Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 08, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BLACKSTAR ENTERPRISE GROUP, INC. | |
Entity Central Index Key | 0001483646 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 53,853,443 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 000-55730 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Shell Company | false |
CONSOLIDATED AND CONDENSED BALA
CONSOLIDATED AND CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 6,319 | |
Prepaid interest | 3,782 | |
Total Current assets | 3,782 | 6,319 |
Fixed assets | ||
Furniture and equipment | 1,659 | 1,659 |
Accumulated depreciation | (1,659) | (1,359) |
Total fixed assets | 300 | |
Total Assets | 3,782 | 6,619 |
Current liabilities | ||
Accounts payable | 58,838 | 16,834 |
Bank overdraft | 759 | |
Accrued payables | 10,335 | 383 |
Advances Related parties | 23,360 | 12,882 |
Convertible note payable | 137,000 | 53,000 |
Notes payable | 30,000 | |
Loan payable - related party | 18,500 | 18,500 |
Total current liabilities | 278,792 | 101,599 |
Stockholders' Equity | ||
Preferred stock, 10,000,000 shares authorized with $0.001 par value. 1,000,000 shares issued outstanding respectively | 1,000 | 1,000 |
Common stock, 200,000,000 shares authorized with $0.001 par value. 52,000,000 issued and outstanding at each period respectively | 52,160 | 52,000 |
Additional paid in capital | 1,965,193 | 1,890,353 |
Additional paid in capital - warrants | 1,562,593 | 1,430,000 |
APIC - debt discount portion of convertible note | 163,000 | 53,000 |
Accumulated deficit | (4,018,956) | (3,521,333) |
Total Stockholders' Equity (Deficit) | (275,010) | (94,980) |
Total Liabilities and Stockholders' Equity | $ 3,782 | $ 6,619 |
CONSOLIDATED AND CONDENSED BA_2
CONSOLIDATED AND CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Jun. 26, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |
Common stock, par value per share | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 52,000,000 | 52,000,000 | |
Common stock, shares outstanding | 52,000,000 | 52,000,000 | 52,000,000 |
CONSOLIDATED AND CONDENSED STAT
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
Cost of revenues | ||||
GROSS PROFIT | ||||
Operating Expenses: | ||||
Depreciation | 138 | 300 | 415 | |
Computer programming | 1,000 | 5,000 | ||
Management consulting | 16,400 | 791 | 72,830 | 79,266 |
Filing fees | 2,000 | 1,000 | 3,722 | 4,455 |
Legal and professional | 2,350 | 20,165 | 89,257 | 53,615 |
Registration expense | 6,500 | 13,130 | 7,901 | |
Transfer agent | 301 | 1,587 | 6,199 | 6,121 |
General and administrative | 1,000 | 1,404 | 3,422 | 4,001 |
Total operating expenses | 28,551 | 25,085 | 189,860 | 160,774 |
Income (loss) from operations | (28,551) | (25,085) | (189,860) | (160,774) |
Other income (expense) | ||||
Convertible note expense | (110,000) | |||
Warrant expense | (132,593) | |||
Interest income (expense) | (10,069) | (65,170) | ||
Other income (expense) net | (10,069) | (307,763) | ||
Income (loss) before provision for income taxes | (38,620) | (25,085) | (497,623) | (160,774) |
Provision (credit) for income tax | ||||
Net income (loss) | $ (38,620) | $ (25,085) | $ (497,623) | $ (160,774) |
Net income (loss) per share | ||||
(Basic and fully diluted) | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding | 52,000,000 | 52,000,000 | 52,000,000 | 52,000,000 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDER’S DEFICIT - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Subscriptions Capital [Member] | Stock Accumulated Received [Member] | Stockholders' Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 52,000 | $ 1,000 | $ 3,155,353 | $ 60,000 | $ (3,109,953) | $ 158,400 |
Balance, shares at Dec. 31, 2017 | 52,000,000 | 1,000,000 | ||||
Subscriptions received | 105,000 | 105,000 | ||||
Net loss for the period | (111,677) | (111,677) | ||||
Balance at Mar. 31, 2018 | $ 52,000 | $ 1,000 | 3,155,353 | 165,000 | (3,221,630) | 151,723 |
Balance, shares at Mar. 31, 2018 | 52,000,000 | 1,000,000 | ||||
Balance at Dec. 31, 2017 | $ 52,000 | $ 1,000 | 3,155,353 | 60,000 | (3,109,953) | 158,400 |
Balance, shares at Dec. 31, 2017 | 52,000,000 | 1,000,000 | ||||
Net loss for the period | (160,774) | |||||
Balance at Sep. 30, 2018 | $ 52,000 | $ 1,000 | 3,320,353 | (3,270,727) | 102,626 | |
Balance, shares at Sep. 30, 2018 | 52,000,000 | 1,000,000 | ||||
Balance at Mar. 31, 2018 | $ 52,000 | $ 1,000 | 3,155,353 | 165,000 | (3,221,630) | 151,723 |
Balance, shares at Mar. 31, 2018 | 52,000,000 | 1,000,000 | ||||
Stock issued for subscriptions | $ 330 | 164,670 | (165,000) | |||
Stock issued for subscriptions, shares | 330,000 | |||||
Shares cancelled | $ (330) | 330 | ||||
Shares cancelled, shares | (330,000) | |||||
Warrants exercised | $ 16,370 | (16,370) | ||||
Warrants exercised, shares | 16,370,370 | |||||
Shares cancelled | $ (16,370) | 16,370 | ||||
Shares cancelled, shares | (16,370,370) | |||||
Net loss for the period | (24,012) | (24,012) | ||||
Balance at Jun. 30, 2018 | $ 52,000 | $ 1,000 | 3,320,353 | (3,245,642) | 127,711 | |
Balance, shares at Jun. 30, 2018 | 52,000,000 | 1,000,000 | ||||
Net loss for the period | (25,085) | (25,085) | ||||
Balance at Sep. 30, 2018 | $ 52,000 | $ 1,000 | 3,320,353 | (3,270,727) | 102,626 | |
Balance, shares at Sep. 30, 2018 | 52,000,000 | 1,000,000 | ||||
Debt discount | 53,000 | 53,000 | ||||
Net loss for the period | (250,606) | (250,606) | ||||
Balance at Dec. 31, 2018 | $ 52,000 | $ 1,000 | 3,373,353 | (3,521,333) | (94,980) | |
Balance, shares at Dec. 31, 2018 | 52,000,000 | 1,000,000 | ||||
Net loss for the period | (16,114) | (16,114) | ||||
Balance at Mar. 31, 2019 | $ 52,000 | $ 1,000 | 3,373,353 | (3,537,447) | (111,094) | |
Balance, shares at Mar. 31, 2019 | 52,000,000 | 1,000,000 | ||||
Balance at Dec. 31, 2018 | $ 52,000 | $ 1,000 | 3,373,353 | (3,521,333) | (94,980) | |
Balance, shares at Dec. 31, 2018 | 52,000,000 | 1,000,000 | ||||
Net loss for the period | (497,623) | |||||
Balance at Sep. 30, 2019 | $ 52,160 | $ 1,000 | 3,690,786 | (4,018,956) | (275,010) | |
Balance, shares at Sep. 30, 2019 | 52,160,000 | 1,000,000 | ||||
Balance at Mar. 31, 2019 | $ 52,000 | $ 1,000 | 3,373,353 | (3,537,447) | (111,094) | |
Balance, shares at Mar. 31, 2019 | 52,000,000 | 1,000,000 | ||||
Shares issued for interest on loans | $ 150 | 48,850 | 49,000 | |||
Shares issued for interest on loans, shares | 150,000 | |||||
Shares issued for conversion | $ 140 | 15,860 | 16,000 | |||
Shares issued for conversion, shares | 139,891 | |||||
Shares cancelled | $ (290) | 290 | ||||
Shares cancelled, shares | (289,891) | |||||
Paid in Capital - Warrants | 132,593 | 132,593 | ||||
Paid in Capital - Convertible note | 110,000 | 110,000 | ||||
Net loss for the period | (442,889) | (442,889) | ||||
Balance at Jun. 30, 2019 | $ 52,000 | $ 1,000 | 3,680,946 | (3,980,336) | (246,390) | |
Balance, shares at Jun. 30, 2019 | 52,000,000 | 1,000,000 | ||||
Shares issued for conversion | $ 160 | 9,840 | 10,000 | |||
Shares issued for conversion, shares | 160,000 | |||||
Net loss for the period | (38,620) | (38,620) | ||||
Balance at Sep. 30, 2019 | $ 52,160 | $ 1,000 | $ 3,690,786 | $ (4,018,956) | $ (275,010) | |
Balance, shares at Sep. 30, 2019 | 52,160,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (497,623) | $ (160,774) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 300 | 415 |
Convertible note discount | 110,000 | |
Warrant expense | 132,593 | |
Changes in operating assets and liabilities | ||
