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GreenBox POS (GBOX)

Document And Entity Information

Document And Entity Information - shares3 Months Ended
Mar. 31, 2019Apr. 01, 2020
Document Information Line Items
Entity Registrant NameGreenBox POS, LLC
Document Type10-Q
Current Fiscal Year End Date--12-31
Entity Common Stock, Shares Outstanding176,202,055
Amendment Flagfalse
Entity Central Index Key0001419275
Entity Current Reporting StatusYes
Entity Filer CategoryNon-accelerated Filer
Document Period End DateMar. 31,
2019
Document Fiscal Year Focus2019
Document Fiscal Period FocusQ1
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Document Quarterly Reporttrue
Entity Interactive Data CurrentYes

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)Mar. 31, 2019Dec. 31, 2018
Current Assets:
Cash and cash equivalents $ 0 $ 45,854
Restricted cash119,589 239,124
Accounts receivable, net of allowance for bad debt of $0 and $0, respectively51,292 49,998
Cash due from gateways, net2,156,684 630,699
Prepaid and other current assets16,895 37,232
Total current assets2,344,460 1,002,907
Non-current Assets:
Property and equipment, net53,644 30,715
Operating lease right-of-use assets, net307,531 0
Total non-current assets361,175 30,715
Total assets2,705,635 1,033,622
Current Liabilities:
Accounts payable133,337 127,029
Other current liabilities46,084 9,401
Accrued interest50,801 29,871
Payment processing liabilities, net2,888,207 865,086
Convertible debt850,000 846,500
Derivative liability587,978 0
Current portion of operating lease liabilities75,632 0
Total current liabilities4,632,039 1,877,887
Operating lease liabilities, less current portion234,045 0
Long-term debt0 75,000
Total liabilities4,866,084 1,952,887
Commitments and contingencies
Stockholders' Equity:
Common stock, par value $0.001, 495,000,000 shares authorized and 166,390,363 shares issued and outstanding166,390 166,390
Common stock - issuable5,500 1,000
Additional paid-in capital1,001,251 945,940
Accumulated deficit(3,333,590)(2,032,595)
Total stockholders' deficit(2,160,449)(919,265)
Total liabilities and stockholder's deficit $ 2,705,635 $ 1,033,622

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / sharesMar. 31, 2019Dec. 31, 2018
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized495,000,000 495,000,000
Common stock, shares issued166,390,363 166,390,363
Common stock, shares outstanding166,390,363 166,390,363

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Revenue $ 967,998 $ 0
Cost of Goods Sold727,291 0
Gross Profit240,707 0
Operating expenses:
General and administrative495,468 260,900
Research and development103,922 57,821
Advertising and marketing13,006 13,231
Depreciation and amortization - property and equipment2,840 863
Total operating expenses615,236 332,815
Loss from operations(374,529)(332,815)
Other income (expense):
Interest expense(150,215)(1,578)
Interest expense - Vista convertible note(188,273)0
Derivative expense(634,766)0
Changes in fair value of derivative liability46,788 0
Other expense0 (75,000)
Total other expense, net(926,466)(76,578)
Loss before provision for income taxes(1,300,995)(409,393)
Income tax provision0 0
Net Income (loss) $ (1,300,995) $ (409,393)
Earnings (loss) per share:
Basic and diluted (in Dollars per share) $ (0.01) $ 0
Weighted average number of common shares outstanding:
Basic and diluted (in Shares)166,390,363 158,890,363

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUIT - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Balance $ (919,265) $ 60,781
Balance (in Shares)166,390,363
Common stock issuable under convertible debt $ 4,500
Warrants issuable under convertible debt55,311
Common stock issued751,114
Net Income (Loss)(1,300,995)(409,393)
Balance $ (2,160,449)402,502
Balance (in Shares)166,390,363
Common Stock [Member]
Balance $ 166,390 $ 14,445
Balance (in Shares)166,390,363 14,445,363
Common stock issued $ 144,445
Common stock issued (in Shares)144,445,000
Balance $ 166,390 $ 158,890
Balance (in Shares)166,390,363 158,890,363
Common Stock to be Issued [Member]
Balance $ 1,000
Balance (in Shares)1,000,000
Common stock issuable under convertible debt $ 4,500
Common stock issuable under convertible debt (in Shares)25,000
Warrants issuable under convertible debt (in Shares)125,000
Balance $ 5,500
Balance (in Shares)1,150,000
Additional Paid-in Capital [Member]
Balance $ 945,940 $ 185,655
Warrants issuable under convertible debt55,311
Common stock issued606,669
Balance1,001,251 792,324
Retained Earnings [Member]
Balance(2,032,595)(139,319)
Net Income (Loss)(1,300,995)(409,393)
Balance $ (3,333,590) $ (548,712)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Cash flows from operating activities:
Net loss $ (1,300,995) $ (409,393)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense2,840 863
Noncash lease expense2,146 0
Interest expense - warrants issued under convertible debt184,811 0
Derivative expense634,766 0
Changes in fair value of derivative liability(46,788)0
Changes in assets and liabilities:
Other receivable, net(1,294)0
Prepaid and other current assets20,337 (31,101)
Cash due from gateways, net(1,525,985)(34)
Accounts payable6,308 (31,980)
Other current liabilities36,683 1,850
Accrued interest20,930 1,578
Payment processing liabilities, net2,023,121 0
Deferred income0 360,000
Net cash provided by (used in) operating activities56,880 (108,217)
Cash flows from investing activities:
Purchases of property and equipment(25,769)(12,492)
Net cash used in investing activities(25,769)(12,492)
Cash flows from financing activities:
Borrowings from convertible debt375,000 375,000
Repayments on convertible debt(496,500)0
Repayment on long-term debt(75,000)0
Proceeds from issuances of common stock0 751,114
Net cash provided by (used in) financing activities(196,500)1,126,114
Net increase (decrease) in cash, cash equivalents, and restricted cash(165,389)1,005,405
Cash, cash equivalents, and restricted cash – beginning of period284,978 83,353
Cash, cash equivalents, and restricted cash – end of period119,589 1,088,758
Cash paid during the period for:
Interest167,343 1,578
Income taxes $ 800 $ 0

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Organization GreenBox POS (the “Company” or “PubCo”) is a tech company formed with the intent of developing, marketing and selling innovative blockchain-based payment solutions, which the Company believes will cause favorable disruption in the payment solutions marketplace. The Company’s core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company’s proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. The Company was formerly known as GreenBox POS, Inc (“ASAP”), which was incorporated April 10, 2007 under the laws of the State of Nevada. On January 4, 2020, PubCo and GreenBox POS LLC, a Washington limited liability company (“PrivCo”), entered into an Asset Purchase Agreement (the “Agreement”), to memorialize a verbal agreement (the “Verbal Agreement”) entered into on April 12, 2018, by and among PubCo (the buyer) and PrivCo, which was formed on August 10, 2017 (the seller). On April 12, 2018, pursuant to the Verbal Agreement, PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, and bank and merchant accounts, as well as all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business (collectively, the “GreenBox Acquisition”). For accounting and reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.” Name Change On May 3, 2018, PubCo formally changed its name to GreenBox POS LLC, then subsequently changed its name to GreenBox POS on December 13, 2018. Unless the context otherwise requires, all references to “the Company,” “we,” “our”, “us” and “PubCo” refer to GreenBox POS. Unless the context otherwise requires, all references to “PrivCo” or the “Private Company” refer to GreenBox POS LLC, a limited liability company, formed in the state of Washington. Unaudited Interim Financial Information These unaudited interim financial statements have been prepared in accordance with 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 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. The results of operations for the interim periods presented 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, 2018 are derived from the audited financial statements and related notes for the year ended December 31, 2018 (“2018 Annual Financial Statements”), included in the Company’s 2018 Annual Report on Form 10-K. These unaudited interim financial statements should be read in conjunction with the 2018 Annual Financial Statements. Basis of Presentation and Consolidation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements include the combined accounts of PubCo and PrivCo. All amounts are presented in U.S. Dollars unless otherwise stated. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”). Going Concern As of March 31, 2019, the Company had cash and cash equivalents of $0, has incurred a net loss of $1,300,995 for the three months ended March 31, 2019, and has accumulated a deficit of $3,333,590. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Additionally, as the GreenBox ecosystem grows, substantially larger volumes of working capital financing will be required to support our platform’s growth. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, we will have to develop and implement a plan to further extend payables, reduce overhead or scale back our business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with GAAP, which contemplate our continuation as a going concern, and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Restatement On April 12, 2018, pursuant to a verbal agreement (the “Verbal Agreement”), PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, and bank and merchant accounts, as well as all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business (collectively, the “GreenBox Acquisition”). From April 12, 2018 through January 4, 2020 (the “In Between Period”), because there was ambiguity regarding the validity of the Verbal Agreement, PubCo filed required quarterly and annual reports with the Securities and Exchange Commission as if there had not been a Reverse Acquisition. During the In Between Period, PrivCo continued to operate as if it still owned the GreenBox Business, which included maintaining records of GreenBox Business financial transactions on PrivCo’s accounting software, and entering into contracts and agreements as PrivCo, while PubCo paid all expenses, including expenses related to PrivCo contracts entered into prior to April 12, 2018 and after April 12, 2018, as well as expenses incurred as a result of litigation resulting from disagreements between PrivCo and other parties. During the In Between Period, PubCo represented itself in press releases, as being the owner/operator of the GreenBox Business. Additionally, from April 12, 2018 through approximately December 31, 2018, PubCo and PrivCo shared control of PrivCo’s bank accounts, and on approximately January 1, 2019, PubCo assumed control of PrivCo’s bank accounts. By virtue of the payment of PrivCo’s litigation expenses by PubCo, by virtue of PubCo representing itself in press releases, as being the owner/operator of the GreenBox Business, and by virtue of the shared control of PrivCo’s bank accounts starting on April 12, 2018, both PubCo and PrivCo concluded that the Verbal Agreement was valid and the GreenBox Business asset acquisition took place on April 12, 2018. On January 4, 2020, PubCo and PrivCo entered into an Asset Purchase Agreement (the “Agreement”), to memorialize the Verbal Agreement. For accounting and reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.” Because PubCo previously filed quarterly and annual reports for 2018 with the Securities and Exchange Commission as if there had not been a Reverse Acquisition, PubCo was required to file amended Form 10-Qs for the periods ending June 30, 2018 and September 30, 2018, and an amended Form 10-K for the year ending December 31, 2018 (collectively the “Amended Reports”). These Amended Reports differ substantially from previously filed reports in that PubCo’s financials are presented on a combined basis with PrivCo. Additionally, the previous business operations of PubCo prior to April 12, 2018 are disregarded. The Company therefore filed, on February 7, 2020, an amended 10-K (“Amended 10-K”) to the Company’s audited financial statements for the year ended December 31, 2018, contained in the Company’s Annual Report on Form 10-K, originally filed with the SEC on April 16, 2019 (the “2018 Report”) to restate the Company’s financial statements and revise related disclosures. As a substantial part of the Amended 10-K was amended and/or restated, the Company presented the entire text of the 2018 Report, as amended and/or restated by the Amended 10-K. Readers should therefore read and rely only on the Amended 10-K in lieu of the original 2018 Report.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with the 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. Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows. Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalent and Restricted cash represents the following:

