Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 20, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GreenBox POS, LLC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 158,890,363 | |
Amendment Flag | false | |
Entity Central Index Key | 1,419,275 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Note receivable from affiliated company – in anticipation of merger | $ 250,000 | $ 0 |
Interest receivable from affiliated company | 2,731 | 0 |
Current assets of discontinued operations | 0 | 111,163 |
Total current assets | 252,731 | 111,163 |
Furniture and equipment of discontinued operations, net | 0 | 78,763 |
Total Assets | 252,731 | 189,926 |
Current Liabilities | ||
Accrued interest payable | 3,812 | 0 |
Convertible note payable, net of unamortized discount of $115,704 and $0 and unamortized loan origination costs of $3,523 and $0 at September 30, 2018 and December 31, 2018, respectively | 134,748 | 0 |
Current Liabilities of Discontinued Operations | 259,717 | 685,751 |
Total current liabilities | 398,277 | 685,751 |
Long-Term Liabilities | ||
Long-term liabilities of discontinued operations | 0 | 28,560 |
Total Liabilities | 398,277 | 714,311 |
Stockholders’ Deficit | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized; zero shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 495,000,000 shares authorized, 158,890,363 and 14,445,363 shares issued and outstanding at September 30, 2018 and December 31, 2017 | 158,890 | 14,445 |
Additional paid in capital | 4,867,314 | (902,272) |
Retained earnings | (5,171,750) | 363,442 |
Total Stockholders’ Deficit | (145,546) | (524,385) |
Total Liabilities and Stockholders’ Deficit | $ 252,731 | $ 189,926 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible note payable, unamortized discount (in Dollars) | $ 115,704 | |
Convertible note payable,unamortized loan origination costs (in Dollars) | $ 3,523 | |
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 | 495,000,000 | 495,000,000 |
Common stock, shares issued | 158,890,363 | 14,445,363 |
Common stock, shares outstanding | 158,890,363 | 14,445,363 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses | $ 0 | $ 0 | $ 0 | $ 0 |
Interest income | 2,731 | 0 | 2,731 | 0 |
Interest expense (including amortization of debt discount of $20,527 and $20,527 respectively | (24,791) | 0 | (24,791) | 0 |
Income before income taxes | (22,060) | 0 | (22,060) | 0 |
Net (loss) income from discontinued operations, net of income taxes | 0 | 22,155 | (5,573,082) | 55,913 |
Net income (loss) | $ (22,060) | $ 22,155 | $ (5,595,142) | $ 55,913 |
Net income (loss) per basic and diluted common share | ||||
Continuing operations (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Discontinued operations (in Dollars per share) | 0 | 0 | (0.05) | 0 |
(in Dollars per share) | $ 0 | $ 0 | $ (0.05) | $ 0 |
Basic and diluted (in Shares) | 158,890,363 | 14,445,363 | 104,921,901 | 14,445,363 |
CONDENSED STATEMENTS OF OPERA_2
CONDENSED STATEMENTS OF OPERATIONS (Parentheticals) - USD ($) | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Interest expense, amortization of debt discount | $ 0 | $ 20,527 | $ 20,527 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Sep. 30, 2018 | |
Operating Activities: | ||
Net Income (loss) from continuing operations | $ 0 | $ (22,060) |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Accretion of discount on convertible note payable | 0 | 20,527 |
Amortization of debt issuance costs included in interest expense | 0 | 452 |
Changes in operating assets and liabilities | ||
Interest receivable from affiliated company | 0 | (2,731) |
Accrued interest payable | 0 | 3,812 |
Net cash provided by (used in) operating activities - continuing operations | 0 | 0 |
Net cash provided by (used in) operating activities - discontinued operations | 194,177 | 92,464 |
Net cash provided by operating activities | 194,177 | 92,464 |
Investing Activities: | ||
Payment for note receivable in anticipation of merger | 0 | (250,000) |
Net cash provided by (used in) investing activities - continuing operations | 0 | (250,000) |
Net cash provided by (used in) investing activities - discontinued operations | 2,093 | (77,492) |
Net cash provided by (used in) investing activities | 2,093 | (327,492) |
Financing Activities: | ||
Proceeds from borrowings on convertible note payable | 0 | 253,000 |
Payments of loan origination fees | 0 | (3,000) |
Net cash provided by (used in) financing activities – continuing operations | 0 | 250,000 |
Net cash provided by (used in) financing activities – discontinued operations | (191,449) | (14,972) |
Net cash provided by (used in) financing activities | (191,449) | 235,028 |
Net increase (decrease) in cash | 4,821 | |
Cash, beginning of period | 32,761 | 0 |
