Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Apr. 10, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BLACKSTAR ENTERPRISE GROUP, INC. | |
Entity Central Index Key | 0001483646 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | FY | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $ 960,069 | |
Entity Common Stock, Shares Outstanding | 50,391,238 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation State Code | DE | |
Entity File Number | 000-55730 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 33,251 | $ 6,319 |
Prepaid expenses | 10,557 | |
Total Current assets | 43,808 | 6,319 |
Fixed assets | ||
Furniture and equipment | 1,659 | 1,659 |
Accumulated depreciation | (1,659) | (1,359) |
Total fixed assets | 300 | |
Other assets | ||
Total other assets | ||
Total Assets | 43,808 | 6,619 |
Current liabilities | ||
Accounts payable | 57,392 | 16,834 |
Accrued payables | 3,636 | 383 |
Advances Related parties | 41,850 | 31,382 |
Convertible notes payable net of discounts of $101,648 and $0 as of December 31, 2019 and 2018, respectively | 145,208 | 53,000 |
Notes payable | 30,000 | |
Total current liabilities | 278,086 | 101,599 |
Stockholders' Equity (Deficit) | ||
Preferred stock, 10,000,000 shares authorized with $0.001 par value. 1,000,000 and 1,000,000 outstanding as of December 31, 2019 and 2018, respectively with a liquidation preference of $0.01 per share | 1,000 | 1,000 |
Common stock, 200,000,000 shares authorized with $0.001 par value, 48,003,443 and 52,000,000 issued and outstanding at December 31, 2019 and 2018, respectively | 48,003 | 52,000 |
Additional paid in capital | 2,315,655 | 1,890,353 |
Additional paid in capital - warrants | 1,562,593 | 1,430,000 |
Additional paid in capital - debt discount portion of convertible note | 239,073 | 53,000 |
Accumulated deficit | (4,400,602) | (3,521,333) |
Total Stockholders' Deficit | (234,278) | (94,980) |
Total Liabilities and Stockholders' Deficit | $ 43,808 | $ 6,619 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable discount | $ 101,648 | $ 0 |
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 |
Preferred stock, liquidation preferences value | $ 0.01 | $ 0.01 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 48,003,443 | 52,000,000 |
Common stock, shares outstanding | 48,003,443 | 52,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | ||
Cost of revenues | ||
GROSS PROFIT | ||
Operating Expenses: | ||
Depreciation | 300 | 553 |
Legal and professional | 102,909 | 67,575 |
Management consulting | 104,720 | 104,331 |
Write off of Note Receivable | 145,000 | |
Warrant expense | 132,593 | |
General and administrative | 40,408 | 40,538 |
Total operating expenses | 380,930 | 357,997 |
Income (loss) from operations | (380,930) | (357,997) |
Interest expense | ||
Amortization of discount on convertible notes | (111,759) | (53,000) |
Amortization of convertible debt issuance costs | (5,543) | |
Loss on note payable conversion | (300,886) | |
Interest expense | (80,151) | (383) |
Other income (expense) net | (498,339) | (53,383) |
Income (loss) before provision for income taxes | (879,269) | (411,380) |
Provision (credit) for income tax | ||
Net income (loss) | $ (879,269) | $ (411,380) |
Net income (loss) per share | ||
(Basic and fully diluted) | $ (0.02) | $ (0.02) |
Weighted average number of common shares outstanding | 50,033,209 | 19,220,608 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Paid in Capital [Member] | Common Stock Subscribed [Member] | Accumulated 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 | ||||
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) | |||||
Debt Discount of convertible note | 53,000 | 53,000 | ||||
Net loss for the year | (411,380) | (411,380) | ||||
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 | ||||
Shares issued for interest on loans | $ 150 | 48,850 | 49,000 | |||
Shares issued for interest on loans, shares | 150,000 | |||||
Shares issued for conversion of NP | $ 2,993 | 365,262 | $ 368,255 | |||
Shares issued for conversion of NP, shares | 2,993,334 | |||||
Paid in Capital - Warrants | 132,593 | $ 132,593 | ||||
Paid in Capital - Convertible note | 186,073 | 186,073 | ||||
Shares issued for extension of NP | $ 150 | 3,900 | 4,050 | |||
Shares issued for extension of NP, shares | 150,000 | |||||
Shares cancelled | $ (7,290) | 7,290 | ||||
Shares cancelled, shares | (7,289,891) | |||||
Net loss for the year | (879,269) | (879,269) | ||||
Balance at Dec. 31, 2019 | $ 48,003 | $ 1,000 | $ 4,117,321 | $ (4,400,602) | $ (234,278) | |
Balance, shares at Dec. 31, 2019 | 48,003,443 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (879,269) | $ (411,380) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 300 | 553 |
Loss on Note Payable conversion | 300,886 | |
Warrant expense | 132,593 | |
Amortization of convertible note issuance costs | 5,543 | |
Amortization of discounts on convertible notes | 111,759 | 53,000 |
Non-cash interest paid in stock | 75,248 | |
Changes in operating assets and liabilities | ||
Increase/(Decrease) in accounts payable | 40,558 | 13,427 |
Increase/(Decrease) in accrued expenses | 3,253 | 383 |
(Increase)/Decrease in prepaid expenses | (10,557) | |
NET CASH USED IN OPERATING ACTIVITIES | (219,686) | (344,017) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Write-off of note receivable | 145,000 | |
NET CASH USED IN INVESTING ACTIVITIES | 145,000 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Sale of Common Stock | 165,000 | |
Proceeds from convertible notes payable, net of offering costs and original issue discounts | 206,150 | 53,000 |
Increase in notes payable | 30,000 | |
Advances from related parties | 10,468 | 12,882 |
Common Stock Subscribed | (60,000) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 246,618 | 170,882 |
Net Increase (Decrease) In Cash | 26,932 | (28,135) |
Cash At The Beginning Of The Period | 6,319 | 34,454 |
Cash At The End Of The Period | 33,251 | 6,319 |
Schedule of Non-Cash Investing and Financing Activities | ||
Debt and accrued interest exchanged for common stock | 67,370 | |
Beneficial conversion feature initially recorded as debt discount | 186,072 | 53,000 |
Supplemental Disclosure | ||
Cash paid for interest | 1,650 | |