Cash and cash equivalents

Restricted Cash – The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
March 31, 2019
March 31, 2018
Cash and cash equivalents $ - $ 1,088,758
Restricted cash 119,589 -
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 119,589 $ 1,088,758 Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues continues to be payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2019 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arear strategy. While reserve and payment in arear restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total gateway balances reflected in the Company’s books represent the amount owed to the Company for processing – these are funds from transactions processed and not yet distributed. Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $13,006 and $13,231 for the three months ended March 31, 2019 and 2018, respectively. Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Research and development expenses were $103,922 and $57,821 for the three months ended March 31, 2019 and 2018, respectively. Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606. The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured. The Company generates revenue from payment processing services, licensing fees and equipment sales.

Payment processing revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed.

Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement.

Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped. Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10:
March 31, 2019
Level 1
Level 2
Level 3
Derivative liability $ - $ 587,978 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. Long-Lived Asset Impairments The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. 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. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2019 and 2018, as there are no potential shares outstanding that would have a dilutive effect. Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. Recently Issued Accounting Updates In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. However, unlike prior GAAP—which required only finance (formerly capital) leases to be recognized on the balance sheet—the new ASU requires both types of leases to be recognized on the balance sheet. The ASU took effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which make improvements to Accounting Standards Codification (“ASC”) 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements.

REVERSE ACQUISITION

REVERSE ACQUISITION3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]
Business Combination Disclosure [Text Block]3.
REVERSE ACQUISITION On January 4, 2020, PubCo and PrivCo entered into the Agreement to memorialize the Verbal Agreement. On April 12, 2018, pursuant to the Verbal Agreement, PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, and bank and merchant accounts, as well as all intellectual property related thereto (the “GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business (collectively, the “GreenBox Acquisition”). For accounting and reporting purposes, PubCo deemed the GreenBox Acquisition a “Reverse Acquisition” with PrivCo designated the “accounting acquirer” and PubCo designated the “accounting acquiree.” The value of the assets acquired and liabilities assumed was $843,694 and $589,078, respectively, on April 12, 2018. Exclusions from the Agreement included shares in PubCo held by PrivCo, which remain a PrivCo asset, and $185,000 of a $300,000 convertible promissory note issued by PrivCo. The following is the purchase price allocation on April 12, 2018:
April 12, 2018
Cash and Cash Equivalents $ 752,393
Customer Accounts 83
Inventory 56,988
Security Deposits 3,990
Fixed Assets, net 17,697
Prepaid Expense 12,543
Assets Acquired 843,694
Total Consideration – Liabilities Assumed 589,078
Gain on Bargain Purchase $ 254,616 This acquisition resulted in a “Gain on Bargain Purchase” for PubCo because the fair value of assets we acquired exceeded the total of the fair value of consideration we paid by $254,616. However, as we deemed the acquisition a Reverse Acquisition for accounting purposes, the $254,616 gain was rerecorded and presented as Paid in Capital within our Consolidated Balance Sheet on the date of acquisition. The operating results of the GreenBox Business for the period from April 12, 2018 going forward have been included in the Company’s Consolidated Statements of Operations. The Company did not incur a significant amount in transaction costs in connection with the acquisition, but any and all costs were expensed as incurred and are included within the Consolidated Statement of Operations.

SETTLEMENT PROCESSING

SETTLEMENT PROCESSING3 Months Ended
Mar. 31, 2019
Settlement Processing [Abstract]
Settlement Processing [Text Block]4.
SETTLEMENT PROCESSING The Company’s proprietary blockchain-based technology serves as the settlement engine for all transactions within the Company’s ecosystem. The blockchain ledger provides a robust and secure platform to log immense volumes of immutable transactional records in real time. Generally speaking, blockchain is a distributed ledger that uses digitally encrypted keys to verify, secure and record details of each transaction conducted within an ecosystem. Unlike general blockchain-based systems, GreenBox uses proprietary, private ledger technology to verify every transaction conducted within the GreenBox ecosystem. The verification of transaction data comes from trusted partners, all of whom have been extensively vetted by us. GreenBox facilitates all financial elements of our closed-loop ecosystem and we act as the administrator for all related accounts. Using our TrustGateway technology, we seek authorization and settlement for each transaction from Gateways to the issuing bank responsible for the credit/debit card used in the transaction. When the Gateway settles the transaction, our TrustGateway technology composes a chain of blockchain instructions to our ledger manager system. When consumers use credit/debit cards to pay for transactions with merchants who use our ecosystem, the transaction starts with the consumer purchasing tokens from us. The issuance of tokens is accomplished when we load a virtual wallet with a token, which then transfers credits to the merchant’s wallet on a dollar for dollar basis, after which the merchant releases its goods or services to the consumer. These transfers take place instantaneously and seamlessly, allowing the transaction experience to seem like any other ordinary credit/debit card transaction to the consumer and merchant. While our blockchain ledger records transaction details instantaneously, the final cash settlement of each transaction can take days to weeks, depending upon contract terms between us and the gateways we use, between us and our ISOs, and between us and/or our ISOs and merchants who use our services. In the case where we have received transaction funds, but not yet paid a merchant or an ISO, we hold funds in either a trust account or as cash deemed restricted within our operating accounts. We record the total of such funds as Cash held for Settlements – a Current Asset. Of these funds, we record the sum balance due to Merchants and ISOs as Settlement Liabilities to Merchants and Settlement Liabilities to ISOs, respectively. The table below shows the status of transaction settlements:
March 31, 2019
December 31, 2018
Settlement Processing Assets:
Cash held for settlements $ 119,589 $ 239,124
Cash due from gateways 781,794 291,112
Amount due from gateways and merchants – hold and fees 611,934 -
Chargeback allowances (1) - (134,638 )
Reserves (2) 1,374,890 474,224
Total before allowance for uncollectable 2,888,207 869,822
Allowance for uncollectable – hold and fees (731,523 ) -
Total – settlement processing assets $ 2,156,684 $ 869,822
Settlement Processing Liabilities:
Settlement liabilities to merchants 2,888,207 786,425
Settlement liabilities to ISOs - 107,342
Refund allowances (3) - (28,681 )
Totals $ 2,888,207 $ 865,086 (1) During 2018, the Company absorbed all chargeback costs as a cost of services provided – essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. (2) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire. (3) The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company’s proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances.