Increase/(Decrease) in accounts payable | 42,763 | 15,873 |
Increase/(Decrease) in accrued payables | 9,952 | |
Increase in advances payable - related parties | 5,066 | |
Increase in prepaid interest | (3,782) | |
NET CASH USED IN OPERATING ACTIVITIES | (205,797) | (139,420) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
NET CASH USED IN INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sales of common stock | 75,000 | 165,000 |
Common stock subscribed | (60,000) | |
Increase in notes payable | 114,000 | |
Increase in advances - related parties | 10,478 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 199,478 | 105,000 |
Net Increase (Decrease) In Cash | (6,319) | (32,533) |
Cash At The Beginning Of The Period | 6,319 | 34,454 |
Cash At The End Of The Period | 1,921 | |
Supplemental Disclosure | ||
Cash paid for interest | 10,000 | |
Cash paid for taxes | ||
Schedule of non-cash investing and financing activity | ||
Note payable converted to common stock | $ 26,000 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2019 | |
Nature Of Operations And Basis Of Presentation | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION BlackStar Enterprise Group, Inc. (the Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007 as NPI08, Inc. (“NPI08”). In January 2010, NPI08 acquired an ownership interest in Black Star Energy Group, Inc., a Colorado Corporation. BlackStar Energy then merged into NPI08, with NPI08 being the surviving entity. Concurrently, NPI08 changed its name to BlackStar Energy Group, Inc. On January 25, 2016, International Hedge Group, Inc. signed an agreement to acquire a 95% interest in the Company. The name was changed to BlackStar Enterprise Group, Inc. in August of 2016. The Company is a Delaware corporation organized for the purpose of engaging in any lawful business. The Company intends to act as a merchant banking firm seeking to facilitate venture capital to early stage revenue companies. BlackStar intends to offer consulting and regulatory compliance services to crypto-equity companies and blockchain entrepreneurs for securities, tax, and commodity issues. BlackStar is conducting ongoing analysis for opportunities in involvement in crypto-related ventures through a wholly-owned subsidiary, Crypto Equity Management Corp (“CEMC”). BlackStar intends to serve businesses in their early corporate lifecycles and may provide funding in the forms of ventures in which they control the venture until divestiture or spin-off by developing the businesses with capital. The Company currently trades on the OTC QB under the symbol “BEGI”. The Company’s fiscal year end is December 31 st Basis of presentation – Unaudited Financial Statements The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the nine months ended September 30, 2019 and the year ended December 31, 2018, the Company has generated no revenues and has incurred substantial losses. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation of the Company as a going concern is dependent upon its ability to raise equity and/or debt financing, and the attainment of profitable operations from the Company's planned business. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2019 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. Revenue recognition In order to comply with the newly issued requirements of ASC 606 the Company acknowledges that the lack of revenue precludes any definitive statement until revenues are being generated and the Company is able to determine exactly which standards are required to be reported. Basic and Diluted Loss per Share The Company computes loss per share in accordance with Accounting Standards Update (“ASU”), Earnings per Share (Topic 260) Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to deferred tax asset. Blackstar Enterprise Group establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair value of Financial Instruments The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities. Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. Recent pronouncements Management has evaluated accounting standards and interpretations issued but not yet effective as of November 6, 2019 and, does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT During the quarter ended September 30, 2016, the Company purchased certain office equipment for a total of $1,659. This equipment is being depreciated over a three-year life and the Company has recorded a depreciation expense of $0 for the current period. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 9 Months Ended |
Sep. 30, 2019 | |
Note Receivable | |
NOTE RECEIVABLE | NOTE 5 – NOTE RECEIVABLE During the month of October 2016, the Company identified a target company in which management felt it would be beneficial to invest. The target company was looking for an aggregate investment of $2,500,000, of which the Company agreed to provide $500,000 and provide assistance in raising the remaining $2,000,000. The terms of this investment are the note shall bear an interest rate of 12% and the lender (Company) shall receive 2 shares of Series B Convertible Preferred stock for each one dollar ($1.00) loaned to the target company. Payments on the note shall commence at such time the target company is generating gross revenues. The payment shall consist of 15% of the gross revenues ratably apportioned among the then existing note holders. Said payments to be applied first to accrued interest and then to the outstanding principal. Notwithstanding the aforementioned payment schedule the entire note becomes due and payable on February 1, 2019. Commencing not later than February 1, 2019, the target company shall pay a 15% dividend to the holders of the Series B Convertible Preferred stock until such time as each holder of the Series B Convertible Preferred stock has received an amount equivalent to their original loan. At such time the Series B Convertible Preferred stock shall be converted into common stock of the target company at the rate of one share of common stock for each share of Convertible stock. During the month of January 2017, the Company advanced the second tranche of these funds. On September 27, 2017, the Company entered into an Agreement to Settle Debt (the “Agreement”) with International Hedge Group, Inc. (“IHG”). the majority stockholder of the Company. Under the Agreement, IHG agreed to compromise and settle the Principal Amount under the verbal working capital loan agreement of BEGI, as of November 2016, in the amount of $400,000, by assignment, without recourse, of the MeshWorks Media Corp, Promissory Notes together with all collateral agreements. Upon signing of the Agreement, a promissory note was delivered for the difference from IHG to BEGI in the amount of $145,000 for BEGI return of principal of $100,000 and all of the accrued interest to date under the MeshWorks Media Corp. notes, payable in twelve months with interest of 1% per quarter on the last day of each quarter until paid. The assignment of the MeshWorks Media Corp. Promissory Note and the note from IHG to BEGI in the amount of $145,000 is full and complete payment and consideration for the transaction referenced hereinabove. A copy of the Agreement is available from the Company or by accessing the form 8-K filed by the Company with the Securities and Exchange Commission on September 27, 2017. During the quarter ended December 31, 2018, the Company requested documentation relating to the collectability of the $145,000 note from International Hedge Group, Inc. (IHG). IHG responded that since their ability to pay this note was connected to their ability to collect the monies owed them by MeshWorks Media Corp they could not provide a definite date by which the note could be redeemed. Consequently, management has deemed it necessary to record a 100% impairment of the note and writing down the full value of the note in the quarter cited. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders Deficit | |