Cash paid for income taxes |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 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”). Our Company was divested from Kingsley Capital, Inc. in a bankruptcy proceeding in 2008, in which Kingsley was the debtor. 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. and attempted to start up in the energy business in 2010 without success, resulting in losses totaling $1,819,530 over a three-year period. Our Company was inactive until 2016 when new management and capital were introduced. On January 25, 2016, International Hedge Group, Inc. (“IHG”) signed an agreement to acquire a 95% interest in the Company. The name was changed to BlackStar Enterprise Group, Inc. in August of 2016. In lieu of the 95% of common shares originally agreed upon, IHG received 44,400,000 shares of common stock, of which IHG currently owns 4,792,702 due to anti-dilutive cancellation of shares by management (approximately 10% of outstanding common stock), and 1,000,000 of Class A Preferred Stock. The Class A Preferred Stock is a super majority voting stock and is convertible at a rate of 100 common shares to one share of preferred stock. IHG is our controlling shareholder and is engaged in providing management services to companies, and, on occasion, capital consulting. IHG and BlackStar are currently managed and controlled by the same individuals John Noble Harris (beneficial owner of an additional 9% of common stock) and Joseph Kurczodyna (beneficial owner of an additional 9% of common stock). 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. In addition to the services described above, BlackStar formed a subsidiary nonprofit company, Crypto Industry SRO Inc., on December 31, 2017. Crypto Industry SRO is in the beginning stages of organizing membership participation in the newly-formed nonprofit. Crypto Industry SRO is planned to act as a self-regulatory membership organization for the crypto-equity industry and set guidelines and best-practice rules by which industry members would abide. BlackStar will provide management of this entity under a services contract. The Company currently trades on the OTC QB under the symbol “BEGI”. The Company’s fiscal year end is December 31 st |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 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 year ended December 31, 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. As of December 31, 2019 the Company had a total of $33,251 of cash, negative working capital of ($234,278) and an accumulated deficit of ($4,400,602). 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 | 12 Months Ended |
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting policies refer to specific accounting principles and the methods of applying those principles to fairly present the Company’s financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed below include those that management has determined to be the most appropriate in preparing the Company’s financial statements and are not discussed in a separate footnote. Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and reflect our accounts and operations and those of our subsidiaries and include the accounts of BlackStar Enterprise Group, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. BlackStar also formed a subsidiary nonprofit company, Crypto Industry SRO Inc., on December 31, 2017. 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. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2019 and December 31, 2018, the Company had $0 and $0 in excess of the FDIC insured limit, respectively. Revenue Recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company currently has no sources of revenue. 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 assets. 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 Management may make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ from those 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 share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately when stock or options are awarded for previous or current service without further recourse. 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. Advertising and Promotional Costs Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses totaled $0 and $0 for the years ended December 31, 2019 and 2018 respectively. Comprehensive Income (Loss) Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments in investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception, there have been no differences between our Comprehensive loss and net loss. Our comprehensive loss was identical to our net loss for the years ended December 31, 2019 and 2018. Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Recent Accounting Pronouncements Management has evaluated accounting standards and interpretations issued but not yet effective as of April 27, 2020 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 | 12 Months Ended |
Dec. 31, 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 $300 and $553 for the twelve months ended December 31, 2019 and 2018 and a total accumulated depreciation of $1,659 and $1,359 as of December 31, 2019 and 2018, respectively. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
Note Receivable | |
NOTE RECEIVABLE | NOTE 5 – NOTE RECEIVABLE During the month of October 2016, the Company identified a target company, MeshWorks, 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 to 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 $250,000. On September 27, 2017, the Company assigned the MeshWorks Promissory Notes (principal amount of $500,000) and all collateral agreements to IHG, the parent and majority stockholder of the Company, in exchange for a settlement of the verbal working capital loan agreement for $400,000 between IHG and the Company (IHG advanced startup funds to Company in 2016) and a promissory note for $145,000, payable to the Company in twelve months with interest of 1% per quarter on the last day of each quarter until paid. 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 October 10, 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 recorded write-off expense of $145,000 for the year ended December 31, 2018. |
STOCKHOLDER'S DEFICIT
STOCKHOLDER'S DEFICIT | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders Deficit | |
STOCKHOLDERS' DEFICIT | NOTE 6 – STOCKHOLDER’S DEFICIT The total number of common shares authorized to be issued by the Company as of December 31, 2019 was 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. Subsequently, on March 10, 2020, the Company’s shareholders voted to increase the Company’s authorized common shares from 200,000,000 to 700,000,000. On August 25, 2016 the Company issued 44,400,000 shares of common stock and 1,000,000 shares of its Class A Preferred Convertible Stock to IHG in fulfillment of the purchase agreement. As of December 31, 2019, there are 1,000,000 Preferred 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. Class A Preferred Rights. Common Stock Voting Rights: As of December 31, 2019, the total number of common shares outstanding was 48,003,443. 