CASH DUE FROM GATEWAYS

CASH DUE FROM GATEWAYS3 Months Ended
Mar. 31, 2019
Disclosure Text Block Supplement [Abstract]
Other Current Assets [Text Block]5.
CASH DUE FROM GATEWAYS Cash due from gateways consisted of the following:
March 31, 2019
December 31, 2018
Cash due from Gateways $ 781,794 $ 291,112
Amount due from gateways and merchants – hold and fees 611,934 -
Reserves (2) 1,374,890 474,224
Total cash due from gateways 2,768,618 765,336
Chargeback Allowances (1) - (134,637 )
Allowance of uncollectable – hold and fees (611,934 ) -
Total cash due from gateways, net $ 2,156,684 $ 630,699 (1) During 2018, the Company absorbed all chargeback costs as a cost of services provided – essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance. (2) Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT3 Months Ended
Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]6.
PROPERTY AND EQUIPMENT Property and equipment consisted of the following:
March 31, 2019
December 31, 2018
Computers $ 19,041 $ 15,285
Furniture 26,932 4,919
Kiosks 12,750 12,750
Vehicles 4,578 4,578
Total property and equipment 63,301 37,532
Less: Accumulated depreciation (9,657 ) (6,817 )
Total property and equipment, net $ 53,644 $ 30,715 Depreciation expense was $2,840 and $863 for the three months ended March 31, 2019 and 2018, respectively.

PAYMENT PROCESSING LIABILITIES,

PAYMENT PROCESSING LIABILITIES, NET3 Months Ended
Mar. 31, 2019
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Other Liabilities Disclosure [Text Block]7.
PAYMENT PROCESSING LIABILITIES, NET Payment processing liabilities consisted of the following:
March 31, 2019
December 31, 2018
Settlement liabilities to merchants $ 2,888,207 $ 786,425
Settlement liabilities to ISOs - 107,342
Total processing liabilities 2,888,207 893,767
Refund allowances - (28,681 )
Total payment processing liabilities $ 2,888,207 $ 865,086 The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using our proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with our allowance.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]8.
CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following:
March 31, 2019
December 31, 2018
March 11, 2019 ($500,000) $ 500,000 $ -
December 27, 2018 ($150,000) 150,000 150,000
December 13, 2018 ($83,000) - 83,000
November 26, 2018 ($200,000) 200,000 200,000
September 27, 2018 ($53,000) - 53,000
August 6, 2018 ($253,000) - 253,000
March 15, 2018 ($300,00) - 107,500
Total convertible notes payable $ 850,000 $ 846,500 Vista Capital Investments, LLC - $500,000 (original received $375k) On March 11, 2019, PubCo issued a convertible promissory note for $500,000 to Vista Capital Investments, LLC (“Vista”) (the “Vista Note”), due October 6, 2019 (the “Maturity Date”). The Vista Note incurred a onetime interest charge of 8%, which was recorded at issuance, and was due upon repayment of the Vista Note. The Vista Note included an original issue discount of $125,000, netting the balance received by PubCo from Vista at $375,000. The Vista transaction included commitment fees, which took the form of an obligation by PubCo to issue Vista 25,0000 shares and a four-year warrant to purchase 125,000 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Vista Note, the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”). The Vista Note’s principal and interest were due to be paid October 6, 2019. The Company and Vista amended the convertible debt agreement as follows:

First Amendment

Second Amendment

Third Amendment The Vista Note has matured as of March 31, 2019. The Company has defaulted on the Vista Note and subsequently the Vista Note has not been extended. The Company is currently negotiating with Vista on extension of the Vista Note. Saskatchewan Ltd – $150,000 On December 27, 2018, PubCo issued a convertible promissory note for $150,000 to Saskatchewan Ltd (“Sask”) (the “Sask Note”). The note incurs interest at 12% per year, paid quarterly, in advance. The outstanding principal and any remaining interest are due December 12, 2019. The note includes a conversion feature where, beginning six months after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and any accrued interest balance into shares of PubCo’s common stock at a discounted rate of 50%. This note holder issued a notice of conversion to the Company on June 27, 2019 to convert the outstanding principal into 2,307,692 shares of the Company’s stock. The shares were subsequently issued to Sask on August 14, 2019. Power Up Lending Ltd On August 6, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Up Ltd (“PULG”) under which PULG agreed to issue notes of up to $1,500,000 in aggregate over twelve months at the discretion of PULG (the “PULG SPA”). Under this agreement, the Company issued the following convertible notes:

PULG – $253,000 On August 6, 2018, the Company issued a convertible note for $253,000 to PULG, with a net $250,000 received by the Company. The note incurs interest at 10% per year and the outstanding principal and accrued interest are due August 6, 2019. The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%. The Company incurred $3,000 in financing fees associated with the loan. The Company paid this note on January 30, 2019, at which time it repaid the principal, accrued interest and an early repayment penalty of $93,333, which was recorded as interest expense.

PULG – $53,000 On September 27, 2018, the Company issued a convertible note for $53,000 to PULG, with a net $50,000 received by the Company. The note incurs interest at 10% per year and the outstanding principal and accrued interest are due September 27, 2019. The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%. The Company incurred $3,000 in financing fees associated with the loan. The Company paid this note on March 13, 2019, at which time it repaid the principal, accrued interest and an early repayment penalty of $19,378, which was recorded as interest expense.

PULG – $83,000 On December 13, 2018, PubCo issued a convertible note for $83,000 to PULG, with a net $80,000 received by PubCo. The note incurs interest at 10% per year and the outstanding principal and accrued interest are due December 13, 2019. The note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the PubCo’s common stock at a discounted rate of 65%. PubCo incurred $3,000 in financing fees associated with the loan. The Company paid this note on March 13, 2019, at which time it repaid the principal, accrued interest and an early repayment penalty of $17,005, which was recorded as interest expense. RB Cap – $200,000 On November 26, 2018, PubCo issued a convertible promissory note for $200,000 to RB Cap (the “RB Cap $200K Note”). The note incurs interest at 12% per year and the outstanding principal and accrued interest are due November 26, 2019. RB Cap may elect to convert the note at any time from six months from the date of issuance at a fixed price per share of $4.50. This note became part of a claim/counter claim suit with RB Capital (See Section C. Legal Matters below.) RB Cap – $300,000 On or about March 15, 2018, PrivCo issued a twelve-month, $300,000 convertible promissory note to RB Capital Partners (“RB Cap”), with an interest rate of 12% per annum (“RB Cap 300K Note”). The note’s convertibility feature commenced six months after the note’s issuance, at a conversion rate of $0.001 per share of the Company’s common stock. Under the terms of the Agreement which memorialized the Verbal Agreement, we assumed the note, however, PrivCo agreed to pay $185,000 of the principal balance due on this note. On or about June 8, 2018, PrivCo transferred 440,476 restricted shares of Common Stock from the Control Block, with a market value of $185,000, to a purported designee of RB Cap, as a payment of principal of the note. Subsequently, RB Cap disputed the reduction in principal and subsequently, and we, along with PrivCo, disputed whether these shares should have been issued by PrivCo, and sought their return. On or about October 23, 2018, we issued 7,500,000 newly issued, restricted shares of our stock to RB Cap, in repayment of $7,500 of the RB Cap $300,000 Note. Subsequently, we disputed whether these shares should have been issued to RB Cap. As of December 31, 2018, our recorded principal balance for the note was $107,500 and accrued interest on the note was $15,880. On or about March 13, 2019, we issued a final cash payment towards the RB Cap 300K Note of approximately $126,092 (the “Payoff Funds”). However, RB Cap contested the amount of the Payoff Funds. (See Section C. Legal Matters below, under Note 12 – Subsequent Events).

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY3 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]
Derivatives and Fair Value [Text Block]9.
DERIVATIVE LIABILITY Derivative liability consisted of the following:
March 31, 2019
December 31, 2018
Beneficial conversion feature – convertible debt $ 587,978 $ -
Total derivative liability $ 587,978 $ - On March 11, 2019, PubCo issued a convertible promissory note for $500,000 to Vista Capital Investments, LLC (“Vista”) (the “Vista Note”), due October 6, 2019 (the “Maturity Date”). The Vista Note incurred a onetime interest charge of 8%, which was recorded at issuance, and was due upon payback of the Vista Note. The Vista Note included an original issue discount of $125,000, netting the balance received by PubCo from Vista at $375,000. The Vista transaction included commitment fees, which took the form of an obligation by PubCo to issue Vista 25,0000 shares and a four-year warrant to purchase 125,000 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Vista Note, the conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”). Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and valued the derivative using the Black-Scholes method. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company performs valuation of derivative instruments at the end of each reporting period. The fair value of derivative instruments is recorded and shown separately under current liabilities as these instruments can be converted anytime. Changes in fair value are recorded in the consolidated statement of income under other income (expenses).

