700,000 and 11,700,000 shares issued and outstanding, respectively		11,700			11,700
Additional paid-in capital		30,400			30,400
Accumulated deficit		(457,061	)		(419,849	)
Total Stockholders' Deficit		(414,961	)		(377,749	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	17,595		$	16,545
The accompanying notes are an integral part of these financial statements

4

EDGAR EXPRESS, INC.
Statements of Operations
(Unaudited)
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
SERVICE REVENUES	$	13,015		$	19,149		$	26,410		$	26,953
OPERATING EXPENSES
Compensation and payroll taxes		14,547			14,560			29,135			29,162
Professional fees		11,664			1,250			15,602			2,500
Rent		1,500			1,500			3,000			3,000
Provision for doubtful accounts		106			125			817			125
Other operating expenses		2,467			754			2,826			499
Total Operating Expenses		30,284			18,189			51,380			35,286
INCOME (LOSS) FROM OPERATIONS		(17,269	)		960			(24,970	)		(8,333	)
OTHER INCOME (EXPENSES)
Interest expense		(6,132	)		(6,427	)		(12,242	)		(12,637	)
Total Other Income (Expenses)		(6,132	)		(6,427	)		(12,242	)		(12,637	)
NET LOSS	$	(23,401	)	$	(5,467	)	$	(37,212	)	$	(20,970	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares
outstanding - basic and diluted		11,700,000			10,350,000			11,700,000			10,350,000
The accompanying notes are an integral part of these financial statements

5

EDGAR EXPRESS, INC.
Statements of Cash Flows
(Unaudited)
	For the Six Months Ended
	June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(37,212	)	$	(20,970	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Provision for doubtful accounts		817			125
Changes in operating assets and liabilities:
Accounts receivable		(5,103	)		(8,404	)
Accounts payable and accrued liabilities		19,974			17,790
Net Cash Used by Operating Activities		(21,524	)		(11,459	)
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from loans payable		18,288			23,750
Net Cash Provided by Financing Activities		18,288			23,750
NET INCREASE (DECREASE) IN CASH		(3,236	)		12,291
CASH, BEGINNING OF PERIOD		4,397			138
CASH, END OF PERIOD	$	1,161		$	12,429
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Payments For:
Interest	$	48		$	274
Taxes	$	—		$	—
Non-cash Financing Activity:
Issuance of 8% demand promissory notes to entities
in settlement of non-interest bearing loans payable
effective January 1, 2017	$	—		$	313,371
The accompanying notes are an integral part of these financial statements

6

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

a. Organization and Description of Business

The Company was organized in the State of Utah on July 11, 2007 and reincorporated on March 20, 2014. The Company is a full XML, XBRL and HTML compliant EDGAR and XBRL filing company. The Company provides these filing services to a limited number of small public companies that are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), or file registration statements or other documents with the SEC pursuant to the Securities Act. The Company utilizes third-party software to render word-processed documents, spreadsheets, and other items in a format acceptable to the SEC’s EDGAR system. In addition, the Company is able to modify Securities Act filings and Exchange Act reports in XBRL format to assist its customers in complying with the SEC’s XBRL requirements applicable to certain filings and reports.

b. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year end.

c. Interim Financial Statements

The interim financial statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the six months ended June 30, 2018 are not necessarily indicative of results that may be expected for the year ending December 31, 2018.

d. Cash and Cash Equivalents

Cash Equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

e. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

f. Accounts Receivable, Net of Allowance for Doubtful Accounts

The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer financial condition, collection history and the aging of the related accounts receivable. A significant number of the Company’s customers are affiliated entities with a history of operating losses and limited cash flow. In addition, certain individuals affiliated with the Company have a history of facilitating the sale of the ownership control in those affiliated customer entities, at which time proceeds from the sale of the ownership control in the entity provides funds for the Company to collect past due receivables from services (See Note 6).

7

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

g. Revenue Recognition

Revenue from services is recognized upon completion of respective customer filings with the SEC. Revenue is not recognized unless all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery of services has occurred.

h. Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for all periods presented was $-0-.

i. Basic and Diluted Net Loss Per Share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock issued and outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

j. Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

k. Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

l. Financial Instruments

The Company follows FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:

- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

- Level 3 inputs to valuation methodology are unobservable and significant to the fair value measurement.

The carrying amounts reported in the balance sheets for cash, accounts receivable, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.  

8

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:
	June 30,		December 31,
	2018		2017
	((Unaudited)
Chene C. Gardner & Associates, Inc.	$	17,500	$	15,000
Rent		19,500		16,500
Accrued interest payable on notes payable		36,971		24,777
Payroll taxes		960		866
Other		5,416		3,230
Total	$	80,347	$	60,373

Chene C. Gardner & Associates, Inc. is controlled by Chene Gardner, Founder and Chief Executive Officer of the Company from March 20, 2014 to June 1, 2015. Chene C. Gardner & Associates, Inc. has provided accounting services to the Company for accrued compensation of $1,250 per quarter commencing January 1, 2015 (reflected in the Statements of Operations within professional fees expense).

The rent is due Acadia Properties, LLC pursuant to a Sublease Agreement dated January 1, 2015. The term of the agreement is month to month and provides for rent of $500 per month. Acadia Properties, LLC is controlled by Kenneth I. Denos (See Notes 3, 4 and 6).