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 330,000 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 note are explained in greater detail in the footnote: 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. If the conversion were to take place on December 31, 2019 the conversion effect would be based on an outstanding debt of $106,856 of principal and $773 of accrued interest for a total of $107,629. Dividing the outstanding total amount by 0.0076, which represents 50% of the lowest trading price of the previous 25 days, would result in a total of 14,255,497 shares. The lending instrument, however, limits the number of shares to be no more than 4.99% of the total outstanding shares. With the number of shares outstanding as of December 31, 2019, of 48,003,443, 4.99% would be 2,395,372. Using this conversion number of shares, the transfer agent was advised to reserve 23,953,718 shares. The conditions of the note are explained in greater detail in the footnote, CONVERTIBLE NOTE. During the quarter ended December 31, 2019, the Company negotiated two separate loans in the amount of $70,000 each. They are payable in cash or stock in one year. If the conversion were to take place as of December 31, 2019, the Company would be obligated to issue 28,000,000 shares of its common stock. However, the lending instrument limits the number of shares to be no more than 4.99% of the total outstanding shares. The lender reserves the right to increase this percentage to 9.9% with 60 days written notice to the borrower. Considering this limitation, the maximum number of shares that could be issued under each note would be 2,395,372 or 4,752,341 shares if the increase is exercised as of December 31, 2019. Inasmuch as the note was issued in the month of December the calculation would be the same at the date of issuance as at the fiscal year end. The conditions of these notes are explained in greater detail in the footnote, CONVERTIBLE NOTE. During the quarter ended December 31, 2019, the Company negotiated a six-month extension on two notes dated April 24 and April 29, 2019 in the amounts of $20,000 and $10,000, respectively. As an inducement to extend these loans the holders were paid a total of $1,650 in cash and a total of 150,000 shares which were assigned by International Hedge Group from their holdings. As a result, there was no impact on the total shares issued by the Company. 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. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
WARRANTS | NOTE 7 – WARRANTS On August 25, 2016 the Company issued 34,000,000 warrants to purchase the Company’s common stock at an exercise price of $0.05. These warrants had an exercise price of $0.05 per share and an expiration date that was 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 in the quarter ended September 30, 2016. 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.” The Company policy is to calculate the expense as of the time of issuance and does not reevaluate this calculation in subsequent periods. 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, $0.05, 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 of $1.25 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, the Company sold 100,000 units, each unit consisting of one share of restricted common stock and one warrant to purchase common stock with an exercise price of $0.60, expiring after 5 years, 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. The shares were issued on July 5, 2017. A warrant expense of $70,000 was recorded for the quarter ended September 30, 2017. The warrant expense for the year ended December 31, 2017 was $70,000. 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 dated April 26, 2019, 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.” The Company recognized a warrant expense of $132,593 for the year ended December 31, 2019. 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 2.51 Exercised June 14, 2018 (17,000,000 ) 0 0 Issued April 26, 2019 5.00 440,000 $ 0.25 4.32 Expired 0 0 0 Balance at December 31, 2019 540,000 $ 0.60 3.42 As of December 31, 2019, warrants to purchase 540,000 shares of common stock were outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 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 December 31 December 31, December 31, 2019 2018 2017 Net loss before income taxes $ (665,615 ) $ (411,380 ) $ (116,138 ) Adjustments to net loss Warrant expense 132,593 53,000 — Convertible note expense 187,573 — — Net taxable income (loss) (345,449 ) (358,380 ) (116,138 ) Income tax rate 26 % 26 % 26 % Income tax recovery 89,817 93,180 30,200 Valuation allowance change (89,817 ) (93,180 ) (30,200 ) Provision for income taxes $ — $ — $ — The significant components of deferred income tax assets at December 31, 2019, December 31, 2018 and 2017 are as follows: Components of deferred income tax assets December 31, December 31, December 31, 2019 2018 2017 Net operating loss carryforward $ 912,074 $ 566,625 $ 208,245 Valuation allowance (912,074 ) (566,625 ) (208,245 ) Net deferred income tax asset $ — $ — $ — As of December 31, 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 December 31, 2019. As of December 31, 2019, the Company did not have any amounts recorded pertaining to uncertain tax positions. As at April 27, 2020 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 | 12 Months Ended |
Dec. 31, 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. At December 31, 2018 the note was deemed uncollectible and was expensed in that same year. After expensing the $145,000, the Company had a remaining obligation to IHG in the amount of $18,500. There is no written note for this amount, and it is included with other amounts that have been advanced by IHG to the Company in a total of $22,590. This loan is not secured, bears no interest, is not documented in writing and is payable on demand of the lender. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 10 – CONVERTIBLE NOTES 10-1 POWER-UP LENDING GROUP 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 the Company received $50,000 net cash proceeds, as there was a deduction from proceeds to the Company of $3,000 for legal fees and due diligence 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 ten 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 accounted for this conversion feature as a Beneficial Conversion Feature and fully recognized the Beneficial Conversion Feature on inception. The fair value was calculated to be $53,000 for the expense portion of the note. This calculation was based on the current trading prices of the Company. Management has determined that this treatment, the expensing of the entire value of the note, was appropriate given the uncertain nature of the value of the Company and its stock. With this treatment there were no revaluations until the note was 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. On October 4, 2019, the lender notified the Company of their intent to convert $27,000 of principal and $2,120 of accrued interest into shares of common stock of the Company. The effective conversion price for these shares was $0.0244. At this conversion rate the lender received 1,193,443 shares of stock. As a result of the conversions exercised by the lender the Company issued a total of 1,493,334 shares of its common stock and due to the difference between the trading price and the value of the debt converted the Company recorded a loss of ($270,286). This is reported on the Statement of Operations under the heading of “Loss on Conversion of Notes Payable.” 