INCOME TAXES

INCOME TAXES3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]10.
INCOME TAXES The Company did not have income tax provision (benefit) due to net loss and deferred tax assets having a full valuation allowances as of and for the three months ended March 31, 2019 and 2018. The provision for income taxes differs from the amounts computed by applying the federal statutory tax rate of 21% to earnings before income taxes, as follows:
Three Months Ended March 31,
2019
2018
Book income at statutory rate 21.00 % 21.00 %
Others 0 % -0.80 %
Change in Valuation Allowance -21.00 % -20.14 %
Effective income tax rate 0 % 0.06 % Deferred tax assets and liabilities consist of the following tax-effected temporary differences:
March 31, 2019
December 31, 2018
Deferred tax assets (liabilities):
Charitable contributions $ - $ (3,700 )
Unearned revenue - (75,600 )
Depreciation - (26,300 )
Net operating loss carryforward 273,209 612,800
Total deferred tax assets, net 273,209 507,200
Valuation allowance (273,209 ) (507,300 )
Net deferred tax assets (liabilities) $ - $ (100 ) The Company uses the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. As of March 31, 2019, the Company had federal and California net operating loss carryforwards of approximately $1.5 million. The federal and California net operating loss carryforwards will expire at various dates from 2026 through 2028; however, $1.5 million of the Federal operating loss does not expire and will be carried forward indefinitely. As of March 31, 2019 and December 31, 2018, the Company maintained full valuation allowance for net operating loss carryforward deferred tax asset. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The amount of the deferred tax asset considered realizable, however, could be reduced if estimates of future taxable income are reduced. The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statutes of limitations for its consolidated federal income tax returns are open for years 2016 and after, and state and local income tax returns are open for years 2015 and after.

EQUITY TRANSACTIONS

EQUITY TRANSACTIONS3 Months Ended
Mar. 31, 2019
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]11.
EQUITY TRANSACTIONS The Company issued the following common shares:

On or about May 10, 2019, PubCo issued 10,000 shares to a non-affiliated legal consultant for services rendered.

On or about June 18, 2019, PubCo issued a total of 850,000 shares to nine PubCo employees as performance bonuses. The shares were fully vested upon issuance and worth $0.10 per share, at closing, on the day of issuance.

On or about August 14, 2019, PubCo issued 2,307,692 shares to a lender, that chose to convert a $150,000 promissory note at a 50% discount into shares of PubCo.

On or about August 14, 2019, PubCo issued 1,085,000 shares to PrivCo, as repayment of shares inadvertently transferred by PrivCo to third parties on behalf of PubCo as follows
o
On or about December 27, 2018, PrivCo inadvertently transferred 1,000,000 restricted PubCo shares, with a market value of $150,000, which money was deposited into PrivCo’s bank accounts (control of which bank accounts were shared by PubCo and PrivCo from April 12, 2018 through approximately December 31, 2018).
o
On or about January 4, 2019, PrivCo inadvertently transferred 50,000 restricted PubCo shares to a non-affiliated service provider to PubCo for services rendered to PubCo.
o
On or about January 4, 2019, PrivCo inadvertently transferred 35,000 PubCo shares of to a non-affiliated service provider to PubCo for services rendered to PubCo.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS3 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]12.
RELATED PARTY TRANSACTIONS The Company had the following related party transactions:

Related Party Employees and Employee Entity: Dan Nusinovich Liron Nusinovich Pop N Pay, LLC

Related Party Entities: IPX Referral Payments, LLC – RB Capital America 2030 Capital Limited and Bentley Rothschild Capital Limited

Kenneth Haller and the Haller Companies Kenneth Haller (“Haller”) became the Company’s Senior Vice President of Payment Systems in November 2018. The Company began working indirectly with Haller earlier in 2018, both individually and through our relationship with MTrac Tech Corporation (“MTrac”), which in turn has business relationships with Haller. Haller brings considerable advantages to the Company’s platform development and business development efforts and capabilities, including transactional business relations and a large network of agents, which the Company believes, are capable of processing $1 billion transactions annually (the “Haller Network”). The Haller Network is an amalgamation of the collective networks of Haller and three companies owned or majority-owned by Haller, which are Sky Financial & Intelligence, LLC (“Sky”), Charge Savvy, LLC, Cultivate, LLC (collectively, the “Haller Companies”), each of which has formalized business relationships with the Company, as well as with some of the Company’s partners, which the Company believes allows the Company to maximize and diversity the Company’s market penetration capabilities. Haller, through Sky, owns controlling interests in Charge Savvy, LLC and Cultivate, LLC, with whom we do business indirectly, through their respective business relationship with MTrac. We also do business directly with Cultivate LLC, through a three-party agreement, which includes us, MTrac and Cultivate. The following are certain transactions between the Company and the Haller Companies:
o
MTrac Agreement
o
Sky Financial & Intelligence, LLC
§
Charge Savvy, LLC
§
Cultivate, LLC
o
Haller Commissions
o
GreenBox, Cultivate and MTrac Agreement
o
Sky Mid
o
Verbal Agreement The Company did not pay any commissions to Charge Savvy or Cultivate for the three months ended March 31, 2019 and 2018.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES3 Months Ended
Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]13.
COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company has the legal proceedings:

MTrac, Global Payout, Inc. and Cultivate Technologies, LLC

America 2030 Capital Limited and Bentley Rothschild Capital Limited

RB Capital Partners, Inc.

Dahan

Withholding Suit Operating Leases The Company entered into the following operating facility lases:

Hyundai Rio Vista – On October 4, 2018, the Company entered into an operating facility lease for its corporate office located in San Diego with 38 months term and with option to renew. The lease started on October 4, 2018 and expires on October 3, 2021 The Company entered into an operating lease for corporate location on October 4, 2018. Rent expense paid under the lease agreements for the three months ended March 31, 2019 was $29,975. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the incremental borrowing rate. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use asset and operating lease liabilities of $307,531 and $309,677, respectively, as of March 31, 2019. The difference between the operating lease ROU asset and operating lease liabilities at transition represented existing deferred rent expenses and tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In accordance with ASC 842, the components of lease expense were as follows:
For the three months ended March 31, 2019
Hyundai Rio Vista, Inc.
Operating lease expense $ 2,146
Total lease expense $ 2,146 In accordance with ASC 842, maturities and operating lease liabilities as of March 31, 2019 were as follows:
For the year ended
Hyundai Rio Vista, Inc.
Undiscounted cash flows:
2019 $ 88,348
2020 110,948
2021 95,026
2022 -
2023 -
2024 -
Thereafter -
Total undiscounted cash flows 294,322
Discounted cash flows:
Lease liabilities - current 75,632
Lease liabilities - long-term 234,045
Total discounted cash flows 309,677
Difference between undiscounted and discounted cash flows $ 15,355 In accordance with ASC 842, future minimum lease payments as of March 31, 2019 were as follows:
For the year ended
Hyundai Rio Vista, Inc.
2019 $ 96,794
2020 132,601
2021 124,944
2022 -
2023 -
Thereafter -
Total $ 354,339

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS3 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events [Text Block]14.
SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure other than the following:

Formalizing the Reverse Acquisition

Product Development, Launch and Sales

Kenneth Haller and the Haller Companies / Affiliated Party Transactions

Lawsuit

Issuance of Unregistered Securities
o
On or about December 12, 2019, PubCo entered into an agreement to issue 600,000 restricted shares to a non-affiliated service provider as renumeration in lieu of cash fees, on a vesting schedule as follows: 200,000 shares vest upon each of the following milestones: the Company filing its Form 10-K for 2018, the Company filing its three interim Form 10-Qs for 2019, and the Company filing its Form 10-K for 2019.

Purchase Agreements
o
West Coast Business Capital, LLC
o
Fox Capital Group, Inc.
o
Complete Business Solutions Group, Inc.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]
Use of Estimates, Policy [Policy Text Block]Use of Estimates The preparation of financial statements in conformity with the 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.
Reclassification, Comparability Adjustment [Policy Text Block]Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flows.
Cash and Cash Equivalents, Policy [Policy Text Block]Cash, Cash Equivalents and Restricted Cash The Company’s cash, cash equivalent and Restricted cash represents the following:

Cash and cash equivalents

Restricted Cash – The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
March 31, 2019
March 31, 2018
Cash and cash equivalents $ - $ 1,088,758
Restricted cash 119,589 -
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 119,589 $ 1,088,758
Receivable [Policy Text Block]Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues continues to be payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2019 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arear strategy. While reserve and payment in arear restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total gateway balances reflected in the Company’s books represent the amount owed to the Company for processing – these are funds from transactions processed and not yet distributed.
Advertising Cost [Policy Text Block]Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $13,006 and $13,231 for the three months ended March 31, 2019 and 2018, respectively
Research and Development Expense, Policy [Policy Text Block]Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Research and development expenses were $103,922 and $57,821 for the three months ended March 31, 2019 and 2018, respectively.
Revenue [Policy Text Block]Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606. The Company recognizes revenue when 1) it is realized or realizable and earned, 2) there is persuasive evidence of an arrangement, 3) delivery and performance has occurred, 4) there is a fixed or determinable sales price, and 5) collection is reasonably assured. The Company generates revenue from payment processing services, licensing fees and equipment sales.