STOCKHOLDERS DEFICIT | NOTE 6 – STOCKHOLDERS DEFICIT The total number of common shares authorized that may be issued by the Company is 200,000,000 shares with a par value of $0.001 per share. The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. On August 25, 2016 the Company issued 1,000,000 shares of its preferred series A stock to IHG in fulfillment of the purchase agreement. As at September 30, 2019 there are 1,000,000 preferred series A shares issued and outstanding. These shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company. As at September 30, 2019 the total number of common shares outstanding was 52,160,000. The Company has an ongoing program of private placements to raise funds to support the operations. During the period ended March 31, 2016, the Company entered into a purchase agreement with International Hedge Group, Inc. (“IHG”) whereby certain existing stockholders would surrender their stock and IHG would acquire a 95% working interest in the Company. During the quarter ended September 30, 2016, the Company issued 1,322,579 shares of its common stock to satisfy certain accounts payable and notes payable plus accrued interest. The stock was valued at $0.04 per share which valued the total debt relief at $52,903. The debts discharged in these transactions were valued at $335,072. These transactions were with unrelated parties giving the Company a net gain of $282,569 as gain on debt relief. During the quarter ended September 30, 2016, the Company issued 34,000,000 warrants for the purchase of its common stock at $0.05 per share. Using the Black-Scholes valuation model the Company assigned a value of $1,360,000 to these warrants. The Company recorded an expense of $1,328,000 on the operating statement for the quarter ended September 30, 2016. The Company also used 800,000 of these warrants to satisfy an account payable to a service provider. The value of the debt discharged in this transaction was $20,253. This transaction was with an unrelated party giving the Company a net loss of $11,747 on the debt relief. Total net gain on all debt relief transactions was $270,822. During the quarter ended September 30, 2017, the Company sold 100,000 shares of its common stock at a price of $0.30. Each of the shares sold had a warrant to purchase one additional share for $0.60 with an exercise period of 5 years. Using the Black-Scholes valuation model the Company assigned a value of $70,000 to these warrants. The Company recorded an expense of $70,000 on the operating statement for the quarter ended September 30, 2017. Concurrently, with the sale of these shares, International Hedge Group, the majority stockholder of the Company, surrendered 100,000 of its shares. In December of 2017 the Company began a private placement program to raise additional funds for the operations of the Company. At the end of December 2017, the Company had received $60,000 in subscriptions for this offering. During the quarter ended March 31, 2018, the Company had received an additional $105,000 in subscriptions. During the quarter ended June 30, 2018 the Company issued 333,000 shares of its common stock for the amounts subscribed. At the same time IHG surrendered 330,000 of its common stock holdings. The offering is explained in greater detail in the footnote: PRIVATE OFFERING. During the quarter ended December 31, 2018, the Company negotiated a loan in the amount of $53,000 to sustain operations. The note is payable in cash or stock in one year. The conditions of CONVERTIBLE NOTE. During the quarter ended June 30, 2019 the Company negotiated a loan in the amount of $110,000 to sustain operations. The note is payable in cash or stock in nine months. The conditions of the note are explained in greater detail in the footnote, CONVERTIBLE NOTE. Super Majority Voting Rights. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2019 | |
Compensation Related Costs [Abstract] | |
WARRANTS | NOTE 7 – WARRANTS At the time of the issuance of stocks referenced in Note 6 the Company issued 34,000,000 warrants to purchase the Company’s common stock at an exercise price of $0.05 These warrants have an exercise price of $0.05 per share and an expiration date that is three years from the date of issuance. The warrants were issued to the existing shareholders of International Hedge Group. There are 15 stockholders in IHG and 6 of these represent owners of greater than 5% of IHG stock. These 6 stockholders received 57.35% of the warrants issued. 800,000 of these warrants were issued to satisfy outstanding accounts payable. The payable amounted to $20,253 and the warrants were valued at $32,000 giving rise to a loss of $11,747 on the settlement of debt. Using the Black-Scholes valuation model a value of $1,328,000 is assigned to these warrants. The parameters used in the Black-Scholes model were as follows: stock price $0.04; strike price $0.05; volatility 172%; risk free rate 1.75% and time to expiration of 3 years. This expense is recorded on the books of the Company as “Warrant expense” with an offsetting entry in the Stockholder’s Deficit section as “Additional paid in capital – Warrants.” On June 14, 2017, the Company received notice from the holders of 17,000,000 warrants as to their intentions to convert the warrants into shares of common stock of the Company. The Company instructed the transfer agent to proceed with the issuance of 16,320,000 shares of the common stock of the Company. This exercise was carried out as a “cashless exercise” which meant that the actual exercise resulted in no cash being received by the Company. The number of shares of common stock to be issued in exchange for the warrants was calculated by using the closing price of the stock on the last trading day prior to the exchange which was $1.25. The value of the warrant was subtracted from the trading price which was then multiplied by the number of warrants being exercised. This result was then divided by the last trading price to determine the number of shares to be issued. At the same time that these warrants were exercised International Hedge Group agreed to surrender 16,320,000 shares of the common stock of the Company that it holds. This transaction produced no financial consequence to the Company. On July 3, 2017, in consideration for $30,000, BEGI sold 100,000 units, each unit consisting of one share of restricted common stock and one warrant to purchase common stock, in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 act, and/or Section 4(a)(2) of the 1933 Act. On June 14, 2018 the Company received notice from the holders of the remaining 17,000,000 warrants as to their intentions to convert the warrants into shares of common stock of the Company. As mentioned above, the exercise is a “cashless transaction.” The closing price of the stock on the last trading day prior to the exchange was $1.35. By using the same methodology as cited above the number of shares was calculated to be 16,370,370. These shares were issued by the transfer agent on June 18, 2018 and concurrently the transfer agent cancelled 