NOTE 3 - LOANS PAYABLE

Loans payable consist of the following:
	June 30,		December 31,
	2018		2017
		(Unaudited)
Kenneth I. Denos P.C.	$	37,450	$	26,150
Acadia Group, Inc.		6,400		400
Other		988		—
Total	$	44,838	$	26,550

The loans payable to Kenneth I. Denos P.C. and Acadia Group, Inc. are non-interest bearing and are due on demand. Kenneth I. Denos P.C. and Acadia Group, Inc. are controlled by Kenneth I. Denos (See notes 4 and 6).

9

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

NOTE 4 - NOTES PAYABLE

Notes payable consist of the following: 

	June 30, 2018		December 31, 2017
	(Unaudited)
Kenneth I. Denos, P.C., interest at 8%, due on demand	$	265,251	$	265,251
Acadia Group, Inc., interest at 8%, due on demand		38,700		38,700
Acadia Properties, LLC, interest at 8%, due on demand		3,420		3,420
Total	$	307,371	$	307,371

NOTE 5 - COMMON STOCK TRANSACTIONS

On March 20, 2014, the Company issued 10,100,000 restricted shares of common stock to Mary Foster, Chief Executive Officer of the Company (10,000,000 shares) and Chene Gardner, former Chief Executive Officer of the Company (100,000 shares) for services rendered. The shares were valued at $10,100 and charged to Company operations at that date.

On October 1, 2016, the Company issued 250,000 restricted shares of common stock for legal services rendered to the Company. The $5,000 fair value ($0.02 per share) of the 250,000 shares of common stock was expensed as professional fees in the three months ended December 31, 2016.

On July 1, 2017, the Company issued 100,000 shares of common stock to Brandon Pehrson for his services as an independent Director of the Company. The $2,000 fair value ($0.02 per share) of the 100,000 shares of common stock was expensed as other operating expenses in the three months ended September 30, 2017.

From July 13, 2017 to July 28, 2017, the Company sold a total of 1,250,000 restricted shares of common stock to 32 investors at $0.02 per share for total cash consideration of $25,000.

10

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS

Accounts receivable, net, consists of:

	June 30,		December 31,
	2018		2017
	(Unaudited)
Customer A (A)	$	1,755	$	1,269
Customer B		1,741		4,495
Customer C (B)		—		—
Customer D		786		2,916
Customer E		1,050		1,050
Customer F (C)		—		—
Customer G (D)		3,489		328
Customer H		4,869		1,018
Customer I		1,574		—
Other		1,170		1,072
Total	$	16,434	$	12,148
Related parties	$	5,244	$	1,597
Non-related parties		11,190		10,551
Total	$	16,434	$	12,148

Service revenues consist of:

	Six Months Ended
	June 30,		June 30,
	2018		2017
	(Unaudited)		(Unaudited)
Customer A (A)	$	6,602	$	18,749
Customer B		3,155		4,197
Customer C (B)		669		2,060
Customer D		1,524		853
Customer E		—		—
Customer F (C)		—		—
Customer G (D)		3,161		—
Customer H		5,929		—
Customer I		5,170		—
Other		200		1,094
Total	$	26,410	$	26,953
Related parties	$	10,432	$	20,809
Non-related parties		15,978		6,144
Total	$	26,410	$	26,953

11

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

The provisions for doubtful accounts consist of:

	Six Months Ended
	June 30,		June 30,
	2018		2017
	(Unaudited		(Unaudited)
Customer A (A)	$	—	$	—
Customer B		36		84
Customer C (B)		669		41
Customer D		—		—
Customer E		—		—
Customer F (C)		—		—
Customer G (D)		—		—
Customer H		78		—
Customer I		32		—
Other		2		—
Total	$	817	$	125
Related parties	$	669	$	41
Non-related parties		148		84
Total	$	817	$	125

(A)	Kenneth I. Denos (see Notes 2, 3, and 4 above) has been Secretary of Customer A since 2010 and a director of Customer A since 2008.
(B)	Chene C. Gardner (see Note 2) has been the sole officer and director of Customer C since July 11, 2017.
(C)	Kenneth I. Denos has been the Chairman and Chief Executive Officer of Customer F since September 14, 2015. Chene C. Gardner has been the Chief Financial Officer of Customer F since October 6, 2015.
(D)	Kenneth I. Denos had voting control of Customer G to August 13, 2015.

The compensation and payroll taxes expense in the Statements of Operations for the three and six months ended June 30, 2018 and 2017 were paid to the brother of Kenneth I. Denos.

NOTE 7 - INCOME TAXES

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10.  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  

12

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At June 30, 2018 the Company had net operating loss carryforwards of approximately $421,000 that may be offset against future taxable income. Approximately $385,000 (of the $421,000 net operating loss carryforwards) expire in varying amounts through 2037 and approximately $36,000 does not expire. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to use in the future.

Net deferred tax assets consist of the following components:

	June 30, 2018			December 31, 2017
		(Unaudited)
Deferred tax assets:
NOL Carryover	$	88,481		$	80,837
Allowance for doubtful accounts		3,911			3,740
Valuation allowance		(92,392	)		(84,577	)
Net deferred tax asset	$	—		$	—

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate (21% in 2018; 34% in 2017) to pretax income due to the following:

	Six Months Ended June 30,
	2018			2017
	(Unaudited)			(Unaudited)
Expected tax at statutory rate	$	(7,815	)	$	(5,271	)
Stock-based compensation		—			—
Change in valuation allowance		7,815			5,271
Provision for (benefit from) income taxes	$	—		$	—

For all periods presented, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  For all periods presented, the Company had no accrued interest or penalties.