Payment processing revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed.

Licensing revenue is paid in advance and is recorded as unearned income, which is amortized monthly over the period of the licensing agreement.

Equipment revenue is generated from the sale of POS products, which is recognized when goods are shipped.
Property, Plant and Equipment, Policy [Policy Text Block]Property and Equipment Property and equipment are stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets, which range from three to eight years. Leasehold improvements are amortized over the shorter of the useful life of the related assets or the lease term. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period.
Fair Value Measurement, Policy [Policy Text Block]Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10:
March 31, 2019
Level 1
Level 2
Level 3
Derivative liability $ - $ 587,978
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.
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]Long-Lived Asset Impairments The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows.
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. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2019 and 2018, as there are no potential shares outstanding that would have a dilutive effect
Lessee, Leases [Policy Text Block]Leases Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof.
New Accounting Pronouncements, Policy [Policy Text Block]Recently Issued Accounting Updates In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. However, unlike prior GAAP—which required only finance (formerly capital) leases to be recognized on the balance sheet—the new ASU requires both types of leases to be recognized on the balance sheet. The ASU took effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This standard can be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which make improvements to Accounting Standards Codification (“ASC”) 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840. The adoption of ASC 842 resulted in recording an adjustment to operating lease right of use assets and operating lease liabilities of liabilities of $307,531 and $309,677, respectively as of March 31, 2019. The difference between the operating lease ROU assets and operating lease liabilities at transition represented tenant improvements, and indirect costs that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)3 Months Ended
Mar. 31, 2019
Accounting Policies [Abstract]
Schedule of Cash and Cash Equivalents [Table Text Block]The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
March 31, 2019
March 31, 2018
Cash and cash equivalents $ - $ 1,088,758
Restricted cash 119,589 -
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 119,589 $ 1,088,758
Schedule of Derivative Liabilities at Fair Value [Table Text Block]The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10:
March 31, 2019
Level 1
Level 2
Level 3
Derivative liability $ - $ 587,978

REVERSE ACQUISITION (Tables)

REVERSE ACQUISITION (Tables)3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]
Schedule of Business Acquisitions, by Acquisition [Table Text Block]The following is the purchase price allocation on April 12, 2018:
April 12, 2018
Cash and Cash Equivalents $ 752,393
Customer Accounts 83
Inventory 56,988
Security Deposits 3,990
Fixed Assets, net 17,697
Prepaid Expense 12,543
Assets Acquired 843,694
Total Consideration – Liabilities Assumed 589,078
Gain on Bargain Purchase $ 254,616

SETTLEMENT PROCESSING (Tables)

SETTLEMENT PROCESSING (Tables)3 Months Ended
Mar. 31, 2019
Settlement Processing [Abstract]
Schedule of Settlement Processing [Table Text Block]The table below shows the status of transaction settlements:
March 31, 2019
December 31, 2018
Settlement Processing Assets:
Cash held for settlements $ 119,589 $ 239,124
Cash due from gateways 781,794 291,112
Amount due from gateways and merchants – hold and fees 611,934 -
Chargeback allowances (1) - (134,638 )
Reserves (2) 1,374,890 474,224
Total before allowance for uncollectable 2,888,207 869,822
Allowance for uncollectable – hold and fees (731,523 ) -
Total – settlement processing assets $ 2,156,684 $ 869,822
Settlement Processing Liabilities:
Settlement liabilities to merchants 2,888,207 786,425
Settlement liabilities to ISOs - 107,342
Refund allowances (3) - (28,681 )
Totals $ 2,888,207 $ 865,086

CASH DUE FROM GATEWAYS (Tables)

CASH DUE FROM GATEWAYS (Tables)3 Months Ended
Mar. 31, 2019
Disclosure Text Block Supplement [Abstract]
Schedule of Other Current Assets [Table Text Block]Cash due from gateways consisted of the following:
March 31, 2019
December 31, 2018
Cash due from Gateways $ 781,794 $ 291,112
Amount due from gateways and merchants – hold and fees 611,934 -
Reserves (2) 1,374,890 474,224
Total cash due from gateways 2,768,618 765,336
Chargeback Allowances (1) - (134,637 )
Allowance of uncollectable – hold and fees (611,934 ) -
Total cash due from gateways, net $ 2,156,684 $ 630,699

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)3 Months Ended
Mar. 31, 2019
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]Property and equipment consisted of the following:
March 31, 2019
December 31, 2018
Computers $ 19,041 $ 15,285
Furniture 26,932 4,919
Kiosks 12,750 12,750
Vehicles 4,578 4,578
Total property and equipment 63,301 37,532
Less: Accumulated depreciation (9,657 ) (6,817 )
Total property and equipment, net $ 53,644 $ 30,715

PAYMENT PROCESSING LIABILITIE_2

PAYMENT PROCESSING LIABILITIES, NET (Tables)3 Months Ended
Mar. 31, 2019
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Other Current Liabilities [Table Text Block]Payment processing liabilities consisted of the following:
March 31, 2019
December 31, 2018
Settlement liabilities to merchants $ 2,888,207 $ 786,425
Settlement liabilities to ISOs - 107,342
Total processing liabilities 2,888,207 893,767
Refund allowances - (28,681 )
Total payment processing liabilities $ 2,888,207 $ 865,086

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]
Convertible Debt [Table Text Block]Convertible notes payable consisted of the following:
March 31, 2019
December 31, 2018
March 11, 2019 ($500,000) $ 500,000 $ -
December 27, 2018 ($150,000) 150,000 150,000
December 13, 2018 ($83,000) - 83,000
November 26, 2018 ($200,000) 200,000 200,000
September 27, 2018 ($53,000) - 53,000
August 6, 2018 ($253,000) - 253,000
March 15, 2018 ($300,00) - 107,500
Total convertible notes payable $ 850,000 $ 846,500

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)3 Months Ended
Mar. 31, 2019
Disclosure Text Block [Abstract]
Schedule of Derivative Instruments [Table Text Block]Derivative liability consisted of the following:
March 31, 2019
December 31, 2018
Beneficial conversion feature – convertible debt $ 587,978 $ -
Total derivative liability $ 587,978 $ -

INCOME TAXES (Tables)

INCOME TAXES (Tables)3 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]The provision for income taxes differs from the amounts computed by applying the federal statutory tax rate of 21% to earnings before income taxes, as follows:
Three Months Ended March 31,
2019
2018
Book income at statutory rate 21.00 % 21.00 %
Others 0 % -0.80 %
Change in Valuation Allowance -21.00 % -20.14 %
Effective income tax rate 0 % 0.06 %
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]Deferred tax assets and liabilities consist of the following tax-effected temporary differences:
March 31, 2019
December 31, 2018
Deferred tax assets (liabilities):
Charitable contributions $ - $ (3,700 )
Unearned revenue - (75,600 )
Depreciation - (26,300 )
Net operating loss carryforward 273,209 612,800
Total deferred tax assets, net 273,209 507,200
Valuation allowance (273,209 ) (507,300 )
Net deferred tax assets (liabilities) $ - $ (100 )

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)3 Months Ended
Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Lease, Cost [Table Text Block]In accordance with ASC 842, the components of lease expense were as follows:
For the three months ended March 31, 2019
Hyundai Rio Vista, Inc.
Operating lease expense $ 2,146
Total lease expense $ 2,146
Lessee, Operating Lease, Liability, Maturity [Table Text Block]In accordance with ASC 842, maturities and operating lease liabilities as of March 31, 2019 were as follows:
For the year ended
Hyundai Rio Vista, Inc.
Undiscounted cash flows:
2019 $ 88,348
2020 110,948
2021 95,026
2022 -
2023 -
2024 -
Thereafter -
Total undiscounted cash flows 294,322
Discounted cash flows:
Lease liabilities - current 75,632
Lease liabilities - long-term 234,045
Total discounted cash flows 309,677
Difference between undiscounted and discounted cash flows $ 15,355
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]In accordance with ASC 842, future minimum lease payments as of March 31, 2019 were as follows:
For the year ended
Hyundai Rio Vista, Inc.
2019 $ 96,794
2020 132,601
2021 124,944
2022 -
2023 -
Thereafter -
Total $ 354,339