16,370,370 of the shares held by IHG. Concurrent with the receipt of the $110,000 in the form of a convertible note the Company was required to issue warrants in the amount of 440,000. These warrants have a life of 5 years and are exercisable at a value of $0.25. Using the Black-Scholes valuation model a value of $132,593 is assigned to these warrants. The parameters used in the Black-Scholes model were as follows: stock price $0.38; strike price $0.25; volatility 98%; risk free rate 2.25% and time to expiration of 5 years. This expense is recorded on the books of the Company as “Warrant expense” with an offsetting entry in the Stockholder’s Deficit section as “Additional paid in capital – Warrants.” Warrant Table Date Issue Life Shares Under Warrant Exercise Price Remaining Life Balance at December 31, 2015 0 0 0 Granted August 30, 2016 3.00 34,000,000 $ 0.05 0.00 Exercised June 14, 2017 (17,000,000 ) 0 0 Issued July 5, 2017 5.00 100,000 $ 0.60 2.17 Exercised June 14, 2018 (17,000,000 ) 0 0 Issued April 26, 2019 5.00 440,000 0.25 4.58 Expired 0 0 0 Balance at September 30, 2019 540,000 $ 0.31 3.26 As at September 30, 2019 the Company has not received any notifications as to the exercise of any warrants. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes | |
INCOME TAXES | NOTE 8 – INCOME TAXES A reconciliation of the provision for income taxes at the United States federal statutory rate of 21% and a Colorado state rate of 5% compared to the Company’s income tax expense as reported is as follows: Income tax valuation allowance September 30, December 31, December 31, 2019 2018 2017 Net loss before income taxes $ (497,623 ) $ (411,380 ) $ (116,138 ) Adjustments to net loss Warrant expense 132,593 53,000 — Convertible note expense 110,000 — — Net taxable income (loss) (255,030 ) (358,380 ) (116,138 ) Income tax rate 26 % 26 % 26 % Income tax recovery 66,300 93,180 30,200 Valuation allowance change (66,300 ) (93,180 ) (30,200 ) Provision for income taxes $ — $ — $ — The significant components of deferred income tax assets at September 30, 2019, December 31, 2018 and 2017 are as follows: Components of deferred income tax assets September 30, December 31, December 31, 2019 2018 2017 Net operating loss carryforward $ 821,655 $ 566,625 $ 208,245 Valuation allowance (821,655 ) (566,625 ) (208,245 ) Net deferred income tax asset $ — $ — $ — As of September 30, 2019, the Company has no unrecognized income tax benefits. Based on management’s understanding of IRC Sec 383 the substantial change in ownership and change in business activities precludes any carryforward of prior accumulated net operating losses. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended December 31, 2018 and 2017, and no interest or penalties have been accrued as of September 30, 2019. As of December 31, 2018, the Company did not have any amounts recorded pertaining to uncertain tax positions. As at September 30, 2019 the Company is current with federal and state income tax filings for 2018, 2017 and 2016 The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. The Company has not recorded any liability for an uncertain tax position related to the lack of return filings since the Company records show a continuing pattern of losses for the periods in question. Since penalties are commonly assessed based on tax amounts owed management has deemed in unnecessary to record any liability. |
LOAN PAYABLE
LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
Loan Payable | |
LOAN PAYABLE | NOTE 9 – LOAN PAYABLE As of the quarter ended September 30, 2017 International Hedge Group, the holder of a majority of the common stock and all of the preferred stock of the Company has advanced a total of $440,500 to the Company. During the quarter ended September 30, 2017 the Company made repayments in the amount of $22,000. On September 27, 2017 the Company entered into an Agreement with International Hedge Group to effect an exchange of this Loan Payable in the amount of $400,000 and a Note Receivable in the amount of $145,000 for the Note Receivable and accrued interest from MeshWorks Media Corp. in the amount of $545,000. Further details can be seen in Note 5 of these financial statements. This loan is not secured, bears no interest, is not documented in writing and is payable on demand of the lender. During the quarter ended June 30, 2019 the Company received two loans from private individuals. The first was in the amount of $20,000 with an interest rate of 11% and a due date of October 24, 2019. In addition, the lender received 100,000 shares of the Company’s common stock valued at $38,000 based on the share price on the date of issuance. This amount was recorded as interest expense for the quarter. The second loan was in the amount of $10,000 with an interest rate of 11% and a due date of October 29, 2019. In addition, the lender received 100,000 shares of the Company’s common stock valued at $30,000 based on the share price on the date of issuance. This amount was likewise recorded as an interest expense for the quarter. |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE | NOTE 10 – CONVERTIBLE NOTE On November 29, 2018 the Company entered into an agreement with Power Up Lending Group LLC. The terms and conditions are as follows: The face value of the note is $53,000 at an interest rate of 8% and the maturity date is November 28, 2019. At the time of the disbursement there was a deduction from proceeds to the Company of $3,000 for legal fees related to the issuance of the promissory note. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 61% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount of thirty-nine percent (39%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two lowest trading days of the preceding the days will be multiplied by 0.61 ((to arrive at the discount factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note. The Company accounts for this conversion feature as a Beneficial Conversion Feature and has fully recognized the Beneficial Conversion Feature on inception. The fair value is calculated to be $53,000 for the expense portion of the note. This calculation is based on the current trading prices of the Company. Management has determined that this treatment, the expensing of the entire value of the note, is appropriate given the uncertain nature of the value of the Company and its stock. With this treatment there will be no revaluations until the note is paid or redeemed for stock. On June 5, 2019 the lender notified the Company of their intent to convert $8,000 of the debt into shares of the Company’s common stock. The effective conversion price for these shares was $0.1525. At this conversion rate the number of shares to be issued was 52,459. On June 24, 2019 the lender notified the Company of their intent to convert $8,000 of the debt into shares of the Company’s common stock. The effective conversion price for these shares was $0.0915. At this conversion rate the number of shares to be issued was 87,432. On July 23, 2019 the lender notified the Company of their intent to convert $10,000 of the debt into shares of the Company’s common stock. The effective conversion price for these shares was $0.0625. At this conversion rate the number of shares to be issued was 160,000. These shares were automatically issued by the transfer agent pursuant to a condition of the original loan agreement. On June 26, 2019 International Hedge Group cancelled an equal number of shares out of their position so that the