Cash, end of period | 37,582 | 0 |
Cash paid during the period | ||
Interest | 751 | 0 |
Income taxes | 800 | 0 |
Non-cash investing and financing activities | ||
Discount on convertible debt | 0 | 136,231 |
Vehicle purchased through auto loan | 22,789 | 0 |
Conversion of Line of credit, officers to shares of common stock | $ 0 | $ 144,445 |
NOTE 1 - SUMMARY OF SIGNIFICANT
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION GreenBox POS LLC (“GreenBox” or the “Company”) was originally incorporated on April 10, 2007 under the laws of the State of Nevada as ASAP Expo, Inc. Prior to July 2011, the investment banking services division was the core business of ASAP Expo. ASAP Expo helped small and medium sized businesses raise funds and promote business through capital markets. In July 2011, ASAP Expo transitioned its core business to providing real estate advisory services from investment banking advisory services for Chinese companies and high net worth individuals. On March 23, 2018, Frank Yuan, the controlling shareholder of ASAP Expo, Inc., entered into a stock purchase agreement whereby it sold 144,445,000 shares of ASAP Expo Inc.’s common stock to GreenBox POS LLC, a Washington limited liability company, representing 90% of ASAP Expo, Inc.’s issued and outstanding common stock. Pursuant to this transaction, on April 12, 2018, ASAP Expo, Inc. entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc. in consideration of assumption of the entirety of its liabilities, and ceased any and all business operations. The transaction contemplated in the March 23 rd BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Unaudited Interim Financial Information These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018. The balance sheets and certain comparative information as of December 31, 2017 are derived from the audited financial statements and related notes for the year ended December 31, 2017 (“2017 Annual Financial Statements”), included in the Company’s 2017 Annual Report on Form 10-K. These unaudited interim condensed financial statements should be read in conjunction with the 2017 Annual Financial Statements. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has cash equivalents of $0 and $0 as of September 30, 2018 and December 31, 2017, respectively. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist of accrued liabilities, notes receivable and amounts and due from an affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures 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 the valuation methodology are unobservable and significant to the fair value measurement. CONVERTIBLE PROMISSORY NOTE The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP 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. GOING CONCERN As of September 30, 2018, the Company had no cash and a negative working capital of $145,546. As of September 30, 2018, the Company has not yet generated any revenues, and has incurred cumulative net losses of $5,595,142. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. REVENUE RECOGNITION Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, As of September 30, 2018, the Company has not generated any revenues from continuing operations. INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. EARNINGS PER SHARE A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. RECENT ACCOUNTING PRONOUNCEMENTS In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for nonpublic business entities fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, which provides clarity and guidance around which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. The adoption of this guidance will have no impact on our financial statements as the Company currently does not offer share-based payment. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 2 - DISCONTINUED OPERATION
NOTE 2 - DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 2 – DISCONTINUED OPERATIONS On April 12, 2018, ASAP Property Holdings Inc. (“Holdings”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company, to acquire all the assets and all liabilities of the Company (the “Acquired Assets”). On April 12, 2018, the Company completed the sale of its Acquired Assets in an asset purchase transaction (the “Transaction”) pursuant to the terms and conditions of the Purchase Agreement. As a result of the consummation of the Purchase Agreement, on April 12, 2018, in consideration for the Acquired Assets, Holdings paid the Company $0 in cash and assumed $234,605 of liabilities in excess of assets. The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows: Cash $ 77,292 Petty Cash 200 Other Receivables 30,790 Accounts Receivable from Affiliates 156,312 Fixed Assets - Accounts Payable (218,195 ) Payroll & Payroll Tax (68,801 ) Accrued Expenses (91,224 ) Accrued Interest – Solar Equipment (262 ) Other Accrued Interest (35,432 ) Auto Loan (4,034 ) Promissory Note (54,048 ) Auto Loan (14,905 ) Equipment Loan – Solar Equipment (12,298 ) Total $ (234,605 ) Losses from discontinued operations during the three and nine months ended September 30, 2018 are $0 and $5,573,082 respectively. Holdings agreed to assume responsibility for and fulfill the tax obligations of the Company. Holdings agrees to indemnify and hold harmless the Company for any liability, costs, and/or fees incurred due to Holdings’ failure to fulfill such obligations. Accrued income taxes of $259,717 are recorded as Income tax of discontinued operations payable on the balance sheets. The Transaction has resulted in the removal of all operations from the original Company. Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations related to the operations that were removed as a result of the Transaction with Holdings that are disclosed in Statements of Operations for the three and nine months ended September 30, 2018 and 2017. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues Consulting fees $ - $ 288,160 $ 428,334 $ 1,117,960 Management Fee - 18,000 255,161 61,200 Total revenues - 306,160 683,495 1,179,160 Cost of Sales Consulting expense - 42,400 120,500 436,100 Total cost of sales - 42,400 120,500 436,100 Gross Profit - 263,760 562,995 743,060 Operating expenses: General and administrative - 212,255 422,929 604,797 Total operating expenses - 212,255 422,929 604,797 Income from discontinued operations - 51,505 140,066 138,263 Other Income (Expense) Net gain on asset purchase agreement - - 159,848 - Gain on sale of fixed assets - - ̶ 5,277 Loss on settlement of debt - - (5,633,355 ) - Interest expense - (7,407 ) (3,695 ) (26,737 ) Total other income (expense, net) - (7,407 ) (5,477,202 ) (21,460 ) Income before income taxes - 44,098 (5,337,136 ) 116,803 Income taxes provision - 21,943 235,946 60,890 Net (loss) Income from Discontinued Operations $ - $ 22,155 $ (5,573,082 ) $ 55,913 The following table summarizes the operating and investing cash flows of discontinued operations related to the operations that were removed as a result of the Transaction with Holdings for the nine months ended September 30, 2018 and 2017. Nine Months Ended September 30, 2018 2017 Operating Activities: Net Income (loss) from discontinued operations $ (5,573,082 ) $ 55,913 Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: Depreciation expense 4,004 8,085 Gain on sale of fixed assets - (5,277 ) Assets distributed in asset purchase agreement, net (159,848 ) - Loss on settlement of debt 5,633,355 - Changes in operating assets and liabilities Accounts receivable - - Due from affiliates (135,431 ) - Prepaid expenses and other current assets (30,790 ) - Accounts payable and accrued expenses 28,991 75,366 Income tax payable 234,983 60,090 Net cash provided by (used in) operating activities 2,182 194,177 Investing Activities: Cash disbursed in conjunction with asset purchase agreement (77,492 ) - Acquisitions of furniture and equipment - (7,240 ) Payment from affiliated company - 9,333 Net cash used in investing activities (77,492 ) 2,093 Financing Activities: Payments on auto loan (1,324 ) (2,766 ) Bank overdraft - Proceeds from borrowings on note payable from officers - 324,508 Repayments of borrowings on note payable form officers (13,648 ) (513,191 ) Net cash provided by (used in) financing activities (14,972 ) (191,449 ) Net increase (decrease) in cash (90,282 ) 4,821 Cash, beginning of period 90,282 32,761 Cash, end of period $ - $ 37,582 Supplemental disclosures of cash flow information: Cash paid during the period Interest $ - $ 751 Income taxes $ - $ 800 Non-cash investing and financing activities Vehicle purchased through auto loan $ - $ 22,789 Conversion of Line of credit, officers to shares of common stock $ 144,445 $ - |
NOTE 3 - FIXED ASSETS
NOTE 3 - FIXED ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 – FIXED ASSETS Equipment consists of the following: September 30, December 31, 2018 2017 Fixed assets of discontinued operations, net $ - $ 78,763 - 78,763 Less: Accumulated Depreciation - - $ - 78,763 |
NOTE 4 - RELATED PARTY TRANSACT