DESCRIPTION OF BUSINESS AND B_2

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018Dec. 31, 2018
Accounting Policies [Abstract]
Cash and Cash Equivalents, at Carrying Value $ 0 $ 1,088,758 $ 45,854
Net Income (Loss) Attributable to Parent(1,300,995) $ (409,393)
Retained Earnings (Accumulated Deficit) $ (3,333,590) $ (2,032,595)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Cash and Cash Equivalents, at Carrying Value $ 0 $ 1,088,758 $ 45,854
Marketing and Advertising Expense13,006 13,231
Research and Development Expense103,922 $ 57,821
Operating Lease, Right-of-Use Asset307,531 $ 0
Operating Lease, Liability $ 309,677
Minimum [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Property, Plant and Equipment, Useful Life3 years
Maximum [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Property, Plant and Equipment, Useful Life8 years

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Cash and Cash Equivalents - USD ($)Mar. 31, 2019Dec. 31, 2018Mar. 31, 2018Dec. 31, 2017
Schedule of Cash and Cash Equivalents [Abstract]
Cash and cash equivalents $ 0 $ 45,854 $ 1,088,758
Restricted cash119,589 239,124 0
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 119,589 $ 284,978 $ 1,088,758 $ 83,353

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair ValueMar. 31, 2019USD ($)
Fair Value, Inputs, Level 1 [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items]
Derivative liability $ 0
Fair Value, Inputs, Level 3 [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items]
Derivative liability $ 587,978

REVERSE ACQUISITION (Details)

REVERSE ACQUISITION (Details)Apr. 12, 2018USD ($)
PubCo [Member]
REVERSE ACQUISITION (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets $ 843,694
PrivCo [Member]
REVERSE ACQUISITION (Details) [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets589,078
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt185,000
Debt Instrument, Face Amount $ 300,000

REVERSE ACQUISITION (Details) -

REVERSE ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition - ASAP Property Holdings [Member]Apr. 12, 2018USD ($)
Business Acquisition [Line Items]
Cash and Cash Equivalents $ 752,393
Customer Accounts83
Inventory56,988
Security Deposits3,990
Fixed Assets, net17,697
Prepaid Expense12,543
Assets Acquired843,694
Total Consideration – Liabilities Assumed589,078
Gain on Bargain Purchase $ 254,616

SETTLEMENT PROCESSING (Details)

SETTLEMENT PROCESSING (Details) - Schedule of Settlement Processing - USD ($)Mar. 31, 2019Dec. 31, 2018
Settlement Processing Assets:
Cash held for settlements $ 119,589 $ 239,124
Cash due from gateways781,794 291,112
Amount due from gateways and merchants – hold and fees611,934 0
Chargeback allowances[1]0 (134,638)
Reserves[2]1,374,890 474,224
Total before allowance for uncollectable2,888,207 869,822
Allowance for uncollectable – hold and fees(731,523)0
Total – settlement processing assets2,156,684 869,822
Settlement Processing Liabilities:
Settlement liabilities2,888,207 893,767
Refund allowances[3]0 (28,681)
Totals2,888,207 865,086
Settlement liabilities to merchants [Member]
Settlement Processing Liabilities:
Settlement liabilities2,888,207 786,425
Settlement liabilities to ISOs [Member]
Settlement Processing Liabilities:
Settlement liabilities $ 0 $ 107,342
[1]During 2018, the Company absorbed all chargeback costs as a cost of services provided - essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance.
[2]Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire.
[3]The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company's proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances.

CASH DUE FROM GATEWAYS (Details

CASH DUE FROM GATEWAYS (Details) - Schedule of Other Current Assets - USD ($)Mar. 31, 2019Dec. 31, 2018
Schedule of Other Current Assets [Abstract]
Cash due from Gateways $ 781,794 $ 291,112
Amount due from gateways and merchants – hold and fees611,934 0
Reserves[1]1,374,890 474,224
Total cash due from gateways2,768,618 765,336
Chargeback Allowances (1)[2]0 (134,638)
Allowance of uncollectable – hold and fees[2](611,934)0
Total cash due from gateways, net $ 2,156,684 $ 630,699
[1]Reserves are essentially an escrow fund that protects a gateway/card issuer from financial losses. In the Reserve, funds are held until chargeback time limits expire.
[2]During 2018, the Company absorbed all chargeback costs as a cost of services provided - essentially a sales promotion tool to onboard customers in 2018. The Chargeback Allowance shown in the table above reflects our estimate of potential chargebacks that are likely to be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox is owed from the Gateways we use in our proprietary ecosystem. In 2019, the actual dollar amount of chargebacks will be reconciled with our allowance.

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation $ 2,840 $ 863

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details) - Schedule of Equipment - USD ($)Mar. 31, 2019Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross $ 63,301 $ 37,532
Less: Accumulated Depreciation(9,657)(6,817)
Total Fixed Assets (net)53,644 30,715
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross19,041 15,285
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross26,932 4,919
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross12,750 12,750
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross $ 4,578 $ 4,578

PAYMENT PROCESSING LIABILITIE_3

PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities - USD ($)Mar. 31, 2019Dec. 31, 2018
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items]
Settlement liabilities $ 2,888,207 $ 893,767
Refund allowances[1]0 (28,681)
Total payment processing liabilities2,888,207 865,086
Settlement liabilities to merchants [Member]
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items]
Settlement liabilities2,888,207 786,425
Settlement liabilities to ISOs [Member]
PAYMENT PROCESSING LIABILITIES, NET (Details) - Other Current Liabilities [Line Items]
Settlement liabilities $ 0 $ 107,342
[1]The Refund Allowance shown in the table above reflects our estimate of potential refunds that may be realized in 2019, which are connected to sales transactions that occurred in 2018. The allowance decreases the amount that GreenBox owes to Merchants using the Company's proprietary ecosystem. In 2019, the actual dollar amount of refunds with be reconciled with allowances.

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details) - USD ($)Jan. 28, 2020Dec. 11, 2019Oct. 16, 2019Aug. 14, 2019Jun. 27, 2019Mar. 13, 2019Mar. 11, 2019Jan. 30, 2019Dec. 27, 2018Dec. 13, 2018Nov. 26, 2018Oct. 23, 2018Sep. 27, 2018Aug. 06, 2018Jun. 08, 2018Mar. 31, 2019Mar. 31, 2018Jan. 22, 2020Dec. 31, 2018Jul. 30, 2018Apr. 12, 2018Mar. 15, 2018
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 5,700,000
Debt Instrument, Interest Rate, Stated Percentage5.85%
Proceeds from Convertible Debt $ 375,000 $ 375,000
Debt Discount Rate on Shares50.00%
Debt Conversion, Converted Instrument, Shares Issued (in Shares)2,307,692
Securities Purchase Agreement, Maximum $ 1,500,000
Debt Conversion, Original Debt, Amount $ 150,000
Convertible Debt [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 300,000
Debt Instrument, Interest Rate, Stated Percentage12.00%
Convertible Debt $ 107,500
Debt Conversion, Converted Instrument, Shares Issued (in Shares)7,500,000 440,476
Debt Instrument, Convertible, Conversion Price (in Dollars per share) $ 0.001
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt $ 185,000
Debt Conversion, Original Debt, Amount $ 7,500 $ 185,000
Interest Payable $ 15,880
Repayments of Notes Payable $ 126,092
Vista $500K Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 500,000
Debt Instrument, Maturity DateFeb. 29,
2020
Jan. 15,
2020
Nov. 6,
2019
Oct. 6,
2019
Debt Instrument, Interest Rate, Stated Percentage8.00%
Debt Instrument, Unamortized Discount $ 125,000
Proceeds from Convertible Debt $ 375,000
Stock Issued During Period, Shares, Other (in Shares)25
Warrants and Rights Outstanding, Term4 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)125,000
Debt Instrument, Convertible, Terms of Conversion Featurethe conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”)
Convertible Debt $ 482,856 $ 487,858 $ 464,625 $ 634,213
Debt Instrument, Periodic Payment20,000 $ 10,000
Debt Instrument, Periodic Payment, Principal $ 5,000
Saskatchewan Ltd $150K Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 150,000
Debt Instrument, Interest Rate, Stated Percentage12.00%
Debt Instrument, Convertible, Terms of Conversion FeatureThe note includes a conversion feature where, beginning six months after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and any accrued interest balance into shares of PubCo’s common stock at a discounted rate of 50%.
Debt Discount Rate on Shares50.00%
Debt Conversion, Converted Instrument, Shares Issued (in Shares)2,307,692
PULG $235K Note [Member[
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 253,000
Debt Instrument, Interest Rate, Stated Percentage10.00%
Proceeds from Convertible Debt $ 250,000
Debt Instrument, Convertible, Terms of Conversion FeatureThe note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%.
Payments of Debt Issuance Costs $ 3,000
Debt, Prepayment Penalty $ 93,333
PULG $53K Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 53,000
Debt Instrument, Interest Rate, Stated Percentage10.00%
Proceeds from Convertible Debt $ 50,000
Debt Instrument, Convertible, Terms of Conversion FeatureThe note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock at a discounted rate of 65%.
Payments of Debt Issuance Costs $ 3,000
Debt, Prepayment Penalty19,378
PULG $83K Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 83,000
Debt Instrument, Interest Rate, Stated Percentage10.00%
Proceeds from Convertible Debt $ 80,000
Debt Instrument, Convertible, Terms of Conversion FeatureThe note includes a conversion feature where, beginning 180 days after the issuance date, at which time the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the PubCo’s common stock at a discounted rate of 65%.
Payments of Debt Issuance Costs $ 3,000
Debt, Prepayment Penalty $ 17,005
RB Cap $200K Note [Member]
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount $ 200,000
Debt Instrument, Interest Rate, Stated Percentage12.00%
Debt Instrument, Convertible, Terms of Conversion FeatureRB Cap may elect to convert the note at any time from six months from the date of issuance at a fixed price per share of $4.50.