total number of common shares remained at 52,000,000. On April 26, 2019, the Company entered into an agreement with Auctus Fund LLC. The terms and conditions are as follows: The face value of the note is $110,000 at an interest rate of 12% and the maturity date is January 26, 2020. At the time of the disbursement there was a deduction from proceeds to the Company of $2,750 for legal fees related to the issuance of the promissory note and a deduction of $10,000 as prepaid interest to the lender of which $1,111 was expensed in the current quarter. The repayment is a lump sum payment on the due date or is convertible into Company common stock at the discretion of the lender. The conversion, if chosen, will be at 50% of the two lowest trading days in the previous ten-day period prior to the date of conversion. This represents a discount of fifty percent (50%). The number of shares to be issued in the conversion will be calculated as follows: the average price of the two lowest trading days of the preceding the days will be multiplied by 0.50 ((to arrive at the discount factor) and then the resulting price will be divided into the principal and accrued interest resulting in the number of shares due. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are also 440,000 warrants attached to this note with an exercise price of $0.25 and a life of 5 years. The Company accounts for this conversion feature as a Beneficial Conversion Feature and has fully recognized the Beneficial Conversion Feature on inception. The fair value is calculated to be $110,000 for the expense portion of the note. This calculation is based on the current trading prices of the Company. Management has determined that this treatment, the expensing of the entire value of the note, is appropriate given the uncertain nature of the value of the Company and its stock. With this treatment there will be no revaluations until the note is paid or redeemed for stock. The Company has accounted for the value of the warrants using the Black-Scholes model with a stock price of $0.38, volatility of 98%, risk free rate of 2.25% and a life of 5 years. Within these parameters the Company has recorded a warrant expense of $132,593. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 11 – NOTES PAYABLE On April 24, 2019, the Company received $20,000 from an individual. The terms of this note are: a due date of October 24, 2019 and an interest rate of 11%. In addition, the individual received 100,000 shares of restricted common stock. These shares were valued at $30,000 which represents the trading price as of the date indicated. On April 29, 2019 the Company received $10,000 from an individual. The terms of this note are: due date October 29, 2019 and an interest rate of 11%. In addition, the individual received 50,000 shares of restricted common stock. These shares were valued at $19,000 which represents the trading price as of the date indicated. The $49,000 value of the common stock was recorded as interest expense for the quarter ended June 30, 2019. |
OTHER EVENT
OTHER EVENT | 9 Months Ended |
Sep. 30, 2019 | |
Other Event | |
OTHER EVENTS | NOTE 12 – OTHER EVENT On September 30, 2017, the Company formed a wholly-owned subsidiary corporation, Crypto Equity Management Corp (“CEMC”) in the state of Colorado. The Company intends to use CEMC to pursue business opportunities in cryptocurrency sphere. These financial statements as currently presented reflect the combined operations of BEGI and CEMC. As of the date of these financial statements this subsidiary is inactive. |
PRIVATE OFFERING
PRIVATE OFFERING | 9 Months Ended |
Sep. 30, 2019 | |
Private Offering | |
PRIVATE OFFERING | NOTE 13 – PRIVATE OFFERING In December of 2017 the Company initiated a private offering to raise additional funds. A summary of this offering is as follows: The offering is a maximum of 1,000,000 units at $0.50 per unit. Each unit consists of 1 common share of BlackStar Enterprise Group, Inc. (BlackStar), 1 warrant exercisable into 1 Digital Equity of BlackStar, (effective upon a registration statement) and 1 right to purchase 1 share of Crypto Equity Management Corp. at $10.00 per share. The units offered hereby are not registered and the underlying stock and digital share will be restricted under Rule 144 as to resale unless made effective by registration with the SEC, or another exemption is made available under the Securities Act of 1933. The Company reserves the right to accept an additional 1,000,000 units. The receipt of ongoing purchases of this private offering are reflected in the Equity section of the balance sheet and on the Statement of Stockholder’s Equity as “Stock subscriptions received. Management deems this method of reporting to be an accurate reflection of the terms of the offering. The initial tranche of this offering in the amount of $165,000 was completed on April 29, 2018 with the issuance of 330,000 shares of common stock of the Company. Further tranches will be addressed on an ongoing basis by the Company with stock being issued accordingly. The offering is scheduled to terminate upon meeting the offering maximum or the termination date of December 29, 2018, whichever comes first. Management intends that the BlackStar Digital Equity be treated as a SAFE (Simple Agreement for Future Equity) contract. The terms and conditions of this contract are yet to be determined by the Company. It is considered to be a derivative equity instrument that, at present, has no value due to not being defined by any terms or conditions. Management hereby declares that the BlackStar Coin in not intended to be a crypto currency as commonly understood since it will, at some future time, be convertible into common shares of the Company. Management has researched and has found no definitive means for valuing the Digital Equity of BlackStar. First; the digital equity is not yet in existence, second; it is considered a tier 3 asset which relies on secondary sources of valuation which, at this time are not viable. The Internal Revenue Service in their Notice 2014-21 states “Virtual currency that has an equivalent value in real currency, or that acts as a substitute for real currency, is referred to as ‘convertible’ virtual currency.” The essence of the Notice 2014-21 is that the Internal Revenue Service deems that a virtual currency transaction is subject to the United States income tax laws in much the same manner as the “barter clubs” in the past. This means that the holder must necessarily maintain records of the acquisition costs in USD and the fair market value of the goods or services acquired by the expenditure of the virtual currency. With this information the taxpayer calculates a gain or a loss on the transaction in the normal manner. The Accounting Standards Board has convened a committee to investigate and promulgate reporting requirements with respect to the virtual currency situation. As of the date of these financial statements there has been no such pronouncement made. Given that the digital equities have not been issued and that there is no stock issued in Crypto Equity Management Corp, causing the warrants for such stock to have no value per the Black-Scholes valuation model, management has determined that the full exercise price of $0.50 be applied to the shares of BlackStar Enterprise Group, Inc. using the capital stock and paid in capital reporting as is customarily reported. |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 9 Months Ended |