NOTE 4 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 4 – RELATED PARTY TRANSACTIONS At September 30, 2018 and December 31, 2017, GreenBox was owed $250,000 and $20,881 from affiliated companies in which GreenBox’s officers are also owners and officers. The Company had a revolving line of credit totaling $1,800,000 with Frank Yuan, CEO and Jerome Yuan, his son. The line of credit bore interest at 6% per annum and was due upon demand, as amended. On December 31, 2014, the convertible note was amended to waive the right of conversion and was to be used as a line of credit. On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares. During the nine months ended September 30, 2018 and 2017, the Company incurred interest expense totaling $3,333 and $25,964 in connection with the Line. The balance of the credit line as of September 30, 2018 was $0 and the accrued interest on the line of credit was $0. The balance of the credit line as of December 31, 2017 was $212,140 and the accrued interest was $32,100. The son of the Company’s officer (“Son”) received salary from the Company for work performed. During nine months ended September 30, 2018 and 2017, the Son received salary of $0 and $120,000, respectively. On April 12, 2018, the Company entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc., an affiliated entity owned and operated by Frank Yuan, in consideration of assumption of the entirety of its liabilities. On August 7, 2018, in anticipation of a merger, the Company entered into a Promissory Note with GreenBox POS, LLC, a Washington Limited Liability Company (the “Washington LLC”), whereby the Washington LLC received $250,000 to be used to facilitate business operations in anticipation of transferring such operations from the Washington LLC to the Company and promised to pay the Company $250,000 plus interest at maturity (the “Note Receivable”). The Washington LLC is an affiliated company. The Note Receivable bears interest at a rate of 7.25% per annum and matures on February 28, 2019. As of September 30, 2018, the balance of the Note Receivable was $250,000 and the balance of interest receivable was $2,731. This is a related party loan from the Company to the Washington LLC in anticipation of the merger between the two entities |
NOTE 5 - AUTO LOAN
NOTE 5 - AUTO LOAN | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 5 – AUTO LOAN In April 2017, the Company traded-in its old vehicle for a new vehicle with a financing agreement of $4,868 down and 2.39% interest, which was purchased in conjunction with the Transaction. As of September 30, 2018, there are no minimum payments or obligations due by the Company under the auto loan. |
NOTE 6 - EQUIPMENT LOAN
NOTE 6 - EQUIPMENT LOAN | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | NOTE 6 – EQUIPMENT LOAN In September 2015, the Company installed a solar system on its leased office for $17,570 with a 30-year loan at 5.49% interest. Each payment date, the Company will pay at least the “Total Amount Due” that is displayed on the monthly bill. The Total Amount Due will be the sum of all past due amounts plus the “Current Monthly Payment” that will be displayed on the monthly bill. Current Monthly Payments will be calculated as follows: the amount of kWh produced for the preceding month by the system; multiplied by the applicable agreed Equivalent Rate per kWh. The “Equivalent Rate per kWh” is based upon 5 factors: 1) the loan balance (which includes any accrued interest); 2) the Loan Term; 3) the applicable APR; 4) the expected production of the system; and 5) 2.50 % kWh annual rate escalator. The expected production of the system is an estimate, the actual payments could be higher or lower depending on the actual production from the system. If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law. The equipment loan was acquired by Holdings in the Transaction. As of September 30, 2018, there are no estimated future Current Monthly Payments owed by the Company. |
NOTE 7 - CONVERTIBLE NOTES PAYA
NOTE 7 - CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | NOTE 7 – CONVERTIBLE NOTES PAYABLE On August 6, 2018, the Company issued a convertible preferred note for $253,000 (the “August 6th Note”). The August 6th Note incurs interest at 10% per year and the outstanding principal and accrued interest are due on August 6, 2019, the maturity date. The August 6th Note includes a conversion feature where, beginning 180 days after the issuance date, the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock determined by dividing the conversion amount by the conversion price. During the first 180 days, the Company is allowed to prepay the August 6th Note and all accrued interest in full by paying an increasing prepayment percentage, which starts at 110% of the outstanding principal and interest and increasing by 5% every 30 days (110% from 0-30 days, 115% from 31-60 days, 120% from 61-90 days, 125% from 91-120, 130% from 121-150 days, and 135% from 151-180 days). After this period, the Company is no longer allowed to prepay the August 6th Note and the conversion feature becomes active. The conversion price is determined by multiplying the market value of the Company’s common stock, as defined, by 65%. This represents a beneficial conversion feature that is not a derivative but must have its value recorded as a