13

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

June 30, 2018

(Unaudited)

All tax years remain subject to examination by major taxing jurisdictions.

NOTE 8 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at June 30, 2018 of $457,061, has negative working capital, and negative cash flows from operations, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company believes these conditions have resulted from the inherent risks associated with small companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of its products and services at levels sufficient to cover its costs and provide a return for investors, (ii) attract additional capital in order to finance growth, (iii) further develop and successfully market commercial products and services, and (iv) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

We are presently seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business plan.

We expect to rely on equity and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing to increase and develop our business, but we cannot assure you that any such financings will be available or will otherwise be made on terms acceptable to us, or that our present shareholders might suffer substantial dilution as a result. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of Edgar Express, Inc. (hereafter, the “Company,” “we,” “our,” or “us”) should be read in conjunction with the Unaudited Financial Statements and related Notes thereto included herein. This discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. Prospective investors should carefully consider the information set forth herein, and the Company cautions investors that its business and financial performance is subject to substantial risks and uncertainties.

Overview

We were organized in the State of Utah on March 20, 2014 as Acadia Technologies, Inc. The Company’s initial business model included outsourced tech support services in addition to its current suite of regulatory services comprising administrative support, merchant and regulatory filing services to include full service XML, XBRL and HTML compliant EDGAR and XBRL filings. The Company changed its name to Edgar Express, Inc. on September 15, 2016. Regulatory filing services, which comprise the bulk of our revenue at this time, are provided to a limited number of small public companies that are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), or file registration statements or other documents with the SEC pursuant to the Securities Act. Our business office and mailing address is 11650 South State Street, Suite 240, Draper, Utah 84020. Our telephone number is (801) 816-2524. You can find out more about our Company on our website located at www.edgarexpress.com.

General and administrative expenses have been comprised of administrative wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.

Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

Results of Operations

Following is management’s discussion of the relevant items affecting results of operations for the three and six month periods ended June 30, 2018 and 2017.

Revenues. The Company generated net revenues of $13,015 during the three months ended June 30, 2018 compared to $19,149 during the three months ended June 30, 2017. The Company generated net revenues of $26,410 during the six months ended June 30, 2018 compared to $26,953 during the six months ended June 30, 2017. The Company did not expect a change in revenues during the periods presented.

Cost of Sales. Our cost of sales was $-0- during the three and six months ended June 30, 2018 and 2017.

Compensation and payroll taxes. Compensation and payroll taxes were $14,547 during the three months ended June 30, 2018 compared to $14,560 during the three months ended June 30, 2017. Compensation and payroll taxes were $29,135 during the six months ended June 30, 2018 compared to $29,162 during the six months ended June 30, 2017. The Company did not expect a change in compensation and payroll taxes as there have been no recent hires of new employees.

15

Professional Fees. Professional fees were $11,664 during the three months ended June 30, 2018 compared to $1,250 during the three months ended June 30, 2017. Professional fees were $15,602 during the six months ended June 30, 2018 compared to $2,500 during the six months ended June 30, 2017. Professional fees have increased due to the audit and accounting fees associated with the Company filings with the Securities and Exchange Commission.

Rent. Rent expense for both the three months ended June 30, 2018 and 2017 was $1,500. Rent expense for both the six months ended June 30, 2018 and 2017 was $3,000.

Provision for doubtful accounts. Provision for doubtful accounts was $106 for the three months ended June 30, 2018 compared to $125 for the three months ended June 30, 2017. Provision for doubtful accounts was $817 for the six months ended June 30, 2018 compared to $125 for the six months ended June 30, 2017.

Other Operating Expenses. Other operating expenses were $2,467 during the three months ended June 30, 2018 compared to $754 during the three months ended June 30, 2017. Other operating expenses were $2,826 during the six months ended June 30, 2018 compared to $499 during the six months ended June 30, 2017.

Other Income (Expense). The Company had net other expenses of $6,132 during the three months ended June 30, 2018 compared to $6,427 during the three months ended June 30, 2017. The Company had net other expenses of $12,242 during the six months ended June 30, 2018 compared to $12,637 during the six months ended June 30, 2017. Other expenses incurred were comprised of interest expenses related to promissory notes issued by the Company.

Net Loss. The Company had a net loss of $23,401 during the three months ended June 30, 2018 compared to $5,467 during the three months ended June 30, 2017. The Company had a net loss of $37,212 during the six months ended June 30, 2018 compared to $20,970 during the six months ended June 30, 2017.

Liquidity and Capital Resources

As of June 30, 2018, our primary source of liquidity consisted of $1,161 in cash and cash equivalents. We hold our cash reserves in local checking accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

We have sustained significant net losses which have resulted in a total stockholders’ deficit at June 30, 2018 of $414,961 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. We anticipate a net loss for the year ending December 31, 2018 and with the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues combined with continued cost-cutting or a receipt of cash from capital investment, there is substantial doubt as to the Company’s ability to continue operations.

There is presently no agreement in place with any source of financing for the Company and we cannot assure you that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause us to cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

16

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Critical accounting policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. Our accounting policies are described in Note 1 to our audited financial statements for 2017 appearing in our Annual Report on Form 10-K for the year ended December 31, 2017.