Sep. 30, 2019 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 14 – GENERAL AND ADMINISTRATIVE EXPENSES Components of General and Administrative Expenses Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Continuing education 199 — 746 370 Investor relations 448 66 885 Office expense 114 234 746 678 Rent expense 442 350 1,165 1,072 Travel — — — 203 Utilities 265 372 699 793 $ 1,000 $ 1,404 $ 3,422 $ 4,001 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS As of the date of filing of these financial statements the Company is in default on the note dated April 29, 2019 in the amount of $20,000 and the note dated May 6, 2019 in the amount of $10,000. Management is currently in the process of seeking a cure for these deficiencies. On October 4, 2019 the Company received notice from its lender, Power Up Lending Group Ltd, that it was exercising its right to convert the remaining balance of its loan plus all accrued interest into common stock of the Company. This conversion resulted in the Company issuing 1,193,443 shares of common stock at a price of $0.0244. On October 9, 2019 the Company issued a Press Release and concurrently filed a form 8-K with the Securities and Exchange Commission advising that an internal investigation was conducted relative to unusual price and volume action in trading in the Company’s common stock. The internal investigation did not reveal any trading activity by anyone within the Company or its major stockholders. On November 1, 2019 the Company entered into a convertible promissory note with GS Capital Partners, LLC and on November 4, 2019 the Company entered into a convertible promissory note with Adar Alef, LLC. The material terms of both notes are nearly identical and contain the following: the Company received a total of $108,900 in cash; a total of $12,000 was retained by the lenders as original issue discount; $7,000 retained to cover legal and due diligence fees; and a total of $12,100 being paid to Carter Terry & Company. These notes bear an interest rate of 10% and are convertible into restricted shares of the Company at a discount of 50% of the average of the two lowest trading prices of the common stock for the ten prior trading days. Funds will be used to further the business purposes of the Company. More information can be found in the Form 8-K filed on November 7, 2019. As of November 16, 2019, there have been no further events that would require additional disclosure to these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. |
Revenue recognition | Revenue recognition In order to comply with the newly issued requirements of ASC 606 the Company acknowledges that the lack of revenue precludes any definitive statement until revenues are being generated and the Company is able to determine exactly which standards are required to be reported. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share The Company computes loss per share in accordance with Accounting Standards Update (“ASU”), Earnings per Share (Topic 260) |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to deferred tax asset. Blackstar Enterprise Group establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Fair value of Financial Instruments | Fair value of Financial Instruments The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities. |
Long Lived Assets | Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. |
Recent Pronouncements | Recent pronouncements Management has evaluated accounting standards and interpretations issued but not yet effective as of November 6, 2019 and, does not expect such pronouncements to have a material impact on the Company’s financial position, operations, or cash flows. |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Warrants Activity | Warrant Table Date Issue Life Shares Under Warrant Exercise Price Remaining Life Balance at December 31, 2015 0 0 0 Granted August 30, 2016 3.00 34,000,000 $ 0.05 0.00 Exercised June 14, 2017 (17,000,000 ) 0 0 Issued July 5, 2017 5.00 100,000 $ 0.60 2.17 Exercised June 14, 2018 (17,000,000 ) 0 0 Issued April 26, 2019 5.00 440,000 0.25 4.58 Expired 0 0 0 Balance at September 30, 2019 540,000 $ 0.31 3.26 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes Tables Abstract | |
Reconciliation of the Provision for Income Taxes to Reported Income Tax Expense | A reconciliation of the provision for income taxes at the United States federal statutory rate of 21% and a Colorado state rate of 5% compared to the Company’s income tax expense as reported is as follows: Income tax valuation allowance September 30, December 31, December 31, 2019 2018 2017 Net loss before income taxes $ (497,623 ) $ (411,380 ) $ (116,138 ) Adjustments to net loss Warrant expense 132,593 53,000 — Convertible note expense 110,000 — — Net taxable income (loss) (255,030 ) (358,380 ) (116,138 ) Income tax rate 26 % 26 % 26 % Income tax recovery 66,300 93,180 30,200 Valuation allowance change (66,300 ) (93,180 ) (30,200 ) Provision for income taxes $ — $ — $ — |
Significant Components of Deferred Income Tax Assets | The significant components of deferred income tax assets at September 30, 2019, December 31, 2018 and 2017 are as follows: Components of deferred income tax assets September 30, December 31, December 31, 2019 2018 2017 Net operating loss carryforward $ 821,655 $ 566,625 $ 208,245 Valuation allowance (821,655 ) (566,625 ) (208,245 ) Net deferred income tax asset $ — $ — $ — |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
General And Administrative Expenses Tables Abstract | |
Schedule of General and Administrative Expenses | Components of General and Administrative Expenses Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Continuing education 199 — 746 370 Investor relations 448 66 885 Office expense 114 234 746 678 Rent expense 442 350 1,165 1,072 Travel — — — 203 Utilities 265 372 699 793 $ 1,000 $ 1,404 $ 3,422 $ 4,001 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) | Jan. 25, 2016 |
International Hedge Group, Inc. [Member] | |
Percentage of Company purchased | 95.00% |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Purchases of office equipment | $ 1,659 | ||||
Depreciation expense | $ 138 | $ 300 | $ 415 | ||
Office Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | ||||
Depreciation expense | $ 0 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) | 1 Months Ended | 9 Months Ended | |||
Apr. 29, 2019USD ($) | Apr. 24, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||||
Interest rate | 11.00% | 11.00% | |||
Maturity date | Oct. 29, 2019 | Oct. 24, 2019 | |||
Notes payables | $ 10,000 | $ 20,000 | $ 30,000 | ||
Loan To Target Company [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount of investment sought | 2,500,000 | ||||
Agreed amount of investment | 500,000 | ||||
Remaining amount the company will provide assistance in raising | $ 2,000,000 | ||||
Interest rate | 12.00% | ||||
Number of shares of Series B Convertible Preferred stock received for each dollar loaned to Target | 2 | ||||
Maturity date | Feb. 1, 2019 | ||||
Dividend rate | 15.00% | ||||
International Hedge Group, Inc. [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal loan amount | $ 400,000 | ||||
Notes payables | 145,000 | $ 145,000 | |||
Repayment of loaned amount | $ 100,000 | ||||
Percentage of impairment of note and writing down | 100.00% |
STOCKHOLDERS DEFICIT (Details)