10-2 AUCTUS FUND 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 the Company received $97,250 net cash proceeds, as 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. During the quarter ended December 31, 2019 the lender exercised its right to convert $9,106 of accrued interest and $3,144 of principal into common stock of the Company. As a result of these conversions the Company issued a total of 1,500,000 shares of its common stock and due to the difference between the trading price ant the value of the debt converted the Company recorded a loss of ($30,600). This is reported on the Statement of Income and Expense under the heading of “Loss on conversion of Notes Payable.” 10-3 GS CAPITAL PARTNERS On November 1, 2019 the Company entered into a financing arrangement with GS Capital Partners LLC. The face value of the note is $70,000 at an interest rate of 10% and the maturity date is November 1, 2020. At the time of the disbursement the Company received $54,450 net cash proceeds, as there was a deduction from proceeds to the Company of $3,500 for legal fees related to the issuance of the promissory note, $6,000 as prepaid interest and $6,050 as a note placement expense. 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 no warrants or options attached to this note. 10-4 ADAR ALEF On November 4, 2019 the Company entered into a financing arrangement with Adar Alef, LLC. The face value of the note is $70,000 at an interest rate of 10% and the maturity date is November 1, 2020. At the time of the disbursement the Company received $54,450 net cash proceeds, as there was a deduction from proceeds to the Company of $3,500 for legal fees related to the issuance of the promissory note, $6,000 as prepaid interest and $6,050 as a note placement expense. 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 no warrants or options attached to this note. Upon issuance of the 2019 convertible notes, the Company recorded discounts of $229,922 against the notes’ face values, to be amortized ratably over the life of each note. The discounts initially consisted of $186,072 of beneficial conversion features, $9,750 of direct legal costs, $12,100 of placement costs and $22,000 of original issue discounts. During the year ended December 31, 2019, the Company amortized the following to expense: $6,141 of legal fees, $10,166 of placement costs, $74,314 of beneficial conversion features and $11,027 of prepaid interest. A summary of balances and activity related to convertible notes and interest as of December 31, 2019 and 2018 and for the years then ended is as follows: CONVERTIBLE NOTE SUMMARY Accrued Interest Interest Principal Interest Principal Shares Shares Expense Payable Payable Converted Converted Converted Reserved 10-1 12/31/2018 $ 383 $ 383 $ 53,000 — — — — Power Up 12/31/2019 $ 3,165 — — $ 3,549 $ 53,000 1,493,334 Nil Lending 10-2 4/6/2019 — — $ 110,000 — — — — Auctus 12/31/2019 $ 10,188 $ 773 $ 106,856 $ 9,106 $ 3,144 1,500,000 23,953,718 10-3 11/1/2019 — — $ 70,000 — — — — GS Capital 12/31/2019 $ 1,151 $ 1,151 $ 70,000 — — — 28,000,000 10-4 11/4/2019 — — $ 70,000 — — — — Adar Alef 12/31/2019 $ 1,093 $ 1,093 $ 70,000 — — — 22,994,383 Totals 12/31/2019 $ 15,597 $ 3,017 $ 246,856 $ 12,655 $ 56,144 2,993,334 74,948,101 AMORTIZATION OF PREPAID INTEREST Begin End First Second Third Fourth Prepaid Date Date Quarter Quarter Quarter Quarter Balance 10-2 Auctus $ 10,000 4/26/2019 1/26/2020 $ — $ 2,364 $ 3,345 $ 3,345 $946 $ 10-3 GS Capital $ 6,000 11/1/2019 11/1/2020 $ — $ — $ — $ 984 $5,016 10-4 Adar Alef $ 6,000 11/4/2019 11/1/2020 $ — $ — $ — $ 942 $5,058 Totals $ — $ 2,364 $ 3,345 $ 5,271 $11,020 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 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 and were recorded to interest expense. On December 13, 2019, the Company negotiated a six-month extension with the lender and paid $1,100 cash for accrued interest and issued 100,000 shares of common stock as an additional inducement for the extension. The stock was valued at $0.027 per share per the loan agreement, resulting in $2,700 of interest expense based on the stock’s closing price on that date. 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 and recorded to interest expense. On December 13, 2019, the Company negotiated a six-month extension with the lender and paid $550 cash for accrued interest and issued 50,000 shares of common stock as an additional inducement for the extension. The stock was valued at $0.027 per share per the loan agreement, resulting in $1,350 of interest expense based on the stock’s closing price on that date. Related party transactions. In support of the Company’s efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note. The following table summarizes the advances and repayments from/to related parties and describes each person’s relationship to the Company. In addition, International Hedge Group provides management consulting services to the Company. There is no formal written agreement that defines the compensation to be paid. For the years ended December 31, 2019 and 2018 the Company recorded the related party management consulting expense of $104,720 and $104,331 respectively. |
PRIVATE OFFERING
PRIVATE OFFERING | 12 Months Ended |
Dec. 31, 2019 | |
Private Offering | |
PRIVATE OFFERING | NOTE 12 – 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 were not registered and the underlying stock and digital share were 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 reserved 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 has kept the offering open; however, the Company raised $0 from the offering in the year ended December 31, 2019. 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 has researched and has found no definitive means for valuing the “BlackStar Digital Equity”. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS On February 6, 2020, the Company received notice from Auctus Fund, LLC of their intention to redeem $862 of principal and $2,471 of accrued interest. To complete this the Company issued 2,387,795 shares of its common stock at an average price of $0.0018 per share. On March 10, 2020, at the Company’s annual meeting an amendment to the Company’s Certificate of Incorporation increasing the number of authorized common shares from 200,000,000 to 700,000,000. The amendment was approved by an overwhelming majority of the stockholders voting. Management has evaluated significant events through May 4, 2020, the date these financial statements were available to be issued, noting none that require additional disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and reflect our accounts and operations and those of our subsidiaries and include the accounts of BlackStar Enterprise Group, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. BlackStar also formed a subsidiary nonprofit company, Crypto Industry SRO Inc., on December 31, 2017. |