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our future financial statements upon adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Evaluation on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.

As of June 30, 2018, the end of our second quarter, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our board of directors has only two members. We do not have a formal audit committee.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

17

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

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

On March 20, 2014, the Company issued 100,000 shares of its common stock to Chene Gardner, our former Chief Executive Officer from March 20, 2014 to June 1, 2015, for services rendered to the Company.

On March 20, 2014, the Company issued 10,000,000 shares of its common stock to Mary Foster, our current Chief Executive Officer for services rendered the Company.

On October 1, 2016, the Company issued 250,000 shares of its common stock to John D. Thomas for legal services rendered to the Company valued at a price of $0.02 per share or $5,000.

On July 1, 2017, the Company issued 100,000 shares of its common stock to Brandon Pehrson for his services as an independent Director of the Company valued at a price of $0.02 per share or $2,000.

On July 13, 2017, the Company issued 50,000 shares of its common stock to 2 individuals at a price of $0.02 per share or an aggregate of $1,000.

On July 14, 2017, the Company issued 375,000 shares of its common stock to 11 individuals at a price of $0.02 per share or an aggregate of $7,500.

On July 16, 2017, the Company issued 25,000 shares of its common stock to an individual at a price of $0.02 per share or $500.

On July 17, 2017, the Company issued 250,000 shares of its common stock to 5 individuals at a price of $0.02 per share or an aggregate of $5,000.

On July 18, 2017, the Company issued 150,000 shares of its common stock to 4 individuals at a price of $0.02 per share or an aggregate of $3,000.

On July 19, 2017, the Company issued 100,000 shares of its common stock to 2 individuals at a price of $0.02 per share or an aggregate of $2,000.

 

On July 20, 2017, the Company issued 100,000 shares of its common stock to 2 individuals at a price of $0.02 per share or an aggregate of $2,000.

On July 26, 2017, the Company issued 50,000 shares of its common stock to an individual at a price of $0.02 per share or $1,000.

On July 27, 2017, the Company issued 50,000 shares of its common stock to an individual at a price of $0.02 per share or $1,000.

On July 28, 2017, the Company issued 100,000 shares of its common stock to 3 individuals at a price of $0.02 per share or an aggregate of $2,000.

With respect to the transactions noted above. Each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The following documents are filed as exhibits to this Form 10-Q:

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation (1)
3.2	Amended and Restated Bylaws (1)
14.1	Code of Ethics for the Registrant (1)
31	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Mary Foster.
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Mary Foster.

(1) - filed with Form S-1 October 5, 2017

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EDGAR EXPRESS, INC.
Date: August __, 2018	BY: /s/ Mary Foster__________________
	Mary Foster
	Chief Executive Officer

20

EX-31

Exhibit 31

Certification of Chief Executive Officer and Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mary Foster, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2018 of Edgar Express, Inc.;

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. As the registrant's sole certifying officer, 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

1. 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;

2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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;

3. 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

4. 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;

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

1. 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

2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August __, 2018

By: /s/ Mary Foster

Mary Foster

Chief Executive Officer

and Principal Financial Officer

EX-32

Exhibit 32

Certification of Chief Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Mary Foster, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report on Form 10-Q for the quarterly period ended June 30, 2018 of Edgar Express, Inc. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Edgar Express, Inc.

Date: August __, 2018

By: /s/ Mary Foster

Mary Foster

Chief Executive Officer

and Principal Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 02, 2018
Document And Entity Information
Entity Registrant Name	Edgar Express, Inc.
Entity Central Index Key	0001712543
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,700,000
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2

XML

Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 1,161	$ 4,397
Accounts receivable	16,434	12,148
Total Current Assets	17,595	16,545
TOTAL ASSETS	17,595	16,545
CURRENT LIABILITIES
Accounts payable and accrued liabilities	80,347	60,373
Loans payable	44,838	26,550
Notes payable	307,371	307,371
Total Current Liabilities	432,556	394,294
TOTAL LIABILITIES	432,556	394,294
STOCKHOLDERS' DEFICIT
Preferred stock	0	0
Common stock	11,700	11,700
Additional paid-in capital	30,400	30,400
Accumulated deficit	(457,061)	(419,849)
Total Stockholders' Deficit	(414,961)	(377,749)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 17,595	$ 16,545

XML

Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 18,625	$ 17,808
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common Stock, shares issued	11,700,000	11,700,000
Common Stock, shares outstanding	11,700,000	11,700,000

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
SERVICE REVENUES	$ 13,015	$ 19,149	$ 26,410	$ 26,953
OPERATING EXPENSES
Compensation and payroll taxes	14,547	14,560	29,135	29,162
Professional fees	11,664	1,250	15,602	2,500
Rent	1,500	1,500	3,000	3,000
Provision for doubtful accounts	106	125	817	125
Other operating expenses	2,467	754	2,826	499
Total Operating Expenses	30,284	18,189	51,380	35,286
INCOME (LOSS) FROM OPERATIONS	(17,269)	960	(24,970)	(8,333)
OTHER INCOME (EXPENSES)
Interest expense	(6,132)	(6,427)	(12,242)	(12,637)
Total Other Income (Expenses)	(6,132)	(6,427)	(12,242)	(12,637)
NET LOSS	$ (23,401)	$ (5,467)	$ (37,212)	$ (20,970)
Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average common share outstanding - basic and diluted	11,700,000	10,350,000	11,700,000	10,350,000