CONVERTIBLE NOTES PAYABLE (De_2

CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt - Convertible Debt [Member] - USD ($)Mar. 31, 2019Dec. 31, 2018
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable $ 850,000 $ 846,500
Debt Date March 11, 2019 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable500,000 0
Debt Date December 27, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable150,000 150,000
Debt Date December 13, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable0 83,000
Debt Date November 26, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable200,000 200,000
Debt Date September 27, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable0 53,000
Debt Date August 6, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable0 253,000
Debt Date March 15, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Line Items]
Convertible notes payable $ 0 $ 107,500

CONVERTIBLE NOTES PAYABLE (De_3

CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) - Convertible Debt [Member] - USD ($)3 Months Ended12 Months Ended
Mar. 31, 2019Dec. 31, 2018
Debt Date March 11, 2019 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items]
DueOct. 6,
2019
Interest per annum8.00%
Principal $ 500,000
DateMar. 11,
2019
Debt Date December 27, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items]
DueDec. 12,
2019
Dec. 12,
2019
Interest per annum12.00%12.00%
Principal $ 150,000 $ 150,000
DateDec. 27,
2018
Dec. 27,
2018
Debt Date December 13, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items]
DueDec. 13,
2019
Interest per annum10.00%
Principal $ 83,000
DateDec. 13,
2018
Debt Date November 26, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items]
DueNov. 26,
2019
Nov. 26,
2019
Interest per annum12.00%12.00%
Principal $ 200,000
DateNov. 26,
2018
Debt Date September 27, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items]
DueSep. 27,
2019
Interest per annum10.00%
Principal $ 53,000
DateSep. 27,
2018
Debt Date August 6, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items]
DueAug. 6,
2019
Interest per annum10.00%
Principal $ 253,000
DateAug. 6,
2018
Debt Date March 15, 2018 [Member]
CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt (Parentheticals) [Line Items]
DueMar. 15,
2019
Interest per annum12.00%
Principal $ 300,000
DateMar. 15,
2018

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - Convertible Debt [Member]Mar. 11, 2019USD ($)shares
DERIVATIVE LIABILITY (Details) [Line Items]
Debt Instrument, Face Amount $ 500,000
Debt Instrument, Maturity DateOct. 6,
2019
Debt Instrument, Interest Rate, Stated Percentage8.00%
Debt Instrument, Unamortized Discount $ 125,000
Proceeds from Convertible Debt $ 375,000
Stock Issued During Period, Shares, Other (in Shares) | shares25
Warrants and Rights Outstanding, Term4 years
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares125,000
Debt Instrument, Convertible, Terms of Conversion Featurethe conversion price shall become equal to a 65% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 130% (the “Default Provision”)

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - Schedule of Derivative Instruments - USD ($)Mar. 31, 2019Dec. 31, 2018
Schedule of Derivative Instruments [Abstract]
Beneficial conversion feature – convertible debt $ 587,978 $ 0
Total derivative liability $ 587,978 $ 0

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions3 Months Ended12 Months Ended
Mar. 31, 2019Dec. 31, 2018
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent21.00%21.00%
Deferred Tax Assets, Operating Loss Carryforwards, State and Local $ 1.5
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration $ 1.5

INCOME TAXES (Details) - Sched

INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation3 Months Ended12 Months Ended
Mar. 31, 2019Dec. 31, 2018
Schedule of Effective Income Tax Rate Reconciliation [Abstract]
Book Income at Statutory Rates21.00%21.00%
Other0.00%(0.80%)
Change in Valuation Allowance(21.00%)(20.14%)
Effective Income Tax Rate0.00%0.06%

INCOME TAXES (Details) - Sch_2

INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)Mar. 31, 2019Dec. 31, 2018
Deferred tax assets (liabilities):
Charitable Contributions $ 0 $ (3,700)
Unearned Revenue0 (75,600)
Depreciation0 (26,300)
Net Operating Loss Carryforward273,209 612,800
Net deferred tax assets before valuation allowance273,209 507,200
Valuation Allowance(273,209)(507,300)
Net deferred tax assets (liabilities) $ 0 $ (100)

EQUITY TRANSACTIONS (Details)

EQUITY TRANSACTIONS (Details)Aug. 14, 2019USD ($)sharesJun. 18, 2019$ / sharessharesMay 10, 2019sharesJan. 04, 2019sharesDec. 27, 2018USD ($)sharesMar. 31, 2018USD ($)
EQUITY TRANSACTIONS (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services10,000
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture850,000
Number of Employees9
Shares Issued, Price Per Share (in Dollars per share) | $ / shares $ 0.10
Debt Conversion, Converted Instrument, Shares Issued2,307,692
Debt Conversion, Original Debt, Amount (in Dollars) | $ $ 150,000
Debt Discount Rate on Shares50.00%
Stock Issued During Period, Shares, New Issues1,085,000 1,000,000
Stock Issued During Period, Value, New Issues (in Dollars) | $ $ 150,000 $ 751,114
Stock Issued for Services #1 [Member]
EQUITY TRANSACTIONS (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services50,000
Stock Issued for Services #2 [Member]
EQUITY TRANSACTIONS (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services35,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)Jun. 18, 2019Aug. 01, 2018Jul. 30, 2018Feb. 19, 2018Nov. 30, 2018Oct. 31, 2018Aug. 31, 2018Jul. 31, 2018Jun. 30, 2018Jan. 31, 2018Dec. 31, 2019Sep. 30, 2019Jun. 30, 2019Mar. 31, 2019Dec. 31, 2019Dec. 31, 2018Nov. 26, 2018Aug. 20, 2018
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Commission, Percentage10.00%
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares)850,000
Equity Method Investment, Ownership Percentage100.00%
Debt Instrument, Face Amount $ 5,700,000
Debt Instrument, Interest Rate, Stated Percentage5.85%
Debt Instrument, Term10 years
Debt Instrument, Collateral1,600,000
Debt Instrument, Collateral Amount $ 2,144,000
PrivCo [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent4.00%
Monthly Consulting Fee [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 10,000
Development and Testing Manger [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares)160,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture $ 16,000
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold $ 96,000
Risk Analyst [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares)110,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture $ 11,000
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold92,000
Affiliated Entity [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Equity Method Investment, Ownership Percentage100.00%
Related Party Transaction, Amounts of Transaction55,365
Stock Issued During Period, Shares, Other (in Shares)6,000,000
Debt Instrument, Face Amount $ 300,000 $ 200,000
Affiliated Entity [Member] | Consulting Fees [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction30,000 $ 1,830 $ 30,000
Affiliated Entity [Member] | Travel and Relocation Expense Reimbursement [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 23,365
Affiliated Entity [Member] | Subsequent Event [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 124,150 $ 3,000
Affiliated Entity [Member] | Subsequent Event [Member] | Consulting Fees [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction50,000 $ 36,667 $ 30,000
Affiliated Entity [Member] | Subsequent Event [Member] | Travel and Relocation Expense Reimbursement [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 74,150
Employee [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Description of TransactionPouya Moghavem, an employee since August 1, 2018, owns 25% of IPX Referral Payments, LLC (“IPX”). In addition to the $5,000 monthly salary we pay Moghavem, the Company entered into a Referral Agreement with IPX wherein the Company agreed to compensate IPX for referrals, which subsequently become the Company’s customer. For the three months ended March 31, 2019 and 2018, IPX did not earn any commissions. Additionally, in or about October 2018, IPX provided GreenBox with a merchant trust account in Mexico through Affinitas Bank, one of the Gateways that process payment transactions on the Company’s behalf. The Company did not pay IPX for this service, however, IPX reported that Affinitas paid IPX approximately $1,830.
Officer [Member] | Haller Commissions [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 321 $ 8,396 $ 210
Management [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Other Commitments, DescriptionAs part of Haller’s remuneration, the Company and Haller have a verbal agreement for Haller to be issued approximately 14 to 18 million shares of the Company’s stock. While a formalized remuneration agreement has not yet been executed as of February 3, 2020, the Company does not foresee the issuance to be dilutive, as PrivCo will likely surrender an equal number of shares to PubCo, as a means of compensating PubCo for the issuance.
Charge Savvy [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Description of TransactionSky owns 68.4% of Charge Savvy, LLC (“Charge Savvy”), an Illinois limited liability company. Haller serves as one of three Managing Members of Charge Savvy, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). It is through Charge Savvy, that the Haller Network is most visible as part of our operations, as Charge Savvy is the ISO through which revenue generated from Haller Network Agents is processed, under a contract between Sky and MTrac, who in turn, has a contract with us. The three managing members of Charge Savvy own the same percentages of Cultivate (see below), as they do Charge Savvy.
Cultivate [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Description of TransactionSky owns 68.4% of Cultivate, LLC (“Cultivate”), an Illinois limited liability company, and serves as one of three Managing Members, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). When Cultivate was first formed, it was the licensor of certain proprietary point of sale software, retail point of sale operations, and complementary support of Cultivate’s software and related hardware for on-site credit and debit card processing. Subsequently, Cultivate the entity became exclusively a software provider, ceasing all service and support operations. Eventually certain beneficial aspects of the Cultivate software functionality were integrated into QuickCard, then upgraded and replaced with certain updates.