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. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2019 and December 31, 2018, the Company had $0 and $0 in excess of the FDIC insured limit, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company currently has no sources of revenue. |
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 assets. 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 Management may make estimates and assumptions that affect the amounts reported in the financial statements and footnotes. Actual results could differ from those 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 share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately when stock or options are awarded for previous or current service without further recourse. 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. |
Advertising and Promotional Costs | Advertising and Promotional Costs Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses totaled $0 and $0 for the years ended December 31, 2019 and 2018 respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments in investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception, there have been no differences between our Comprehensive loss and net loss. Our comprehensive loss was identical to our net loss for the years ended December 31, 2019 and 2018. |
Original Issue Discount | Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has evaluated accounting standards and interpretations issued but not yet effective as of April 27, 2020 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) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Warrants Activity | 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 2.51 Exercised June 14, 2018 (17,000,000 ) 0 0 Issued April 26, 2019 5.00 440,000 $0.25 4.32 Expired 0 0 0 Balance at December 31, 2019 540,000 $0.60 3.42 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31 December 31, December 31, 2019 2018 2017 Net loss before income taxes $ (665,615 ) $ (411,380 ) $ (116,138 ) Adjustments to net loss Warrant expense 132,593 53,000 — Convertible note expense 187,573 — — Net taxable income (loss) (345,449 ) (358,380 ) (116,138 ) Income tax rate 26 % 26 % 26 % Income tax recovery 89,817 93,180 30,200 Valuation allowance change (89,817 ) (93,180 ) (30,200 ) Provision for income taxes $ — $ — $ — |
Significant Components of Deferred Income Tax Assets | The significant components of deferred income tax assets at December 31, 2019, December 31, 2018 and 2017 are as follows: Components of deferred income tax assets December 31, December 31, December 31, 2019 2018 2017 Net operating loss carryforward $ 912,074 $ 566,625 $ 208,245 Valuation allowance (912,074 ) (566,625 ) (208,245 ) Net deferred income tax asset $ — $ — $ — |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Balances and Activity Related to Convertible Notes and Interest | A summary of balances and activity related to convertible notes and interest as of December 31, 2019 and 2018 and for the years then ended is as follows: CONVERTIBLE NOTE SUMMARY Accrued Interest Interest Principal Interest Principal Shares Shares Expense Payable Payable Converted Converted Converted Reserved 10-1 12/31/2018 $ 383 $ 383 $ 53,000 — — — — Power Up 12/31/2019 $ 3,165 — — $ 3,549 $ 53,000 1,493,334 Nil Lending 10-2 4/6/2019 — — $ 110,000 — — — — Auctus 12/31/2019 $ 10,188 $ 773 $ 106,856 $ 9,106 $ 3,144 1,500,000 23,953,718 10-3 11/1/2019 — — $ 70,000 — — — — GS Capital 12/31/2019 $ 1,151 $ 1,151 $ 70,000 — — — 28,000,000 10-4 11/4/2019 — — $ 70,000 — — — — Adar Alef 12/31/2019 $ 1,093 $ 1,093 $ 70,000 — — — 22,994,383 Totals 12/31/2019 $ 15,597 $ 3,017 $ 246,856 $ 12,655 $ 56,144 2,993,334 74,948,101 |
Schedule of Amortization | AMORTIZATION OF PREPAID INTEREST Begin End First Second Third Fourth Prepaid Date Date Quarter Quarter Quarter Quarter Balance 10-2 Auctus $ 10,000 4/26/2019 1/26/2020 $ — $ 2,364 $ 3,345 $ 3,345 $946 $ 10-3 GS Capital $ 6,000 11/1/2019 11/1/2020 $ — $ — $ — $ 984 $5,016 10-4 Adar Alef $ 6,000 11/4/2019 11/1/2020 $ — $ — $ — $ 942 $5,058 Totals $ — $ 2,364 $ 3,345 $ 5,271 $11,020 |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) | 1 Months Ended | 12 Months Ended | ||||
Aug. 25, 2016shares | Jan. 25, 2016shares | Jan. 31, 2010USD ($) | Dec. 31, 2019shares | Dec. 31, 2018shares | Mar. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Loss in business start up | $ | $ 1,819,530 | |||||
Period of loss | 3 years | |||||
Shares issued to parent entity | 48,003,443 | 52,000,000 | ||||
Common Stock [Member] | John Noble Harris [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of Company purchased | 9.00% | |||||
Common Stock [Member] | Joseph Kurczodyna [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of Company purchased | 9.00% | |||||
Class A Preferred Stock [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Convertion rate of common shares to preferred stock | 100 | 100 | 100 | |||
International Hedge Group, Inc. [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of Company purchased | 95.00% | 95.00% | ||||
International Hedge Group, Inc. [Member] | Series A Preferred Stock [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Percentage of shares held under anti-dilutive cancellation | 10.00% | |||||
Shares subject to anti-dilutive cancellation of shares | 4,792,702 | |||||
International Hedge Group, Inc. [Member] | Common Stock [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Shares issued to parent entity | 44,400,000 | 44,400,000 | ||||
International Hedge Group, Inc. [Member] | Class A Preferred Stock [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Shares issued to parent entity | 1,000,000 | 1,000,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Going Concern [Abstract] | ||
Cash | $ 33,251 | |
Negative working capital | (234,278) | |
Accumulated deficit | $ (4,400,602) | $ (3,521,333) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies Narrative | ||
Cash FDIC Insured Amount | $ 250,000 | |
Excess of FDIC insured limit | 0 | $ 0 |
Advertising and promotional expenses | $ 0 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Depreciation expense | $ 300 | $ 553 | |
Accumulated depreciation | $ 1,659 | $ 1,359 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Purchases of office equipment | $ 1,659 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) | 1 Months Ended | 12 Months Ended | |||||
Apr. 29, 2019USD ($) | Apr. 24, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Sep. 27, 2017USD ($) | Jan. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||||||
Agreed amount of investment | $ 106,856 | ||||||