XML

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (37,212)	$ (20,970)
Adjustments to reconcile net loss to net cash used by operating activities:
Provision for doubtful accounts	817	125
Changes in operating assets and liabilities:
Accounts receivable	(5,103)	(8,404)
Accounts payable and accrued liabilities	19,974	17,790
Net Cash Used by Operating Activities	(21,524)	(11,459)
CASH FLOWS FROM INVESTING ACTIVITIES:	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from loans payable	18,288	23,750
Net Cash Provided by Financing Activities	18,288	23,750
NET INCREASE (DECREASE) IN CASH	(3,236)	12,291
CASH, BEGINNING OF PERIOD	4,397	138
CASH, END OF PERIOD	1,161	12,429
Cash Payments For:
Interest	48	274
Taxes	0	0
Non-cash Financing Activity:
Issuance of 8% demand promissory notes to entities in settlement of non-interest bearing loans payable effective January 1, 2017	$ 0	$ 313,371

XML

Statements of Cash Flows (Parenthetical)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Statement of Cash Flows [Abstract]
Promissory note interest rate	8.00%	8.00%

XML

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

a. Organization and Description of Business

The Company was organized in the State of Utah on July 11, 2007 and reincorporated on March 20, 2014. The Company is a full XML, XBRL and HTML compliant EDGAR and XBRL filing company. The Company provides these filing services to a limited number of small public companies that are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), or file registration statements or other documents with the SEC pursuant to the Securities Act. The Company utilizes third-party software to render word-processed documents, spreadsheets, and other items in a format acceptable to the SEC’s EDGAR system. In addition, the Company is able to modify Securities Act filings and Exchange Act reports in XBRL format to assist its customers in complying with the SEC’s XBRL requirements applicable to certain filings and reports.

b. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year end.

c. Interim Financial Statements

The interim financial statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the six months ended June 30, 2018 are not necessarily indicative of results that may be expected for the year ending December 31, 2018.

d. Cash and Cash Equivalents

Cash Equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

e. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

f. Accounts Receivable, Net of Allowance for Doubtful Accounts

The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer financial condition, collection history and the aging of the related accounts receivable. A significant number of the Company’s customers are affiliated entities with a history of operating losses and limited cash flow. In addition, certain individuals affiliated with the Company have a history of facilitating the sale of the ownership control in those affiliated customer entities, at which time proceeds from the sale of the ownership control in the entity provides funds for the Company to collect past due receivables from services (See Note 6).

g. Revenue Recognition

Revenue from services is recognized upon completion of respective customer filings with the SEC. Revenue is not recognized unless all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery of services has occurred.

h. Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for all periods presented was $-0-.

i. Basic and Diluted Net Loss Per Share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock issued and outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

j. Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

k. Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

l. Financial Instruments

The Company follows FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:

- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

- Level 3 inputs to valuation methodology are unobservable and significant to the fair value measurement.

The carrying amounts reported in the balance sheets for cash, accounts receivable, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

XML

NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:
	June 30,		December 31,
	2018		2017
	((Unaudited)
Chene C. Gardner & Associates, Inc.	$	17,500	$	15,000
Rent		19,500		16,500
Accrued interest payable on notes payable		36,971		24,777
Payroll taxes		960		866
Other		5,416		3,230
Total	$	80,347	$	60,373

Chene C. Gardner & Associates, Inc. is controlled by Chene Gardner, Founder and Chief Executive Officer of the Company from March 20, 2014 to June 1, 2015. Chene C. Gardner & Associates, Inc. has provided accounting services to the Company for accrued compensation of $1,250 per quarter commencing January 1, 2015 (reflected in the Statements of Operations within professional fees expense).

The rent is due Acadia Properties, LLC pursuant to a Sublease Agreement dated January 1, 2015. The term of the agreement is month to month and provides for rent of $500 per month. Acadia Properties, LLC is controlled by Kenneth I. Denos (See Notes 3, 4 and 6).

XML

NOTE 3 - LOANS PAYABLE

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

NOTE 3 - LOANS PAYABLE

NOTE 3 - LOANS PAYABLE

Loans payable consist of the following:
	June 30,		December 31,
	2018		2017
		(Unaudited)
Kenneth I. Denos P.C.	$	37,450	$	26,150
Acadia Group, Inc.		6,400		400
Other		988		—
Total	$	44,838	$	26,550

The loans payable to Kenneth I. Denos P.C. and Acadia Group, Inc. are non-interest bearing and are due on demand. Kenneth I. Denos P.C. and Acadia Group, Inc. are controlled by Kenneth I. Denos (See notes 4 and 6).

XML

NOTE 4 - NOTES PAYABLE

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

NOTE 4 - NOTES PAYABLE

NOTE 4 - NOTES PAYABLE

Notes payable consist of the following: 

	June 30, 2018		December 31, 2017
	(Unaudited)
Kenneth I. Denos, P.C., interest at 8%, due on demand	$	265,251	$	265,251
Acadia Group, Inc., interest at 8%, due on demand		38,700		38,700
Acadia Properties, LLC, interest at 8%, due on demand		3,420		3,420
Total	$	307,371	$	307,371

XML

NOTE 5 - COMMON STOCK TRANSACTIONS

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

NOTE 5 - COMMON STOCK TRANSACTIONS

NOTE 5 - COMMON STOCK TRANSACTIONS

On March 20, 2014, the Company issued 10,100,000 restricted shares of common stock to Mary Foster, Chief Executive Officer of the Company (10,000,000 shares) and Chene Gardner, former Chief Executive Officer of the Company (100,000 shares) for services rendered. The shares were valued at $10,100 and charged to Company operations at that date.