STOCKHOLDERS DEFICIT (Details) - USD ($) | Jun. 14, 2018 | Jun. 14, 2017 | Aug. 25, 2016 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Jul. 23, 2019 | Jun. 26, 2019 | Jun. 24, 2019 | Jun. 05, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jul. 03, 2017 | Jan. 25, 2016 |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||||||||
Common stock, shares outstanding | 52,000,000 | 52,000,000 | 52,000,000 | ||||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||||||||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |||||||||||||||
Proceeds from purchase agreement | $ 75,000 | $ 165,000 | |||||||||||||||
Shares exchanged for debt, shares | 1,322,579 | ||||||||||||||||
Shares exchanged for debt, price per share | $ 0.04 | $ 0.0625 | $ 0.0915 | $ 0.1525 | |||||||||||||
Shares exchanged for debt | $ 52,903 | ||||||||||||||||
Value of debt discharged | 335,072 | ||||||||||||||||
Gain (loss) on debt relief | $ 282,569 | ||||||||||||||||
Number of warrants issued | 34,000,000 | ||||||||||||||||
Warrants, exercise price per share | $ 0.05 | ||||||||||||||||
Value of warrants | $ 1,360,000 | $ 1,328,000 | |||||||||||||||
Warrant expense | $ 1,328,000 | ||||||||||||||||
Voting right of Chass A Preferred Shareholders | The Record Holders of the Class A Preferred Shares shall have that number of votes (identical in every other respect to the voting rights of the holders of other Class of voting preferred shares and the holders of common stock entitled to vote at any Regula or Special Meeting of the Shareholders) equal to that number of common shares which is not less than60% of the vote required to approve any action, which Delaware law provides may or must be approved by vote | ||||||||||||||||
Warrants, expiration period | 3 years | ||||||||||||||||
Subscription offering receipts | $ 105,000 | $ 60,000 | |||||||||||||||
Convertible notes payable | $ 137,000 | $ 53,000 | |||||||||||||||
Share price | $ 0.50 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares exchanged for debt, shares | 17,000,000 | 17,000,000 | 800,000 | 800,000 | |||||||||||||
Value of debt discharged | $ 20,253 | $ 32,000 | |||||||||||||||
Gain (loss) on debt relief | (11,747) | $ 11,747 | |||||||||||||||
Number of warrants issued | 34,000,000 | ||||||||||||||||
Warrants, exercise price per share | $ 0.60 | $ 0.05 | |||||||||||||||
Value of warrants | $ 70,000 | $ 20,253 | |||||||||||||||
Warrant expense | $ 70,000 | ||||||||||||||||
Warrants, expiration period | 5 years | ||||||||||||||||
Share price | $ 0.30 | ||||||||||||||||
Number of shares issued | 100,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants issued | 100,000 | ||||||||||||||||
Warrants, exercise price per share | $ 1.35 | $ 1.25 | |||||||||||||||
Value of warrants | $ 30,000 | ||||||||||||||||
Shares cancelled, shares | 330,000 | ||||||||||||||||
Number of shares issued | 333,000 | ||||||||||||||||
Unrelated Party [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Gain (loss) on debt relief | $ 270,822 | ||||||||||||||||
International Hedge Group, Inc. [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Percentage of Company purchased | 95.00% | ||||||||||||||||
Stock surrender | 330,000 | 100,000 | |||||||||||||||
International Hedge Group, Inc. [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock surrender | 16,320,000 | ||||||||||||||||
International Hedge Group, Inc. [Member] | Upon Conversion of Class A Preferred Convertible Shares [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Percentage of Company purchased | 95.00% | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock shares issued | 1,000,000 | ||||||||||||||||
Preferred stock, shares issued | 1,000,000 | ||||||||||||||||
Preferred stock, shares outstanding | 1,000,000 | ||||||||||||||||
Preferred stock, conversion ratio | 100 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | Jun. 14, 2018 | Jun. 14, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 03, 2017 |
Number of warrants issued | 34,000,000 | |||||||||||
Warrants, exercise price per share | $ 0.05 | |||||||||||
Warrants, expiration period | 3 years | |||||||||||
Proceeds from issuance of shares | 52,000,000 | 52,000,000 | 52,000,000 | |||||||||
Warrants exchanged for debt, shares | 1,322,579 | |||||||||||
Value of warrants | $ 1,328,000 | $ 1,360,000 | $ 1,328,000 | |||||||||
Value of debt discharged | 335,072 | |||||||||||
Loss on debt relief | $ 282,569 | |||||||||||
Convertible note expense | $ (10,069) | $ (65,170) | ||||||||||
Warrant [Member] | ||||||||||||
Number of warrants issued | 34,000,000 | 34,000,000 | ||||||||||
Warrants, exercise price per share | $ 0.05 | $ 0.60 | $ 0.05 | |||||||||
Warrants, expiration period | 5 years | |||||||||||
Warrants exchanged for debt, shares | 17,000,000 | 17,000,000 | 800,000 | 800,000 | ||||||||
Value of warrants | $ 20,253 | $ 70,000 | $ 20,253 | |||||||||
Value of debt discharged | $ 20,253 | 32,000 | ||||||||||
Loss on debt relief | $ (11,747) | $ 11,747 | ||||||||||
Stock price | $ 0.04 | $ 0.04 | ||||||||||
Strike price | $ 0.05 | $ 0.05 | ||||||||||
Volatility | 172.00% | |||||||||||
Risk free rate | 1.75% | |||||||||||
Time to expiration | 3 years | |||||||||||
Warrants issued | $ 440,000 | |||||||||||
Convertible note expense | $ 110,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of warrants issued | 100,000 | |||||||||||
Warrants, exercise price per share | $ 1.35 | $ 1.25 | ||||||||||
Proceeds from issuance of shares | 16,370,370 | 16,320,000 | ||||||||||
Value of warrants | $ 30,000 | |||||||||||
International Hedge Group, Inc. [Member] | ||||||||||||
Percentage of warrants issued received by six stockholders | 57.35% | 57.35% | ||||||||||
Common stock surrender | 330,000 | 100,000 | ||||||||||
International Hedge Group, Inc. [Member] | Common Stock [Member] | ||||||||||||
Common stock surrender | 16,320,000 | |||||||||||
Share cancelled | 16,370,370 | |||||||||||
International Hedge Group, Inc. [Member] | ||||||||||||
Ownership percentage of six stockholders | 5.00% | 5.00% | ||||||||||
Black-Scholes [Member] | Warrant [Member] | ||||||||||||
Warrants, exercise price per share | $ 0.25 | $ 0.25 | ||||||||||
Value of warrants | $ 132,593 | $ 132,593 | ||||||||||
Stock price | $ 0.38 | $ 0.38 | ||||||||||
Strike price | $ 0.25 | $ 0.25 | ||||||||||
Volatility | 98.00% | |||||||||||
Risk free rate | 2.25% | |||||||||||
Time to expiration | 5 years |
WARRANTS (Schedule of Warrant A
WARRANTS (Schedule of Warrant Activity) (Details) - Warrant [Member] | 45 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Issue Life | |
Granted | 3 years |
Issued | 5 years |
Shares Under Warrant | |
Balance | shares | 0 |
Granted | shares | 34,000,000 |
Exercised | shares | (17,000,000) |
Issued | shares | 100,000 |
Exercised | shares | (17,000,000) |
Issued | shares | 440,000 |
Expired | shares | 0 |
Balance | shares | 540,000 |
Exercise Price Per Share | |
Balance | $ / shares | $ 0 |
Granted | $ / shares | 0.05 |
Exercised | $ / shares | 0 |
Issued | $ / shares | 0.60 |
Exercised | $ / shares | 0 |
Issued | $ / shares | 0.25 |
Expired | $ / shares | 0 |
Balance | $ / shares | $ 0.31 |
Remaining Life | |
Granted | 0 years |
Exercised | 0 years |
Issued | 2 years 2 months 1 day |
Exercised | 0 years |
Issued | 4 years 6 months 29 days |
Expired | 0 years |
Balance | 3 years 3 months 4 days |
Date of Issuance | |
Granted | Aug. 30, 2016 |
Exercised | Jun. 14, 2017 |
Issued | Jul. 5, 2017 |
Exercised | Jun. 14, 2018 |
Issued | Apr. 26, 2019 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes Narrative | |
Federal income tax rate | 21.00% |