discount on the related August 6th Note. The value of the conversion feature was calculated using the intrinsic value method, whereby the amount of the discount was calculated as the difference between the conversion price and the market price of the underlying stock at the date of issuance multiplied by the number of shares issuable. The Company recognized a debt discount of $136,231 on the convertible promissory August 6th Note related to the beneficial conversion feature upon issuance, which is being amortized to interest expense over the one-year term of the August 6th Note. The Company paid $3,000 as loan origination fees on August 6, 2018 in obtaining the loan. The loan origination fee was recorded as deferred financing cost against the loan balance. For the three and nine months ended September 30, 2018, approximately $452 and $452 in deferred financing cost was amortized, respectively. As of September 30, 2018, the principal balance of the August 6th Note was $253,000, the unamortized debt discount was $115,704, the unamortized deferred financing costs were $2,548 and accrued interest on the August 6th Note was $3,812. During the period ended September 30, 2018, the Company recognized $24,791 in interest expense related to the August 6th Note. |
NOTE 8 - SHAREHOLDERS' DEFICIT
NOTE 8 - SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – SHAREHOLDERS’ DEFICIT Common Stock On July 29, 2017, the Board of Directors of the Company approved to increase the authorized shares of the Company to 500,000,000 (the “Increase”), with 495,000,000 shares being Common Stock and 5,000,000 shares being preferred stock, subject to Stockholder approval. The Majority Stockholder approved the Increase by written consent in lieu of a meeting on July 29, 2017. On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares of the Company’s common stock at a price of $0.001 per share. The total fair value of the 144,445,000 shares of common stock was $5,777,800. This resulted in a loss on the settlement of debt in the amount of $5,633,355. At September 30, 2018 and December 31, 2017, the Company had 158,890,363 and 14,445,363 common shares, respectively, issued and outstanding at par value $0.001 per share. At September 30, 2018 and December 31, 2017, the Company had 158,890,363 and 14,445,363 common shares, respectively, issued and outstanding at par value $0.001 per share. |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements were issued. On September 20, 2018, the Company and the Washington LLC entered into a Definitive Material Agreement pursuant to which the Company will be assigned any and all assets related to the Washington LLC’s blockchain gateway and payment system business, point of sale system business, delivery business, kiosk business (collectively, the “Business”), and all intellectual property thereto owned by the Seller in consideration of assuming any and all liabilities incident to the operation of the Business that have been incurred in the normal course of business. The transfer has not been effected as of this date as the Company is currently accounting for the transaction. On October 1, 2018, the Company issued a promissory note convertible into equity, pursuant to the above-referenced Securities Purchase Agreement with gross proceeds of $53,000. The note bears interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Unaudited Interim Financial Information These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018. The balance sheets and certain comparative information as of December 31, 2017 are derived from the audited financial statements and related notes for the year ended December 31, 2017 (“2017 Annual Financial Statements”), included in the Company’s 2017 Annual Report on Form 10-K. These unaudited interim condensed financial statements should be read in conjunction with the 2017 Annual Financial Statements. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has cash equivalents of $0 and $0 as of September 30, 2018 and December 31, 2017, respectively. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist of accrued liabilities, notes receivable and amounts and due from an affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures 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 the valuation methodology are unobservable and significant to the fair value measurement. |
Debt, Policy [Policy Text Block] | CONVERTIBLE PROMISSORY NOTE The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP 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. |
Going Concern [Policy Text Block] | GOING CONCERN As of September 30, 2018, the Company had no cash and a negative working capital of $145,546. As of September 30, 2018, the Company has not yet generated any revenues, and has incurred cumulative net losses of $5,595,142. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. |