On October 1, 2016, the Company issued 250,000 restricted shares of common stock for legal services rendered to the Company. The $5,000 fair value ($0.02 per share) of the 250,000 shares of common stock was expensed as professional fees in the three months ended December 31, 2016.

On July 1, 2017, the Company issued 100,000 shares of common stock to Brandon Pehrson for his services as an independent Director of the Company. The $2,000 fair value ($0.02 per share) of the 100,000 shares of common stock was expensed as other operating expenses in the three months ended September 30, 2017.

From July 13, 2017 to July 28, 2017, the Company sold a total of 1,250,000 restricted shares of common stock to 32 investors at $0.02 per share for total cash consideration of $25,000.

XML

NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS

NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS

Accounts receivable, net, consists of:

	June 30,		December 31,
	2018		2017
	(Unaudited)
Customer A (A)	$	1,755	$	1,269
Customer B		1,741		4,495
Customer C (B)		—		—
Customer D		786		2,916
Customer E		1,050		1,050
Customer F (C)		—		—
Customer G (D)		3,489		328
Customer H		4,869		1,018
Customer I		1,574		—
Other		1,170		1,072
Total	$	16,434	$	12,148
Related parties	$	5,244	$	1,597
Non-related parties		11,190		10,551
Total	$	16,434	$	12,148

Service revenues consist of:

	Six Months Ended
	June 30,		June 30,
	2018		2017
	(Unaudited)		(Unaudited)
Customer A (A)	$	6,602	$	18,749
Customer B		3,155		4,197
Customer C (B)		669		2,060
Customer D		1,524		853
Customer E		—		—
Customer F (C)		—		—
Customer G (D)		3,161		—
Customer H		5,929		—
Customer I		5,170		—
Other		200		1,094
Total	$	26,410	$	26,953
Related parties	$	10,432	$	20,809
Non-related parties		15,978		6,144
Total	$	26,410	$	26,953

The provisions for doubtful accounts consist of:

	Six Months Ended
	June 30,		June 30,
	2018		2017
	(Unaudited		(Unaudited)
Customer A (A)	$	—	$	—
Customer B		36		84
Customer C (B)		669		41
Customer D		—		—
Customer E		—		—
Customer F (C)		—		—
Customer G (D)		—		—
Customer H		78		—
Customer I		32		—
Other		2		—
Total	$	817	$	125
Related parties	$	669	$	41
Non-related parties		148		84
Total	$	817	$	125

(A)	Kenneth I. Denos (see Notes 2, 3, and 4 above) has been Secretary of Customer A since 2010 and a director of Customer A since 2008.
(B)	Chene C. Gardner (see Note 2) has been the sole officer and director of Customer C since July 11, 2017.
(C)	Kenneth I. Denos has been the Chairman and Chief Executive Officer of Customer F since September 14, 2015. Chene C. Gardner has been the Chief Financial Officer of Customer F since October 6, 2015.
(D)	Kenneth I. Denos had voting control of Customer G to August 13, 2015.

The compensation and payroll taxes expense in the Statements of Operations for the three and six months ended June 30, 2018 and 2017 were paid to the brother of Kenneth I. Denos.

XML

NOTE 7 - INCOME TAXES

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

NOTE 7 - INCOME TAXES

NOTE 7 - INCOME TAXES

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10.  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At June 30, 2018 the Company had net operating loss carryforwards of approximately $421,000 that may be offset against future taxable income. Approximately $385,000 (of the $421,000 net operating loss carryforwards) expire in varying amounts through 2037 and approximately $36,000 does not expire. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to use in the future.

Net deferred tax assets consist of the following components:

	June 30, 2018			December 31, 2017
		(Unaudited)
Deferred tax assets:
NOL Carryover	$	88,481		$	80,837
Allowance for doubtful accounts		3,911			3,740
Valuation allowance		(92,392	)		(84,577	)
Net deferred tax asset	$	—		$	—

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate (21% in 2018; 34% in 2017) to pretax income due to the following:

	Six Months Ended June 30,
	2018			2017
	(Unaudited)			(Unaudited)
Expected tax at statutory rate	$	(7,815	)	$	(5,271	)
Stock-based compensation		—			—
Change in valuation allowance		7,815			5,271
Provision for (benefit from) income taxes	$	—		$	—

For all periods presented, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  For all periods presented, the Company had no accrued interest or penalties.

All tax years remain subject to examination by major taxing jurisdictions.

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NOTE 8 - GOING CONCERN

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 8 - GOING CONCERN

NOTE 8 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at June 30, 2018 of $457,061, has negative working capital, and negative cash flows from operations, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company believes these conditions have resulted from the inherent risks associated with small companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of its products and services at levels sufficient to cover its costs and provide a return for investors, (ii) attract additional capital in order to finance growth, (iii) further develop and successfully market commercial products and services, and (iv) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

We are presently seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business plan.