State income tax rate | 5.00% |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Provision fo Income Taxes to Reported Provision For Income Taxes) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Reconciliation Of Provision Fo Income Taxes To Reported Provision For Income Taxes | ||||||
Net loss before income taxes | $ (38,620) | $ (25,085) | $ (497,623) | $ (160,774) | $ (411,380) | $ (116,138) |
Adjustments to net loss | ||||||
Warrant expense | 132,593 | 53,000 | ||||
Convertible note expense | (10,069) | (65,170) | ||||
Net taxable income (loss) | $ (255,030) | $ (358,380) | $ (116,138) | |||
Income tax rate | 26.00% | 26.00% | 26.00% | |||
Income tax recovery | $ 66,300 | $ 93,180 | $ 30,200 | |||
Valuation allowance change | (66,300) | (93,180) | (30,200) | |||
Provision for income taxes |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Net operating loss carryforward | $ 821,655 | $ 566,625 | $ 208,245 |
Valuation allowance | (821,655) | (566,625) | (208,245) |
Net deferred income tax asset |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 29, 2019 | Apr. 24, 2019 | Sep. 30, 2017 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Loan payable - related party | $ 18,500 | $ 18,500 | ||||
Interest rate | 11.00% | 11.00% | ||||
Maturity date | Oct. 29, 2019 | Oct. 24, 2019 | ||||
International Hedge Group, Inc. [Member] | ||||||
Loan payable | $ 400,000 | |||||
Loan payable - related party | 440,500 | |||||
Repayment of loan | 22,000 | |||||
Notes receivables | 145,000 | |||||
MeshWorks Media Corp [Member] | ||||||
Accrued interest | $ 545,000 | |||||
Loan Two [Member] | ||||||
Loan payable | $ 10,000 | |||||
Interest rate | 11.00% | |||||
Maturity date | Oct. 29, 2019 | |||||
Shares issued to lender | 100,000 | |||||
Shares issued to lender, value | $ 30,000 | |||||
Loan One [Member] | ||||||
Loan payable | $ 20,000 | |||||
Interest rate | 11.00% | |||||
Maturity date | Oct. 24, 2019 | |||||
Shares issued to lender | 100,000 | |||||
Shares issued to lender, value | $ 38,000 |
CONVERTIBLE NOTE (Details)
CONVERTIBLE NOTE (Details) - USD ($) | Jun. 05, 2019 | Nov. 29, 2019 | Jul. 23, 2019 | Jun. 24, 2019 | Apr. 29, 2019 | Apr. 26, 2019 | Apr. 24, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 26, 2019 | Sep. 30, 2017 | Sep. 30, 2016 |
Short-term Debt [Line Items] | ||||||||||||||||
Convertible note | $ 137,000 | $ 137,000 | $ 53,000 | |||||||||||||
Interest rate | 11.00% | 11.00% | ||||||||||||||
Maturity date | Oct. 29, 2019 | Oct. 24, 2019 | ||||||||||||||
Legal fees | 2,350 | $ 20,165 | 89,257 | $ 53,615 | ||||||||||||
Prepaid interest | $ 3,782 | 3,782 | ||||||||||||||
Average price of share | $ 0.50 | |||||||||||||||
Exercise price | $ 0.05 | |||||||||||||||
Debt convert amount | $ 8,000 | $ 10,000 | $ 8,000 | $ 26,000 | ||||||||||||
Debt convert shares issued | 52,459 | 160,000 | 87,432 | |||||||||||||
Debt convert conversion price | $ 0.1525 | $ 0.0625 | $ 0.0915 | $ 0.04 | ||||||||||||
Common stock, shares outstanding | 52,000,000 | 52,000,000 | 52,000,000 | 52,000,000 | ||||||||||||
Warrants outstanding | 34,000,000 | |||||||||||||||
Warrant expense | $ 132,593 | $ 53,000 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Average price of share | $ 0.30 | |||||||||||||||
Exercise price | $ 0.05 | $ 0.05 | $ 0.60 | |||||||||||||
Warrants outstanding | 34,000,000 | 34,000,000 | ||||||||||||||
Stock price | $ 0.04 | $ 0.04 | ||||||||||||||
Volatility | 172.00% | |||||||||||||||
Risk free rate | 1.75% | |||||||||||||||
Expected life | 3 years | |||||||||||||||
Power Up Lending Group LLC [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Convertible note | $ 53,000 | $ 110,000 | ||||||||||||||
Interest rate | 8.00% | 12.00% | ||||||||||||||
Maturity date | Nov. 28, 2019 | Jan. 26, 2020 | ||||||||||||||
Legal fees | $ 3,000 | $ 2,750 | ||||||||||||||
Prepaid interest | $ 10,000 | $ 10,000 | ||||||||||||||
Percentage of conversion | 61.00% | 50.00% | ||||||||||||||
Percentage of discount | 39.00% | 50.00% | ||||||||||||||
Average price of share | $ 0.61 | $ 0.50 | ||||||||||||||
Percentag of limit amount of stock | 4.99% | 4.99% | ||||||||||||||
Convertible note expense | $ 53,000 | $ 1,111 | ||||||||||||||
Warrants term | 5 years | |||||||||||||||
Exercise price | $ 0.25 | |||||||||||||||
Warrants outstanding | 440,000 | |||||||||||||||
Beneficial Conversion Feature | $ 110,000 | |||||||||||||||
Black-Scholes [Member] | Warrant [Member] | ||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||
Stock price | $ 0.38 | |||||||||||||||
Volatility | 98.00% | |||||||||||||||
Risk free rate | 2.25% | |||||||||||||||
Expected life | 5 years | |||||||||||||||
Warrant expense | $ 132,593 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Apr. 29, 2019 | Apr. 24, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Notes Payable | |||||
Note payable | $ 10,000 | $ 20,000 | $ 30,000 | ||
Interest rate | 11.00% | 11.00% | |||
Restricted stock shares issued to individual, shares | 50,000 | 100,000 | |||
Restricted stock shares issued to individual | $ 19,000 | $ 30,000 | |||
Maturity date | Oct. 29, 2019 | Oct. 24, 2019 | |||
Interest expense | $ 49,000 |
PRIVATE OFFERING (Narrative) (D
PRIVATE OFFERING (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 29, 2018 | Dec. 31, 2017 | |
Per unit price | $ 0.50 | |
Crypto Equity Management Corp [Member] | ||
Per unit price | $ 10 | |
Maximum [Member] | ||
Exchange of unit for offering | 1,000,000 | |
Private Offering [Member] | ||
Common stock shares issued | 330,000 | |
Common stock shares issued, value | $ 165,000 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
General And Administrative Expenses Details Abstract | ||||
Continuing education | $ 199 | $ 746 | $ 370 | |
Investor relations | 448 | 66 | 885 | |
Office expense | 114 | 234 | 746 | 678 |
Rent expense | 442 | 350 | 1,165 | 1,072 |
Travel | 203 | |||
Utilities | 265 | 372 | 699 | 793 |
General and administrative expenses | $ 1,000 | $ 1,404 | $ 3,422 | $ 4,001 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 04, 2019 | Nov. 01, 2019 | Oct. 04, 2019 | Jun. 05, 2019 | Jul. 23, 2019 | Jun. 24, 2019 | Sep. 30, 2019 | May 06, 2019 | Apr. 29, 2019 | Apr. 24, 2019 | Dec. 31, 2018 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||||||||||||
Amount of note in default | $ 10,000 | $ 20,000 | ||||||||||
Debt convert shares issued | 52,459 | 160,000 | 87,432 | |||||||||
Debt convert conversion price | $ 0.1525 | $ 0.0625 | $ 0.0915 | $ 0.04 | ||||||||
Note payable | $ 30,000 | $ 10,000 | $ 20,000 | |||||||||
Interest rate | 11.00% | 11.00% | ||||||||||
Subsequent Event [Member] | GS Capital Partners LLC [Member] | Convertible Promissory Notes Payable [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Note payable | $ 108,900 | |||||||||||
Interest rate | 10.00% | |||||||||||
Discount on original issue | $ 12,000 | |||||||||||
Legal and due diligence fees | 7,000 | |||||||||||
Payment of debt issuance costs to Carter Terry & Company | $ 12,100 | |||||||||||
Subsequent Event [Member] | Adar Alef LLC [Member] | Convertible Promissory Notes Payable [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Note payable | $ 108,900 | |||||||||||
Interest rate | 10.00% | |||||||||||
Discount on original issue | $ 12,000 | |||||||||||
Legal and due diligence fees | 7,000 | |||||||||||
Payment of debt issuance costs to Carter Terry & Company | $ 12,100 | |||||||||||
Subsequent Event [Member] | Power Up Lending Group Ltd [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt convert shares issued | 1,193,443 | |||||||||||
Debt convert conversion price | $ 0.0244 |