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] | |||||||
Note receivable | $ 145,000 | ||||||
Interest rate | 1.00% | ||||||
Principal loan amount | $ 500,000 | ||||||
Working capital loan settlement | 400,000 | ||||||
Notes payables | 145,000 | ||||||
Percentage of impairment of note and writing down | 100.00% | ||||||
Write-off expense | $ 145,000 | ||||||
International Hedge Group, Inc. [Member] | MeshWorks Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal loan amount | $ 500,000 | ||||||
Loan To Target Company MeshWorks Second Tranche [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount of investment sought | $ 250,000 |
STOCKHOLDER'S DEFICIT (Details)
STOCKHOLDER'S DEFICIT (Details) | Jun. 14, 2018$ / sharesshares | Jul. 03, 2017USD ($)$ / sharesshares | Jun. 14, 2017$ / sharesshares | Aug. 25, 2016$ / sharesshares | Jan. 25, 2016shares | Dec. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2018shares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Mar. 10, 2020shares | Dec. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016 |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||
Common stock, shares outstanding | 48,003,443 | 48,003,443 | 52,000,000 | ||||||||||||||
Preferred stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Shares issued to parent entity | 48,003,443 | 48,003,443 | 52,000,000 | ||||||||||||||
Preferred stock liquidation preference per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Shares exchanged for debt, shares | 1,493,334 | ||||||||||||||||
Value of debt discharged | $ | $ 53,000 | ||||||||||||||||
Value of interest on debt discharged | $ | 2,120 | ||||||||||||||||
Gain (loss) on debt relief | $ | $ 270,822 | $ 52,903 | |||||||||||||||
Number of warrants issued | 34,000,000 | 34,000,000 | |||||||||||||||
Warrants, exercise price per share | $ / shares | $ 0.05 | $ 0.05 | |||||||||||||||
Value of warrants | $ | $ 1,328,000 | $ 1,360,000 | $ 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 Regular or Special Meeting of the Shareholders) equal to that number of common shares which is not less than 60% of the vote required to approve any action | ||||||||||||||||
Share price | $ / shares | $ 0.01 | $ 0.04 | $ 0.04 | $ 0.01 | $ 0.50 | ||||||||||||
Warrants, expiration period | 3 years | ||||||||||||||||
Subscription offering receipts | $ | $ 105,000 | $ 60,000 | |||||||||||||||
Convertible notes payable | $ | $ 145,208 | $ 110,000 | $ 145,208 | $ 53,000 | |||||||||||||
Percentage limit of stock issued | 4.99% | 4.99% | |||||||||||||||
Principal amount | $ | 106,856 | ||||||||||||||||
Accrued interest | $ | 773 | ||||||||||||||||
Outstanding Debt | $ | $ 107,629 | ||||||||||||||||
Debt description | Dividing the outstanding total amount by 0.0076, which represents 50% of the lowest trading price of the previous 25 days, would result in a total of 14,255,497 shares. | ||||||||||||||||
Shares outstanding | 48,003,443 | ||||||||||||||||
Shares reserved | 23,953,718 | 74,948,101 | |||||||||||||||
April 24, 2019 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible notes payable | $ | $ 20,000 | $ 20,000 | |||||||||||||||
April 29, 2019 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible notes payable | $ | 10,000 | 10,000 | |||||||||||||||
One Loan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible notes payable | $ | 70,000 | 70,000 | |||||||||||||||
Two Loan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Convertible notes payable | $ | $ 70,000 | $ 70,000 | |||||||||||||||
Two Seperate Loan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued under obligation | 28,000,000 | ||||||||||||||||
Percentage limit of stock issued | 4.99% | 4.99% | |||||||||||||||
Six-month Extension on Two Notes [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Cash paid for extension of loan | $ | $ 1,650 | $ 1,650 | |||||||||||||||
Shares issued for extension of loan | 150,000 | ||||||||||||||||
Stock Issued [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares exchanged for debt, shares | 1,322,579 | ||||||||||||||||
Value of debt discharged | $ | $ 335,072 | ||||||||||||||||
Gain (loss) on debt relief | $ | 282,569 | ||||||||||||||||
Class A Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, conversion ratio | 1,000,000 | 1,000,000 | |||||||||||||||
Convertion rate of common shares to preferred stock | 100 | 100 | 100 | ||||||||||||||
Maximum [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued under obligation | 2,395,372 | ||||||||||||||||
Maximum [Member] | Two Seperate Loan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued under obligation | 4,752,341 | ||||||||||||||||
Percentage limit of stock issued | 9.90% | 9.90% | |||||||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 700,000,000 | ||||||||||||||||
Minimum [Member] | Two Seperate Loan [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued under obligation | 2,395,372 | ||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | 200,000,000 | ||||||||||||||||
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 | $ / shares | $ 0.05 | $ 0.60 | |||||||||||||||
Value of warrants | $ | $ 70,000 | $ 20,253 | $ 20,253 | ||||||||||||||
Warrant expense | $ | $ 70,000 | ||||||||||||||||
Share price | $ / shares | $ 0.30 | ||||||||||||||||
Warrants, expiration period | 3 years | 5 years | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued to parent entity | 16,370,370 | 16,320,000 | |||||||||||||||
Number of warrants issued | 100,000 | ||||||||||||||||
Warrants, exercise price per share | $ / shares | $ 1.35 | $ 0.60 | $ 1.25 | ||||||||||||||
Value of warrants | $ | $ 30,000 | ||||||||||||||||
Number of shares issued | 330,000 | ||||||||||||||||
Shares outstanding | 48,003,443 | 48,003,443 | 52,000,000 | 52,000,000 | |||||||||||||
International Hedge Group, Inc. [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Percentage of Company purchased | 95.00% | 95.00% | |||||||||||||||
Stock surrender | 330,000 | ||||||||||||||||
International Hedge Group, Inc. [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued to parent entity | 44,400,000 | 44,400,000 | |||||||||||||||
International Hedge Group, Inc. [Member] | Class A Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Shares issued to parent entity | 1,000,000 | 1,000,000 | |||||||||||||||
International Hedge Group, Inc. [Member] | Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock surrender | 100,000 | ||||||||||||||||
Number of shares issued | 100,000 | ||||||||||||||||
International Hedge Group, Inc. [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock surrender | 16,320,000 | ||||||||||||||||
Warrants, expiration period | 5 years |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | Jun. 14, 2018 | Jul. 03, 2017 | Jun. 14, 2017 | Aug. 25, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2018 | Sep. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 |