We expect to rely on equity and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing to increase and develop our business, but we cannot assure you that any such financings will be available or will otherwise be made on terms acceptable to us, or that our present shareholders might suffer substantial dilution as a result. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Organization and Description of Business

a. Organization and Description of Business

The Company was organized in the State of Utah on July 11, 2007 and reincorporated on March 20, 2014. The Company is a full XML, XBRL and HTML compliant EDGAR and XBRL filing company. The Company provides these filing services to a limited number of small public companies that are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), or file registration statements or other documents with the SEC pursuant to the Securities Act. The Company utilizes third-party software to render word-processed documents, spreadsheets, and other items in a format acceptable to the SEC’s EDGAR system. In addition, the Company is able to modify Securities Act filings and Exchange Act reports in XBRL format to assist its customers in complying with the SEC’s XBRL requirements applicable to certain filings and reports.

Accounting Method

b. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year end.

Interim Financial Statements

c. Interim Financial Statements

The interim financial statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the six months ended June 30, 2018 are not necessarily indicative of results that may be expected for the year ending December 31, 2018.

Cash and Cash Equivalents

d. Cash and Cash Equivalents

Cash Equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

Estimates

e. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Accounts Receivable, Net of Allowance for Doubtful Accounts

f. Accounts Receivable, Net of Allowance for Doubtful Accounts

The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer financial condition, collection history and the aging of the related accounts receivable. A significant number of the Company’s customers are affiliated entities with a history of operating losses and limited cash flow. In addition, certain individuals affiliated with the Company have a history of facilitating the sale of the ownership control in those affiliated customer entities, at which time proceeds from the sale of the ownership control in the entity provides funds for the Company to collect past due receivables from services (See Note 6).

Revenue Recognition

g. Revenue Recognition

Revenue from services is recognized upon completion of respective customer filings with the SEC. Revenue is not recognized unless all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery of services has occurred.

Advertising

h. Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for all periods presented was $-0-.

Basic and Diluted Net Loss Per Share

i. Basic and Diluted Net Loss Per Share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock issued and outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Income Taxes

j. Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Recent Accounting Pronouncements

k. Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

Financial Instruments

l. Financial Instruments

The Company follows FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:

- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

- Level 3 inputs to valuation methodology are unobservable and significant to the fair value measurement.

The carrying amounts reported in the balance sheets for cash, accounts receivable, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

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NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2018

Payables and Accruals [Abstract]

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consist of the following:
	June 30,		December 31,
	2018		2017
	((Unaudited)
Chene C. Gardner & Associates, Inc.	$	17,500	$	15,000
Rent		19,500		16,500
Accrued interest payable on notes payable		36,971		24,777
Payroll taxes		960		866
Other		5,416		3,230
Total	$	80,347	$	60,373

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NOTE 3 - LOANS PAYABLE (Tables)

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Loans payable

Loans payable consist of the following:
	June 30,		December 31,
	2018		2017
		(Unaudited)
Kenneth I. Denos P.C.	$	37,450	$	26,150
Acadia Group, Inc.		6,400		400
Other		988		—
Total	$	44,838	$	26,550

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NOTE 4 - NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Notes payable

	June 30, 2018		December 31, 2017
	(Unaudited)
Kenneth I. Denos, P.C., interest at 8%, due on demand	$	265,251	$	265,251
Acadia Group, Inc., interest at 8%, due on demand		38,700		38,700
Acadia Properties, LLC, interest at 8%, due on demand		3,420		3,420
Total	$	307,371	$	307,371

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NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Accounts receivable, net

	June 30,		December 31,
	2018		2017
	(Unaudited)
Customer A (A)	$	1,755	$	1,269
Customer B		1,741		4,495
Customer C (B)		—		—
Customer D		786		2,916
Customer E		1,050		1,050
Customer F (C)		—		—
Customer G (D)		3,489		328
Customer H		4,869		1,018
Customer I		1,574		—
Other		1,170		1,072
Total	$	16,434	$	12,148
Related parties	$	5,244	$	1,597
Non-related parties		11,190		10,551
Total	$	16,434	$	12,148

Service revenues

	Six Months Ended
	June 30,		June 30,
	2018		2017
	(Unaudited)		(Unaudited)
Customer A (A)	$	6,602	$	18,749
Customer B		3,155		4,197
Customer C (B)		669		2,060
Customer D		1,524		853
Customer E		—		—
Customer F (C)		—		—
Customer G (D)		3,161		—
Customer H		5,929		—
Customer I		5,170		—
Other		200		1,094
Total	$	26,410	$	26,953
Related parties	$	10,432	$	20,809
Non-related parties		15,978		6,144
Total	$	26,410	$	26,953

Provisions for doubtful accounts

	Six Months Ended
	June 30,		June 30,
	2018		2017
	(Unaudited		(Unaudited)
Customer A (A)	$	—	$	—
Customer B		36		84
Customer C (B)		669		41
Customer D		—		—
Customer E		—		—
Customer F (C)		—		—
Customer G (D)		—		—
Customer H		78		—
Customer I		32		—
Other		2		—
Total	$	817	$	125
Related parties	$	669	$	41
Non-related parties		148		84
Total	$	817	$	125

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NOTE 7 - INCOME TAXES (Tables)

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Net deferred tax assets

	June 30, 2018			December 31, 2017
		(Unaudited)
Deferred tax assets:
NOL Carryover	$	88,481		$	80,837
Allowance for doubtful accounts		3,911			3,740
Valuation allowance		(92,392	)		(84,577	)
Net deferred tax asset	$	—		$	—