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)Oct. 31, 2018Mar. 31, 2019Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Loss Contingency, Damages SoughtOn or about October 31, 2018, Nisan and Errez received constitutive notice, regarding arbitration against Nisan, Errez, PrivCo and possibly PubCo, from Bentley Rothschild Capital Limited ("Bentley") and America 2030 Capital Limited (“America 2030”), both located in Nevis, West Indies, and both claiming breach of contract by Nisan and Errez of Nisan and Errez’s respective individual Master Loan Agreements (see Note 7 – Related Party Transactions above) and seeking forfeiture of 1,600,000 PubCo shares that PrivCo had transferred, on or about August 1, 2018, from PrivCo’s Control Shares under the terms of the MLAs. To date, only informal conversational proceedings have ensued.
Operating Leases, Rent Expense $ 29,975
Operating Lease, Right-of-Use Asset307,531 $ 0
Operating Lease, Liability $ 309,677

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details) - Lease, Cost - USD ($)3 Months Ended
Mar. 31, 2019Mar. 31, 2018
Lease, Cost [Abstract]
Operating lease expense $ 2,146
Total lease expense $ 2,146 $ 0

COMMITMENTS AND CONTINGENCIES_4

COMMITMENTS AND CONTINGENCIES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)Mar. 31, 2019Dec. 31, 2018
Lessee, Operating Lease, Liability, Maturity [Abstract]
2019 $ 88,348
2020110,948
202195,026
20220
20230
20240
Thereafter0
Total undiscounted cash flows294,322
Discounted cash flows:
Lease liabilities - current75,632 $ 0
Lease liabilities - long-term234,045 $ 0
Total discounted cash flows309,677
Difference between undiscounted and discounted cash flows $ 15,355

COMMITMENTS AND CONTINGENCIES_5

COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating LeasesMar. 31, 2019USD ($)
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract]
2019 $ 96,794
2020132,601
2021124,944
20220
20230
Thereafter0
Total $ 354,339

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)Dec. 09, 2019Dec. 05, 2019Nov. 12, 2019Aug. 14, 2019May 10, 2019Mar. 13, 2019Nov. 30, 2018Oct. 31, 2018Dec. 31, 2019Sep. 30, 2019Jun. 30, 2019Mar. 31, 2019Dec. 31, 2019Dec. 31, 2018Aug. 31, 2019Dec. 31, 2019Nov. 26, 2018Jul. 30, 2018Jan. 31, 2018
SUBSEQUENT EVENTS (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares)10,000
Debt Instrument, Face Amount $ 5,700,000
Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Stock Vesting Schedule, DescriptionPubCo issued the following securities that were not registered under the Securities Act. Except where noted, all the securities stated below were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. o On or about December 12, 2019, PubCo entered into an agreement to issue 600,000 restricted shares to a non-affiliated service provider as renumeration in lieu of cash fees, on a vesting schedule as follows: 200,000 shares vest upon each of the following milestones: the Company filing its Form 10-K for 2018, the Company filing its three interim Form 10-Qs for 2019, and the Company filing its Form 10-K for 2019. ● Purchase Agreements – The Company entered into the following purchase agreements: o West Coast Business Capital, LLC – On or about November 12, 2019, PubCo entered into a Purchase Agreement with West Coast Business Capital, LLC (“West Coast”). Under the terms of the Purchase Agreement, we agreed to sell West Coast $596,000 of future incoming cashflow from the GreenBox Business, to be delivered to West Coast in daily installments of $5,960, for $400,000, from which $16,000 in fees was deducted, providing us with net cash of $384,000. For accounting purposes, we recorded this transaction as a loan of $400,000, with interest of $196,000, which will be repaid over the following four months. Both Nisan and Errez, individually, signed personal guarantees for this Purchase Agreement. o Fox Capital Group, Inc. – On or about December 5, 2019, PubCo entered into a Secured Merchant Agreement with Fox Capital Group, Inc. (“Fox”). Under the terms of the Secured Merchant Agreement, we agreed to sell Fox $366,000 of future incoming cashflow from the GreenBox Business, to be delivered to Fox in daily installments of $4,073.33, for $260,000, from which $26,000 in fees was deducted, providing us with net cash of $234,000. For accounting purposes, we recorded this transaction as a loan of $260,000, with interest of $106,000, which will be repaid over the following four months. Both Nisan and Errez, individually, signed personal guarantees for this Secured Merchant Agreement. o Complete Business Solutions Group, Inc. – On or about December 9, 2019, PubCo entered into an Agreement for the Purchase and Sale of Future Receivables (the “Purchase and Sale Agreement”) with Complete Business Solutions Group Inc, (“CBSG”).
Stock Issued During Period, Shares, Issued for Services (in Shares)600,000
West Coast Purchase Agreement [Member] | Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Face Amount $ 596,000
Debt Instrument, Frequency of Periodic Paymentdaily
Debt Instrument, Periodic Payment $ 5,960
Debt Instrument, Fee$16,000
Proceeds from Sale and Collection of Finance Receivables $ 384,000
Notes Payable400,000
Interest Payable $ 196,000
Fox Capital Group Secured Merchant Agreement [Member] | Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Face Amount $ 366,000
Debt Instrument, Frequency of Periodic Paymentdaily
Debt Instrument, Periodic Payment $ 4,073.33
Notes Payable260,000
Interest Payable106,000
Debt Instrument, Fee Amount26,000
Proceeds from Collection of Finance Receivables $ 234,000
Complete Business Solutions Sale of Future Receivables [Member] | Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Face Amount $ 240,000
Debt Instrument, Frequency of Periodic Paymentweekly
Debt Instrument, Periodic Payment $ 16,000
Proceeds from Sale and Collection of Finance Receivables19,965
Notes Payable200,000
Interest Payable40,000
Debt Instrument, Fee Amount $ 35
Affiliated Entity [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Amount of Annual Processing Capable $ 1,000,000,000
Related Party Transaction, Amounts of Transaction $ 55,365
Debt Instrument, Face Amount $ 200,000 $ 300,000
Affiliated Entity [Member] | Consulting Fees [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction30,000 $ 1,830 $ 30,000
Affiliated Entity [Member] | Travel and Relocation Expense Reimbursement [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 23,365
Affiliated Entity [Member] | Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 124,150 $ 3,000
Affiliated Entity [Member] | Subsequent Event [Member] | Consulting Fees [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction50,000 $ 36,667 $ 30,000
Affiliated Entity [Member] | Subsequent Event [Member] | Travel and Relocation Expense Reimbursement [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 74,150
Affiliated Entity [Member] | Monthly Consulting Fee [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 16,667 $ 10,000
Affiliated Entity [Member] | Amount of Facilitated Payments by Related Party [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 184,056
Affiliated Entity [Member] | Amount of Facilitated Payments by Related Party [Member] | Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 1,397,822
Affiliated Entity [Member] | Purchase of Equipment [Member] | Subsequent Event [Member]
SUBSEQUENT EVENTS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction $ 16,000 $ 22,450