Number of warrants issued | 34,000,000 | 34,000,000 | |||||||||
Warrants, exercise price per share | $ 0.05 | $ 0.05 | |||||||||
Warrants, expiration period | 3 years | ||||||||||
Proceeds from issuance of shares | 48,003,443 | 52,000,000 | |||||||||
Warrants exchanged for debt, shares | 1,493,334 | ||||||||||
Value of warrants | $ 1,360,000 | $ 1,360,000 | $ 1,328,000 | ||||||||
Value of debt discharged | $ 53,000 | ||||||||||
Loss on debt relief | $ 270,822 | 52,903 | |||||||||
Warrant expense | $ 70,000 | ||||||||||
International Hedge Group, Inc. [Member] | |||||||||||
Ownership percentage of six stockholders | 5.00% | ||||||||||
Percentage of warrants issued received by six stockholders | 57.35% | ||||||||||
Stock surrender | 330,000 | ||||||||||
Warrant [Member] | |||||||||||
Number of warrants issued | 34,000,000 | ||||||||||
Warrants, exercise price per share | $ 0.05 | $ 0.60 | |||||||||
Warrants, expiration period | 3 years | 5 years | |||||||||
Warrants exchanged for debt, shares | 17,000,000 | 17,000,000 | 800,000 | 800,000 | |||||||
Value of warrants | $ 70,000 | $ 20,253 | 20,253 | ||||||||
Value of debt discharged | 20,253 | 32,000 | |||||||||
Loss on debt relief | $ 11,747 | $ 11,747 | |||||||||
Stock price | $ 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 | ||||||||||
Warrant expense | 132,593 | $ 70,000 | |||||||||
Convertible note expense | $ 110,000 | ||||||||||
Warrant [Member] | Black-Scholes [Member] | |||||||||||
Warrants, exercise price per share | $ 0.25 | ||||||||||
Warrants, expiration period | 5 years | ||||||||||
Value of warrants | $ 132,593 | ||||||||||
Stock price | $ 0.38 | ||||||||||
Strike price | $ 0.25 | ||||||||||
Volatility | 98.00% | ||||||||||
Risk free rate | 2.25% | ||||||||||
Time to expiration | 5 years | ||||||||||
Warrant [Member] | International Hedge Group, Inc. [Member] | |||||||||||
Stock surrender | 100,000 | ||||||||||
Common Stock [Member] | |||||||||||
Number of warrants issued | 100,000 | ||||||||||
Warrants, exercise price per share | $ 1.35 | $ 0.60 | $ 1.25 | ||||||||
Proceeds from issuance of shares | 16,370,370 | 16,320,000 | |||||||||
Value of warrants | $ 30,000 | ||||||||||
Common Stock [Member] | International Hedge Group, Inc. [Member] | |||||||||||
Warrants, expiration period | 5 years | ||||||||||
Stock surrender | 16,320,000 | ||||||||||
Share cancelled | 16,370,370 |
WARRANTS (Schedule of Warrant A
WARRANTS (Schedule of Warrant Activity) (Details) - Warrant [Member] | 48 Months Ended |
Dec. 31, 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 | $ 0.60 |
Remaining Life | |
Granted | 0 years |
Exercised | 0 years |
Issued | 2 years 6 months 3 days |
Exercised | 0 years |
Issued | 4 years 3 months 26 days |
Expired | 0 years |
Balance | 3 years 5 months 1 day |
Date of Issuence | |
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) | 12 Months Ended |
Dec. 31, 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 ($) | 12 Months Ended | ||
Dec. 31, 2019 | 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 | $ (879,269) | $ (411,380) | $ (116,138) |
Adjustments to net loss | |||
Warrant expense | 132,593 | 53,000 | |
Convertible note expense | 187,573 | ||
Net taxable income (loss) | $ (345,449) | $ (358,380) | $ (116,138) |
Income tax rate | 26.00% | 26.00% | 26.00% |
Income tax recovery | $ 89,817 | $ 93,180 | $ 30,200 |
Valuation allowance change | (89,817) | (93,180) | (30,200) |
Provision for income taxes |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Net operating loss carryforward | $ 912,074 | $ 566,625 | $ 208,245 |
Valuation allowance | (912,074) | (566,625) | (208,245) |
Net deferred income tax asset |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accrued interest | $ 3,017 | ||
International Hedge Group, Inc. [Member] | |||
Loan payable | $ 400,000 | $ 18,500 | |
Loan payable - related party | 440,500 | $ 22,590 | |
Repayment of loan | 22,000 | ||
Notes receivables | 145,000 | ||
MeshWorks Media Corp [Member] | |||
Accrued interest | $ 545,000 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Nov. 04, 2019 | Nov. 01, 2019 | Oct. 04, 2019 | Jun. 05, 2019 | Jun. 14, 2018 | Jun. 14, 2017 | Nov. 30, 2019 | Nov. 29, 2019 | Jul. 23, 2019 | Jun. 24, 2019 | Apr. 29, 2019 | Apr. 26, 2019 | Apr. 24, 2019 | Aug. 25, 2016 | Dec. 31, 2019 | Sep. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Sep. 30, 2017 |
Short-term Debt [Line Items] | |||||||||||||||||||||
Convertible note | $ 145,208 | $ 145,208 | $ 53,000 | $ 110,000 | |||||||||||||||||
Interest rate | 11.00% | 11.00% | |||||||||||||||||||
Maturity date | Oct. 29, 2019 | Oct. 24, 2019 | |||||||||||||||||||
Legal fees | $ 102,909 | $ 67,575 | |||||||||||||||||||
Average price of share | $ 0.01 | $ 0.04 | $ 0.01 | $ 0.50 | |||||||||||||||||
Exercise price | $ 0.05 | ||||||||||||||||||||
Debt convert shares received | 1,493,334 | ||||||||||||||||||||
Interest Converted | $ 12,655 | ||||||||||||||||||||
Principal Converted | $ 56,144 | ||||||||||||||||||||
Common stock, shares outstanding | 48,003,443 | 48,003,443 | 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 | $ 0.60 | |||||||||||||||||||
Debt convert shares received | 17,000,000 | 17,000,000 | 800,000 | 800,000 | |||||||||||||||||
Warrants outstanding | 34,000,000 | ||||||||||||||||||||
Stock price | $ 0.04 | $ 0.04 | |||||||||||||||||||
Volatility | 172.00% | ||||||||||||||||||||
Risk free rate | 1.75% | ||||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Adar Alef, LLC [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||
Debt discount | $ 229,922 | ||||||||||||||||||||
Original issue discounts | 22,000 | ||||||||||||||||||||
Company received net cash proceed | $ 54,450 | ||||||||||||||||||||
Maturity date | Nov. 1, 2020 | ||||||||||||||||||||
Legal fees | $ 3,500 | 9,750 | $ 6,141 | ||||||||||||||||||
Placement costs | 12,100 | 10,166 | |||||||||||||||||||
Prepaid interest | $ 6,000 | $ 11,027 | 11,027 | ||||||||||||||||||
Percentage of conversion | 50.00% | ||||||||||||||||||||
Percentage of discount | 50.00% | ||||||||||||||||||||
Average price of share | $ 0.50 | ||||||||||||||||||||
Percentag of limit amount of stock | 4.99% | ||||||||||||||||||||
Convertible note expense | $ 6,050 | ||||||||||||||||||||
Debt convert amount | $ 70,000 | ||||||||||||||||||||
Interest Converted | |||||||||||||||||||||
Principal Converted | |||||||||||||||||||||
Beneficial Conversion Feature | $ 186,072 | $ 74,314 | |||||||||||||||||||
Power Up Lending Group LLC [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Convertible note | $ 53,000 | ||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||
Company received net cash proceed | $ 50,000 | ||||||||||||||||||||
Maturity date | Nov. 28, 2019 | ||||||||||||||||||||
Legal fees | $ 3,000 | ||||||||||||||||||||
Percentage of conversion | 61.00% | ||||||||||||||||||||
Percentage of discount | 39.00% | ||||||||||||||||||||