Revenue Recognition, Policy [Policy Text Block] | REVENUE RECOGNITION Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, As of September 30, 2018, the Company has not generated any revenues from continuing operations. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. |
Earnings Per Share, Policy [Policy Text Block] | EARNINGS PER SHARE A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for nonpublic business entities fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, which provides clarity and guidance around which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. The adoption of this guidance will have no impact on our financial statements as the Company currently does not offer share-based payment. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 2 - DISCONTINUED OPERATI_2
NOTE 2 - DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
NOTE 2 - DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues Consulting fees $ - $ 288,160 $ 428,334 $ 1,117,960 Management Fee - 18,000 255,161 61,200 Total revenues - 306,160 683,495 1,179,160 Cost of Sales Consulting expense - 42,400 120,500 436,100 Total cost of sales - 42,400 120,500 436,100 Gross Profit - 263,760 562,995 743,060 Operating expenses: General and administrative - 212,255 422,929 604,797 Total operating expenses - 212,255 422,929 604,797 Income from discontinued operations - 51,505 140,066 138,263 Other Income (Expense) Net gain on asset purchase agreement - - 159,848 - Gain on sale of fixed assets - - ̶ 5,277 Loss on settlement of debt - - (5,633,355 ) - Interest expense - (7,407 ) (3,695 ) (26,737 ) Total other income (expense, net) - (7,407 ) (5,477,202 ) (21,460 ) Income before income taxes - 44,098 (5,337,136 ) 116,803 Income taxes provision - 21,943 235,946 60,890 Net (loss) Income from Discontinued Operations $ - $ 22,155 $ (5,573,082 ) $ 55,913 Nine Months Ended September 30, 2018 2017 Operating Activities: Net Income (loss) from discontinued operations $ (5,573,082 ) $ 55,913 Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: Depreciation expense 4,004 8,085 Gain on sale of fixed assets - (5,277 ) Assets distributed in asset purchase agreement, net (159,848 ) - Loss on settlement of debt 5,633,355 - Changes in operating assets and liabilities Accounts receivable - - Due from affiliates (135,431 ) - Prepaid expenses and other current assets (30,790 ) - Accounts payable and accrued expenses 28,991 75,366 Income tax payable 234,983 60,090 Net cash provided by (used in) operating activities 2,182 194,177 Investing Activities: Cash disbursed in conjunction with asset purchase agreement (77,492 ) - Acquisitions of furniture and equipment - (7,240 ) Payment from affiliated company - 9,333 Net cash used in investing activities (77,492 ) 2,093 Financing Activities: Payments on auto loan (1,324 ) (2,766 ) Bank overdraft - Proceeds from borrowings on note payable from officers - 324,508 Repayments of borrowings on note payable form officers (13,648 ) (513,191 ) Net cash provided by (used in) financing activities (14,972 ) (191,449 ) Net increase (decrease) in cash (90,282 ) 4,821 Cash, beginning of period 90,282 32,761 Cash, end of period $ - $ 37,582 Supplemental disclosures of cash flow information: Cash paid during the period Interest $ - $ 751 Income taxes $ - $ 800 Non-cash investing and financing activities Vehicle purchased through auto loan $ - $ 22,789 Conversion of Line of credit, officers to shares of common stock $ 144,445 $ - |
ASAP Property Holdings [Member] | |
NOTE 2 - DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows: Cash $ 77,292 Petty Cash 200 Other Receivables 30,790 Accounts Receivable from Affiliates 156,312 Fixed Assets - Accounts Payable (218,195 ) Payroll & Payroll Tax (68,801 ) Accrued Expenses (91,224 ) Accrued Interest – Solar Equipment (262 ) Other Accrued Interest (35,432 ) Auto Loan (4,034 ) Promissory Note (54,048 ) Auto Loan (14,905 ) Equipment Loan – Solar Equipment (12,298 ) Total $ (234,605 ) |
NOTE 3 - FIXED ASSETS (Tables)
NOTE 3 - FIXED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Equipment consists of the following: September 30, December 31, 2018 2017 Fixed assets of discontinued operations, net $ - $ 78,763 - 78,763 Less: Accumulated Depreciation - - $ - 78,763 |
NOTE 1 - SUMMARY OF SIGNIFICA_2
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 23, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 144,445,000 | |||||||
Equity Method Investment, Ownership Percentage | 90.00% | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 0 | $ 37,582 | |||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | $ 0 | $ 32,761 | ||||||
Working Capital (Deficit) | (145,546) | |||||||