Provision for (benefit from) income taxes

	Six Months Ended June 30,
	2018			2017
	(Unaudited)			(Unaudited)
Expected tax at statutory rate	$	(7,815	)	$	(5,271	)
Stock-based compensation		—			—
Change in valuation allowance		7,815			5,271
Provision for (benefit from) income taxes	$	—		$	—

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NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Accounts payable and accrued liabilities (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Accounts payable and accrued liabilities consist of the following:
Chene C. Gardner & Associates, Inc.	$ 17,500	$ 15,000
Rent	19,500	16,500
Accrued interest payable on notes payable	36,971	24,777
Payroll taxes	960	866
Other	5,416	3,230
Total	$ 80,347	$ 60,373

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NOTE 3 - LOANS PAYABLE - Loans payable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Total loans payable	$ 44,838	$ 26,550
Kenneth I. Denos P.C.
Loans payable	37,450	26,150
Acadia Group, Inc.
Loans payable	6,400	400
Other
Loans payable	$ 988	$ 0

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NOTE 4 - NOTES PAYABLE - Notes payable (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Notes payable	$ 307,371	$ 307,371
Total notes payable	307,371	307,371
Kenneth I. Denos, P.C.
Notes payable	265,251	265,251
Acadia Group, Inc.
Notes payable	38,700	38,700
Acadia Properties, LLC
Notes payable	$ 3,420	$ 3,420

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NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS - Accounts receivable, net (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Total accounts receivable, net	$ 16,434	$ 12,148
Customer A
Accounts receivable, net	1,755	1,269
Customer B
Accounts receivable, net	1,741	4,495
Customer C
Accounts receivable, net	0	0
Customer D
Accounts receivable, net	786	2,916
Customer E
Accounts receivable, net	1,050	1,050
Customer F
Accounts receivable, net	0	0
Customer G
Accounts receivable, net	3,489	328
Customer H
Accounts receivable, net	4,869	1,018
Customer I
Accounts receivable, net	1,574	0
Other
Accounts receivable, net	$ 1,170	$ 1,072

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NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS - Service revenues (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Service revenues	$ 13,015	$ 19,149	$ 26,410	$ 26,953
Total service revenues	$ 13,015	$ 19,149	26,410	26,953
Customer A
Service revenues			6,602	18,749
Total service revenues			6,602	18,749
Customer B
Service revenues			3,155	4,197
Total service revenues			3,155	4,197
Customer C
Service revenues			669	2,060
Total service revenues			669	2,060
Customer D
Service revenues			1,524	853
Total service revenues			1,524	853
Customer E
Service revenues			0	0
Total service revenues			0	0
Customer F
Service revenues			0	0
Total service revenues			0	0
Customer G
Service revenues			3,161	0
Total service revenues			3,161	0
Customer H
Service revenues			5,929	0
Total service revenues			5,929	0
Customer I
Service revenues			5,170	0
Total service revenues			5,170	0
Other
Service revenues			200	1,094
Total service revenues			$ 200	$ 1,094

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NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS - Provisions for doubtful accounts (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Doubtful accounts	$ 106	$ 125	$ 817	$ 125
Customer A
Doubtful accounts			0	0
Customer B
Doubtful accounts			36	84
Customer C
Doubtful accounts			669	41
Customer D
Doubtful accounts			0	0
Customer E
Doubtful accounts			0	0
Customer F
Doubtful accounts			0	0
Customer G
Doubtful accounts			0	0
Customer H
Doubtful accounts			78	0
Customer I
Doubtful accounts			32	0
Other
Doubtful accounts			$ 2	$ 0

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NOTE 7 - INCOME TAXES - Net deferred tax assets (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
NOL Carryover	$ 421,000
Allowance for doubtful accounts	18,625	$ 17,808
Deferred tax assets
NOL Carryover	88,481	80,837
Allowance for doubtful accounts	3,911	3,740
Net deferred tax asset	0	0
Deferred tax assets
Valuation allowance	$ (92,392)	$ (84,577)

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NOTE 7 - INCOME TAXES - Provision for (benefit from) income taxes (Details) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Expected tax at statutory rate	$ (7,815)	$ (5,271)
Stock-based compensation	0	0
Change in valuation allowance	7,815	5,271
Provision for (benefit from) income taxes	$ 0	$ 0

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NOTE 5 - COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Common stock issued for service, value per share	$ 0.001	$ 0.001
Stock issued March 20, 2014
Common stock issued for services, shares	10,100,000
Common stock issued for services, value	$ 10,100
Stock issued October 1, 2016
Common stock issued for services, shares	250,000
Common stock issued for services, value	$ 5,000
Common stock issued for service, value per share	$ 0.02
Stock issued July 1, 2017
Common stock issued for services, shares	100,000
Common stock issued for services, value	$ 2,000
Common stock issued for service, value per share	$ 0.02
Stock sold July 13, 2017 to July 28, 2017
Common stock issued for service, value per share	$ 0.02
Common stock sold to investors, shares	$ 1,250,000
Common stock sold to investors, value	$ 25,000

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NOTE 7 - INCOME TAXES (Details Narrative)	Jun. 30, 2018 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 421,000

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NOTE 8 - GOING CONCERN (Details Narrative)	Jun. 30, 2018 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 457,061