Average price of share | $ 0.61 | ||||||||||||||||||||
Percentag of limit amount of stock | 4.99% | ||||||||||||||||||||
Convertible note expense | $ 53,000 | ||||||||||||||||||||
Debt convert amount | $ 27,000 | $ 8,000 | $ 10,000 | $ 8,000 | |||||||||||||||||
Debt convert shares issued | 52,459 | 160,000 | 87,432 | 1,493,334 | |||||||||||||||||
Loss on conversion of notes payable | $ (270,286) | ||||||||||||||||||||
Debt convert shares received | 1,193,443 | ||||||||||||||||||||
Debt convert conversion price | $ 0.0244 | $ 0.1525 | $ 0.0625 | $ 0.0915 | |||||||||||||||||
Debt accrued interest | $ 2,120 | ||||||||||||||||||||
Interest Converted | 3,549 | ||||||||||||||||||||
Principal Converted | $ 53,000 | ||||||||||||||||||||
Auctus Fund, LLC [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Convertible note | $ 110,000 | ||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||
Company received net cash proceed | $ 97,250 | ||||||||||||||||||||
Maturity date | Jan. 26, 2020 | ||||||||||||||||||||
Legal fees | $ 2,750 | ||||||||||||||||||||
Prepaid interest | $ 10,000 | ||||||||||||||||||||
Percentage of conversion | 50.00% | ||||||||||||||||||||
Percentage of discount | 50.00% | ||||||||||||||||||||
Average price of share | $ 0.50 | ||||||||||||||||||||
Percentag of limit amount of stock | 4.99% | ||||||||||||||||||||
Convertible note expense | $ 1,111 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Exercise price | $ 0.25 | ||||||||||||||||||||
Debt convert shares issued | 1,500,000 | ||||||||||||||||||||
Loss on conversion of notes payable | $ (30,600) | ||||||||||||||||||||
Interest Converted | 9,106 | 9,106 | |||||||||||||||||||
Principal Converted | $ 3,144 | 3,144 | |||||||||||||||||||
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 | ||||||||||||||||||||
GS Capital Partners LLC [Member] | |||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||
Company received net cash proceed | $ 54,450 | ||||||||||||||||||||
Maturity date | Nov. 1, 2020 | ||||||||||||||||||||
Legal fees | $ 3,500 | ||||||||||||||||||||
Prepaid interest | $ 6,000 | ||||||||||||||||||||
Percentage of conversion | 50.00% | ||||||||||||||||||||
Percentage of discount | 50.00% | ||||||||||||||||||||
Average price of share | $ 0.50 | ||||||||||||||||||||
Percentag of limit amount of stock | 4.99% | ||||||||||||||||||||
Convertible note expense | $ 6,050 | ||||||||||||||||||||
Debt convert amount | $ 70,000 | ||||||||||||||||||||
Interest Converted | |||||||||||||||||||||
Principal Converted |
CONVERTIBLE NOTES (Summary of B
CONVERTIBLE NOTES (Summary of Balances and Activity Related to Convertible Notes and Interest) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 04, 2019 | Nov. 01, 2019 | Apr. 06, 2019 | |
Short-term Debt [Line Items] | |||||||
Interest Expense | $ 15,597 | ||||||
Accrued Interest Payable | 3,017 | ||||||
Principal Payable | $ 246,856 | 246,856 | |||||
Interest Converted | 12,655 | ||||||
Principal Converted | $ 56,144 | ||||||
Shares Converted | 2,993,334 | ||||||
Shares Reserved | 23,953,718 | 74,948,101 | |||||
Power Up Lending Group LLC [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest Expense | $ 3,165 | $ 383 | |||||
Accrued Interest Payable | 383 | ||||||
Principal Payable | 53,000 | ||||||
Interest Converted | 3,549 | ||||||
Principal Converted | $ 53,000 | ||||||
Shares Converted | 1,493,334 | ||||||
Shares Reserved | |||||||
Auctus Fund, LLC [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest Expense | $ 10,188 | ||||||
Accrued Interest Payable | 773 | ||||||
Principal Payable | 106,856 | 106,856 | $ 110,000 | ||||
Interest Converted | 9,106 | 9,106 | |||||
Principal Converted | 3,144 | $ 3,144 | |||||
Shares Converted | 1,500,000 | ||||||
Shares Reserved | 23,953,718 | ||||||
GS Capital Partners LLC [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest Expense | $ 1,151 | ||||||
Accrued Interest Payable | 1,151 | ||||||
Principal Payable | 70,000 | 70,000 | $ 70,000 | ||||
Interest Converted | |||||||
Principal Converted | |||||||
Shares Converted | |||||||
Shares Reserved | 28,000,000 | ||||||
Adar Alef, LLC [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest Expense | $ 1,093 | ||||||
Accrued Interest Payable | 1,093 | ||||||
Principal Payable | $ 70,000 | 70,000 | $ 70,000 | ||||
Interest Converted | |||||||
Principal Converted | |||||||
Shares Converted | |||||||
Shares Reserved | 22,994,383 |
CONVERTIBLE NOTES (Schedule of
CONVERTIBLE NOTES (Schedule of Amortization) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization expense | $ 111,759 | $ 53,000 | |||
Convertible Notes [Member] | |||||
Amortization expense | $ 5,271 | $ 3,345 | $ 2,364 | ||
Accumulated amortization | 11,020 | 11,020 | |||
Auctus Fund, LLC [Member] | |||||
Amortization expense | 3,345 | $ 3,345 | $ 2,364 | ||
Accumulated amortization | 945 | 945 | 10,000 | ||
GS Capital Partners LLC [Member] | |||||
Amortization expense | 984 | ||||
Accumulated amortization | 5,016 | 5,016 | 6,000 | ||
Adar Alef, LLC [Member] | |||||
Amortization expense | 942 | ||||
Accumulated amortization | $ 5,058 | $ 5,058 | $ 6,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 13, 2019 | Apr. 29, 2019 | Apr. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 |
Note payable | $ 10,000 | $ 20,000 | $ 30,000 | |||
Amount of liability | $ 106,856 | |||||
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 | $ 80,151 | $ 383 | ||||
Common stock, par value per share | $ 0.001 | $ 0.001 | ||||
Consulting expense | $ 104,720 | $ 104,331 | ||||
Tranche One [Member] | ||||||
Interest expense | $ 2,700 | |||||
Accrued interest outstanding | $ 1,100 | |||||
Common stock, shares issued | 100,000 | |||||
Common stock, par value per share | $ 0.027 | |||||
Tranche Two [Member] | ||||||
Interest expense | $ 1,350 | |||||
Accrued interest outstanding | $ 550 | |||||
Common stock, shares issued | 50,000 | |||||
Common stock, par value per share | $ 0.027 |
PRIVATE OFFERING (Narrative) (D
PRIVATE OFFERING (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 29, 2018 | Dec. 31, 2019 | Dec. 31, 2017 | Sep. 30, 2016 | |
Per unit price | $ 0.01 | $ 0.50 | $ 0.04 | |
Exchange of unit for offering | ||||
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 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 06, 2020 | Dec. 31, 2019 | Mar. 10, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||||||
Accrued interest | $ 3,017 | |||||
Average price of share | $ 0.01 | $ 0.50 | $ 0.04 | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Subsequent Event [Member] | Auctus Fund, LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt convert shares issued | 2,387,795 | |||||
Accrued interest | $ 2,471 | |||||
Principal loan amount | $ 862 | |||||
Average price of share | $ 0.0018 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 700,000,000 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 200,000,000 |