Net Income (Loss) Attributable to Parent | $ (22,060) | $ 22,155 | $ (5,595,142) | $ 55,913 |
NOTE 2 - DISCONTINUED OPERATI_3
NOTE 2 - DISCONTINUED OPERATIONS (Details) - USD ($) | Apr. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Payments to Acquire Businesses, Gross | $ 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 234,605 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | $ 0 | $ 5,573,082 | |
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable, Current | $ 259,717 | $ 259,717 |
NOTE 2 - DISCONTINUED OPERATI_4
NOTE 2 - DISCONTINUED OPERATIONS (Details) - Schedule of Business Acquisitions, by Acquisition - ASAP Property Holdings [Member] | Apr. 12, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 77,292 |
Petty Cash | 200 |
Other Receivables | 30,790 |
Accounts Receivable from Affiliates | 156,312 |
Fixed Assets | 0 |
Accounts Payable | (218,195) |
Payroll & Payroll Tax | (68,801) |
Accrued Expenses | (91,224) |
Accrued Interest – Solar Equipment | (262) |
Other Accrued Interest | (35,432) |
Auto Loan | (4,034) |
Promissory Note | (54,048) |
Auto Loan | (14,905) |
Equipment Loan – Solar Equipment | (12,298) |
Total | $ (234,605) |
NOTE 2 - DISCONTINUED OPERATI_5
NOTE 2 - DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - Discontinued Operations [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | ||||
Revenues | $ 0 | $ 306,160 | $ 683,495 | $ 1,179,160 |
Cost of Sales | ||||
Cost of sales | 0 | 42,400 | 120,500 | 436,100 |
Gross Profit | 0 | 263,760 | 562,995 | 743,060 |
General and administrative | 0 | 212,255 | 422,929 | 604,797 |
Total operating expenses | 0 | 212,255 | 422,929 | 604,797 |
Income from discontinued operations | 0 | 51,505 | 140,066 | 138,263 |
Other Income (Expense) | ||||
Net gain on asset purchase agreement | 0 | 0 | 159,848 | 0 |
Gain on sale of fixed assets | 0 | 0 | 0 | 5,277 |
Loss on settlement of debt | 0 | 0 | (5,633,355) | 0 |
Interest expense | 0 | (7,407) | (3,695) | (26,737) |
Total other income (expense, net) | 0 | (7,407) | (5,477,202) | (21,460) |
Income before income taxes | 0 | 44,098 | (5,337,136) | 116,803 |
Income taxes provision | 21,943 | 235,946 | 60,890 | |
Net (loss) Income from Discontinued Operations | 22,155 | (5,573,082) | 55,913 | |
Operating Activities: | ||||
Net Income (loss) from discontinued operations | (5,573,082) | 55,913 | ||
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: | ||||
Depreciation expense | 4,004 | 8,085 | ||
Gain on sale of fixed assets | 0 | (5,277) | ||
Assets distributed in asset purchase agreement, net | 0 | 0 | (159,848) | 0 |
Loss on settlement of debt | 0 | 0 | 5,633,355 | 0 |
Changes in operating assets and liabilities | ||||
Accounts receivable | 0 | |||
Due from affiliates | (135,431) | 0 | ||
Prepaid expenses and other current assets | (30,790) | |||
Accounts payable and accrued expenses | 28,991 | 75,366 | ||
Income tax payable | 234,983 | 60,090 | ||
Net cash provided by operating activities | 2,182 | 194,177 | ||
Investing Activities: | ||||
Cash disbursed in conjunction with asset purchase agreement | (77,492) | 0 | ||
Acquisitions of furniture and equipment | 0 | (7,240) | ||
Payment from affiliated company | 0 | 9,333 | ||
Net cash provided by (used in) investing activities | (77,492) | 2,093 | ||
Financing Activities: | ||||
Payments on auto loan | (1,324) | (2,766) | ||
Bank overdraft | 0 | |||
Proceeds from borrowings on note payable from officers | 0 | 324,508 | ||
Repayments of borrowings on note payable form officers | (13,648) | (513,191) | ||
Net cash provided by (used in) financing activities | (14,972) | (191,449) | ||
Net increase (decrease) in cash | (90,282) | 4,821 | ||
Cash, beginning of period | 90,282 | 32,761 | ||
Cash, end of period | 0 | 37,582 | 0 | 37,582 |
Cash paid during the period | ||||
Interest | 0 | 751 | ||
Income taxes | 0 | 800 | ||
Non-cash investing and financing activities | ||||
Vehicle purchased through auto loan | 0 | 22,789 | ||
Conversion of Line of credit, officers to shares of common stock | 144,445 | 0 | ||
Consulting Fees [Member] | ||||
Revenues | ||||
Revenues | 0 | 288,160 | 428,334 | 1,117,960 |
Cost of Sales | ||||
Cost of sales | 0 | 42,400 | 120,500 | 436,100 |
Management Service [Member] | ||||
Revenues | ||||
Revenues | $ 0 | $ 18,000 | $ 255,161 | $ 61,200 |
NOTE 3 - FIXED ASSETS (Details)
NOTE 3 - FIXED ASSETS (Details) - Schedule of Equipment - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 0 | $ 78,763 |
Less: Accumulated depreciation | 0 | 0 |
Property, Plant and Equipment, net | 0 | 78,763 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 0 | $ 78,763 |
NOTE 4 - RELATED PARTY TRANSA_2
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Apr. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 20, 2018 | Dec. 31, 2017 | Sep. 30, 2015 |
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||
Due from Affiliate, Current | $ 250,000 | $ 250,000 | $ 20,881 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.49% | |||||||
Debt Conversion, Original Debt, Amount | $ 144,445 | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 144,445,000 | |||||||
Notes Receivable, Related Parties, Current | 250,000 | 250,000 | 0 | |||||
Chief Executive Officer [Member] | ||||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,800,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||
Interest Expense, Related Party | 3,333 | $ 25,964 | ||||||
Long-term Line of Credit | 0 | 0 | $ 212,140 | |||||
Interest Payable | 0 | 0 | $ 32,100 | |||||
Chief Executive Officer [Member] | Washington, LLC [Member] | ||||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||
Notes Receivable, Related Parties, Current | 2,731 | 2,731 | ||||||
Executive Vice President [Member] | Washington, LLC [Member] | ||||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||
Notes Receivable, Related Parties, Current | 250,000 | $ 250,000 | $ 0.0725 | |||||
Consulting Fees [Member] | Immediate Family Member of Management or Principal Owner [Member] | ||||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 0 | $ 120,000 |
NOTE 5 - AUTO LOAN (Details)
NOTE 5 - AUTO LOAN (Details) - Notes Payable, Other Payables [Member] - Vehicles [Member] | 1 Months Ended |
Apr. 30, 2017USD ($) | |
NOTE 5 - AUTO LOAN (Details) [Line Items] | |
Payments to Acquire Property, Plant, and Equipment | $ 4,868 |
Debt Instrument, Interest Rate, Stated Percentage | 2.39% |
NOTE 6 - EQUIPMENT LOAN (Detail
NOTE 6 - EQUIPMENT LOAN (Details) | 1 Months Ended |
Sep. 30, 2015USD ($) | |
Disclosure Text Block [Abstract] | |
Debt Instrument, Face Amount | $ 17,570 |
Debt Instrument, Term | 30 years |
Debt Instrument, Interest Rate, Stated Percentage | 5.49% |
Debt Instrument, Description | If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law. |
NOTE 7 - CONVERTIBLE NOTES PA_2
NOTE 7 - CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Member] - USD ($) | Aug. 06, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
NOTE 7 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | |||
Debt Instrument, Face Amount | $ 253,000 | $ 253,000 | $ 253,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Debt Instrument, Convertible, Terms of Conversion Feature | The August 6th Note includes a conversion feature where, beginning 180 days after the issuance date, the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock determined by dividing the conversion amount by the conversion price. During the first 180 days, the Company is allowed to prepay the August 6th Note and all accrued interest in full by paying an increasing prepayment percentage, which starts at 110% of the outstanding principal and interest and increasing by 5% every 30 days (110% from 0-30 days, 115% from 31-60 days, 120% from 61-90 days, 125% from 91-120, 130% from 121-150 days, and 135% from 151-180 days). After this period, the Company is no longer allowed to prepay the August 6th Note and the conversion feature becomes active. The conversion price is determined by multiplying the market value of the Company’s common stock, as defined, by 65%. | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 136,231 | ||
Debt Issuance Costs, Gross | $ 3,000 | ||
Amortization of Debt Issuance Costs | 452 | 452 | |
Debt Instrument, Unamortized Discount | 115,704 | 115,704 | |
Unamortized Debt Issuance Expense | 2,548 | 2,548 | |
Interest Payable | $ 3,812 | 3,812 | |
Interest Expense, Debt | $ 24,791 |
NOTE 8 - SHAREHOLDERS' DEFICIT
NOTE 8 - SHAREHOLDERS' DEFICIT (Details) - USD ($) | Apr. 12, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Jul. 29, 2017 |
Stockholders' Equity Note [Abstract] | ||||
Capital Units, Authorized | 500,000,000 | |||
Common Stock, Shares Authorized | 495,000,000 | 495,000,000 | 495,000,000 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Debt Conversion, Original Debt, Amount (in Dollars) | $ 144,445 | |||
Debt Conversion, Converted Instrument, Shares Issued | 144,445,000 | |||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | |||
Stock Issued During Period, Value, Other (in Dollars) | $ 5,777,800 | |||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ (5,633,355) | |||
Common Stock, Shares, Issued | 158,890,363 | 14,445,363 | ||
Common Stock, Shares, Outstanding | 158,890,363 | 14,445,363 | ||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 |
NOTE 9 - SUBSEQUENT EVENTS (Det
NOTE 9 - SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] | Oct. 01, 2018USD ($) |
NOTE 9 - SUBSEQUENT EVENTS (Details) [Line Items] | |
Proceeds from Issuance of Debt | $ 53,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |