Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Nov. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Mining Power Group, Inc. | |
Entity Central Index Key | 1,582,962 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 2 to the Quarterly Report on Form 10-Q/A (the "Amendment") amends the Quarterly Report on Form 10-Q of Mining Power Group, Inc. for the period ended March 31, 2018 (the "Original Filing"), that was originally filed with the U.S. Securities and Exchange Commission on July 27, 2018, and the Amendment to the Quarterly Report on Form 10-Q/A (the “Amendment No. 1) that was originally filed with the U.S. Securities and Exchange Commission on September 19, 2018. The Amendment is being filed solely to correct entries in the Original Filing pertaining to assignment on February 15, 2018 and debt increase due to penalties and interests of that certain Note issuance, dated May 15, 2017 in the principal amount of $375,000 on which the sum of $37,500 was advanced between Mining Power Group, Inc and Kodiak Capital Group, LLC which said note was sold to S&E Capital, Inc. Except as described above, the Amendment does not modify any other disclosures presented in, or exhibits to, the Original or Amendment No. 1 Filing in anyway | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 59,803,654 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Prepaid expenses | $ 4,500 | $ 4,500 |
Assets of discontinued operations | 498 | |
Total current assets | 4,500 | 4,998 |
Total assets | 4,500 | 4,998 |
Current liabilities: | ||
Accrued interest | 14,994 | 11,917 |
Derivative liability | 329,740 | 4,454,993 |
Convertible notes payable, net of discounts of $42,916 and $190,134 | 77,138 | 30,040 |
Convertible notes payable - related party, net of discounts of $180,861 and 0 | 1,772 | |
Related Party Loans | 38,301 | |
Total current liabilities | 461,945 | 4,496,950 |
Total liabilities | 461,945 | 4,496,950 |
Commitments and Contingencies | ||
Series A Convertible Preferred stock: $0,0001 par value: 1,000,000 shares authorized: 963,000 and 1,000,000 shares issued and outstanding at March 31, 2018 at December 31, 2017 respectively | 121,300 | 125,000 |
Shareholders' equity (deficit) | ||
Preferred stock other designations: $0,0001 par value: 10,000,000 shares authorized: 0 and 0 shares issued and outstanding at March 31, 2018 and December 31,2017 respectively | ||
Common stock: $0,0001 par value: 100,000,000 shares authorized: 41,025,671 and 3,915,769 shares issued and outstanding at March 31, 2018 and December 31, 2017 respectively | 4,103 | 392 |
Additional Paid in Capital | 650,611 | 605,615 |
Accumulated deficit | (1,233,459) | (5,222,959) |
Total shareholders' equity (deficit) | (578,745) | (4,616,952) |
Total liabilities and shareholders' equity (deficit) | $ 4,500 | $ 4,998 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Unamortized discounts on convertible notes | $ 42,916 | $ 190,134 |
Unamortized discounts on convertible notes related party | $ 180,861 | $ 0 |
Preferred stock authorized | 10,000,000 | 10,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common stock authorized | 100,000,000 | 100,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock issued | 41,025,671 | 3,915,769 |
Common stock outstanding | 41,025,671 | 3,915,769 |
Series A Preferred Stock [Member] | ||
Series A Convertible Preferred stock par value | $ 0.0001 | $ 0.0001 |
Series A Convertible Preferred stock authorized | 1,000,000 | 1,000,000 |
Series A Convertible Preferred stock issued | 963,000 | 1,000,000 |
Series A Convertible Preferred stock outstanding | 963,000 | 1,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operation (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUES | ||
COST OF SALES | ||
GROSS PROFIT | ||
Operating expenses | ||
General and Administrative expenses | 9,752 | |
Officers Compensation | 14,000 | |
Professional Fees | 14,549 | |
Total operating expense | 38,301 | |
Loss from operations | (38,301) | |
OTHER INCOME (EXPENSES) | ||
Interest Expense | (280,784) | (5,235) |
Derivative Interest | (3,682,220) | (108,552) |
Change in fair value of derivative liability | 7,854,249 | (75,824) |
Gain on Extinguishment of Debt | 137,054 | |
Fixed Asset Write-off | (498) | |
Total other income (expense) | 4,027,801 | (189,611) |
Loss from continuing operations | 3,989,500 | (189,611) |
Income (Loss) from discontinued operations | (113,535) | |
NET INCOME (LOSS) | $ 3,989,500 | $ (303,146) |
Net income (loss) per share applicable to common stockholders - basic (continuing operations) | $ 0.16 | $ (0.07) |
Net income (loss) per share applicable to common stockholders - basic (discontinued operations) | 0 | (0.04) |
Net income (loss) per share applicable to common stockholders - diluted (continuing operations) | 0 | (0.07) |
Net income (loss) per share applicable to common stockholders - diluted (discontinued operations) | $ (0.04) | |
Weighted average number of common shares outstanding - basic | 24,817,133 | 2,694,299 |
Weighted average number of common shares outstanding - diluted | 991,333,336 | 2,694,299 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) from continuing operations | $ 3,989,500 | $ (189,611) |
Adjustment to reconcile net loss to net cash used in operating activities | ||
Fixed assets write off | 498 | |
Beneficial conversion feature and derivative interest | 3,682,220 | 108,552 |
Change in derivative liability | (7,854,249) | 75,824 |
Amortization of discount on convertible notes payable | 169,158 | 5,120 |
Change in assets and liabilities | ||
Gain on extinguishment of debt | (137,054) | |
Accrued interest | 111,626 | |
Net cash used in operating activities - continuing operations | (38,301) | (115) |
Net cash used in operating activities - discontinued operations | (108,901) | |
Net cash used in operating activities | (38,301) | (109,016) |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from related party loans | 38,301 | |
Proceeds from notes payable | 63,750 | |
Shareholder contribution | 48,100 | |
Net cash provided by financing activities | 38,301 | 111,850 |
NET CHANGE IN CASH | 2,834 | |
CASH, beginning of period | 4,260 | |
CASH, end of period | 7,094 | |
SUPPLEMENTAL DISCLOSURE | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock subscription receivable | 10,000 | |
Issuance of shares for convertible debt | 47,348 | |
Issuance of share for conversion of preferred stock | 3,700 | |
Cancellation of shares | $ 2,340 |
NATURE OF ORGANIZATION
NATURE OF ORGANIZATION | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF ORGANIZATION | NOTE 1 : Mining Power Group, Inc. formerly known as Rich Cigars, Inc. (the "Company") was a Florida Corporation incorporated on July 29, 2013, and was established to manufacture and distribute high-quality, hand rolled, premium cigars under the Rich Cigars brand name, the Company has branded custom cigars to be sold via the internet and through retail locations. The Company's primary operations are currently in the Miami, Florida area, and management intends to conduct our business principally in the U.S. through our own sales and marketing team In November 2017, the Company underwent a change in control and became a Colorado corporation. As a result of this change, the Company changed the business name to Intercontinental Technology, Inc. in order to reflect a change in the Company's direction and overall strategy. The Company's new strategic direction will be to focus on the acquisition, development, and marketing of proprietary patented products that are readily marketable internationally, and at the same time, its entering the business of cryptocurrency mining by the ownership of multiple cryptocurrency mining machines. On December 26, 2017, the Company completed a reorganization. Rich Cigars, Inc., having been renamed to RCGR SUB, Inc., became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, First Intercontinental Technology, Inc. First Intercontinental Technology, Inc. was then considered the parent and is now the public entity. Additionally, another Delaware corporate was formed, Intercontinental Services, Inc. As of the effective time of the merger, all outstanding shares of common stock and preferred stock of Rich Cigars, Inc. were automatically converted into identical shares of common stock or preferred stock in the parent on a one-for-one basis. On February 16, 2018, the Company's Board of Directors voted to annul and vitiate the series of transactions in Delaware by filing certificates of correction with Delaware's Secretary of State. On February 21, 2018, the Company amended and restated the Articles of incorporation in order to change the Company's name to Mining Power Group, Inc. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements of Mining Power Group, Inc. (formerly Rich Cigars, Inc.) includes its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. This change in classification does not materially affect previously reported cash flows from operations or from financing activities in the Statement of Cash Flows and had no effect on the previously reported Statement of Operations for any period. Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2018 and 2017 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The Company suggests these condensed financial statements be read in conjunction with the December 31, 2017 audited financial statements and notes thereto included in the Company's Form 10-K. The results of operations for the periods ended March 31, 2018 and 2017 are not necessarily indicative of the operating results for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. Cash and Cash Equivalents The Company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash in the amount of $0 and $0 as March 31, 2018 and December 31, 2017 respectively. Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 470-20 Debt with Conversion and Other Options. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion 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. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black Scholes option-pricing model. Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606 Revenue Recognition. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company's assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. The Company files income tax returns in the United States and Florida, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company's federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states. Management has evaluated tax positions in accordance with ASC 740, Income Taxes, Advertising and Promotion The Company expenses advertising and promotion costs as incurred. The Company did not incur any advertising and promotion expenses during the quarter ended March 31, 2018 and 2017 respectively. Earnings Per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') The following table presents the components of the computation of basic and diluted earnings per share for the periods indicated: Three Months Ended March 31, 2018 2017 Numerator Net income (loss) applicable to common shareholders $3,989,500 ($303,146) Denominator Weighted average common shares outstanding, basic 24,817,133 2,694,299 Convertible preferred stock 963,000,000 - Convertible promissory notes 3,516,203 - Weighted average common shares outstanding, diluted 991,333,336 2,694,299 Net income (loss) per share -Basic $0.16 ($0.11) Net income (loss) per share -Diluted $0.00 ($0.11) |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2018 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3: GOING CONCERN These condensed consolidated 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 for the foreseeable future. As of March 31, 2018, the Company has incurred net losses of $1,233,459 since inception. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans include raising capital through the equity markets to fund operations and eventually generating of revenue through its business; however, there can be no assurance that the Company will be successful in such activities. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4: DISCONTINUED OPERATIONS On November 27, 2017, the Company entered into a Subscription Agreement for the purchase of 1,000,000 shares of restricted Series A Convertible Preferred Supermajority voting stock Pursuant to this agreement, the Company announced a shift in the strategic focus As a result of this shift, the Company has recognized a cessation of it business operations for Rich Cigars in accordance with Accounting Standards Codification (ASC) 205-20, Discontinued Operations. As such, the historical results of the Company have been classified as discontinued operations. As of the year ended December 31, 2017, assets of discontinued operations consisted of property and equipment of $498. As of the period ended March 31, 2018 all property and equipment was written-off. Results of the discontinued operations for the three months ended March 31, 2018 and 2017 are as follows: Three Months Ended March 31, Three Months Ended March 31, 2018 2017 REVENUES $ — $ 2,497 COST OF SALES — 1,651 GROSS PROFIT 846 OPERATION EXPENSES Professional Fees — 28,912 Officers Compensation — 25,465 Legal Fees — 20,280 Travel Expenses — 19,363 Accounting and Audit — 6,703 Other General and Administrative Expenses — 4,901 Meal and Entertainment — 4,793 Marketing Expense — 1,762 Transfer Agent Fees — 1,670 Amortization Expenses — 425 Depreciation Expenses — 107 Total operating income (expenses) — 114,381 Income (loss) from operations $ — $ (113,535 ) Three Months Ended, Three Months Ended CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) from operations $ — $ (113,535 ) Adjustments to reconcile net loss to net cash Depreciation and Amortization — 532 Change in assets and liabilities Accounts receivable — (877 ) Prepaid expenses — (5,381 ) Inventory — 871 Accounts payable and accrued expenses — 9,489 Net cash used in operation activities $ — $ (108,901 ) |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5: CONVERTIBLE NOTES PAYABLE 1 - On March 27, 2017, the Company entered into a potentially dilutive convertible advance with Crown Bridge Partners LLC. The agreement provides that the Company may borrow up to $675,000. Borrowings under the line bear interest at 8% upon maturity and include a 10% issue discount. The maturity date for each tranche funded shall be 12 months from the effective date of each tranche. As of December 31, 2017, the Company has drawn a $75,000 credit line against this facility. The advance, was payable on March 27, 2018. The note was issued at a 10% discount. The net proceeds received after issuance costs and fees was $63,750. In accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 55% multiplied by the lowest price of the common shares for the 20 trading prior to which the Notice of Conversion is received. If at any time the market price of the Company's common stock is trading below $0.50, then an additional 10% discount shall be factored into the Conversion Price, resulting in a discount of 55%. In the event the Company fails to maintain its status as "DTC Eligible" for any reason, or if the lowest trading prices of the common stock is equal to or lower than $0.01, then an additional 5% discount shall be factored into the Conversion Price, resulting in a total discount of 60%. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature as of March 31, 2018 at $43,176 and as of December 31, 2017 at $1,247,022 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 86 day term to maturity, risk free interest rate of 1. 76% and annualized volatility of 63.54%. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt. During the period ended December 31, 2017, the convertible option of the debt was exercised, resulting in 635,910 shares issued for $5,656 in principal and $2,000 in accrued interest. Accrued interest related to this advance was $4,000 and $3,086 at March 31, 2018 and at December 31, 2017 respectively, and is included in accrued interest on the Balance Sheets. Face Value balance as of March 31, 2018 is $29,344 and $69,918 as of December 31, 2017. Interest expenses as of December 31, 2017 was $29,566 and $4,000 as pf March 31, 2018 On February 21, 2018 Crown Bridge Partners LLC, sold $40,000 of its potentially dilutive convertible advance to a Company's related party D&D Capital, Inc. 2 - On March 24, 2017, the Company entered into a potentially dilutive convertible advance with Eagle Equities LLC. The advance, with a face value of $75,000, bears interest at 8% per annum and is payable on March 24, 2018. The note was issued at a 10% discount. The net proceeds received after issuance costs and fees was $63,750. In accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 55% multiplied by the lowest price of the common shares for the 20 trading prior to which the Notice of Conversion is received. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 45% instead of 55% while that chill is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature as of December 31, 2017 at $1,188,270 and as of March 31, 2018 at $82,388 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 83 day term to maturity, risk free interest rate of 1. 76% and annualized volatility of 63.54%. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt. During the period ended December 31, 2017, the convertible option of the debt was exercised, resulting in 947,100 shares issued for $15,800 in principal and $645 in accrued interest. Accrued interest related to this advance was $5,244 and $3,608 at March 31, 2018 and December 31, 2017, respectively, and is included in accrued interest on the Balance Sheets. Face Value balance was $61,050 and$ 59,200 as of December 31, 2017 and March 31, 2018 respectively. 3 - On May 30, 2017, the Company entered into a potentially dilutive convertible advance with Power Up Lending Group, LTD. The advance, with a face value of $38,000, bears interest at 12% per annum and is payable on March 5, 2018. The note was issued at a 7% discount. The net proceeds received after issuance costs and fees was $35,000. In accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 60% multiplied by the lowest price of the common shares for the 20 trading prior to which the Notice of Conversion is received. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature as of December 31, 2017 at $553,851 and as of March 31, 2018 at $30,096 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 150 day term to maturity, risk free interest rate of 1. 76% and annualized volatility of 63.54%. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt. During the period ended December 31, 2017, the convertible option of the debt was exercised, resulting in 545,930 shares issued for $7,955 in principal. Accrued interest related to this advance was $2,610 and $2.280 at December 31, 2017 and March 31, 2018, respectively, and is included in accrued interest on the Balance Sheets. Face Value balance was $32,385 and $3,510 as of December 31, 201 7 and March 31, 2018 respectively. During the period ended March 31, 2018 the convertible option of the debt was exercised, resulting in 265,902 shares issued for $45,068 in principal. 4 - On September 27, 2017, the Company entered into a potentially dilutive convertible advance with Power Up Lending Group, LLC. The advance, with a face value of $28,000, bears interest at 12% per annum and is payable on July 10, 2018. The note was issued at a 10% discount. The net proceeds received after issuance costs and fees was $25,000. In accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 58% multiplied by the lowest price of the common shares for the 15 trading prior to which the Notice of Conversion is received. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature as of December 31, 2017 at $353,071 and as of March 31, 2018 at $34,492 using the Black Scholes valuation model with the following assumptions: dividend yield of zero, 192 day term to maturity, risk free interest rate of 1. 76% and annualized volatility of 63.54%. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt. During the period ended December 31, 2017, the convertible option of the debt was not exercised, At December 31, 2017 and 2016, the convertible note was recorded at $963 and $0, respectively. Accrued interest related to this advance was $1,703 and $875 at March 31, 2018 and December 31, 2017 respectively, and is included in accrued interest on the Balance Sheets. At March 31 2018 and December 31, 2017, the convertible notes payable were recorded at $28,000 and $30,040, respectively. |
RELATED PARTY LOANS
RELATED PARTY LOANS | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY LOANS | NOTE 6 RELATED PARTY LOANS: Convertible Notes Payable On February 21, 2018 Crown Bridge Partners LLC, sold part of its potentially dilutive convertible advance to D&D Capital, Inc, a related party. Accrued interest related to this advance was $3 86 and $0 at March 31, 2018 and December 31, 2017 respectively, and is included in accrued interest on the Balance Sheets. Face value balance as of March 31, 2018 is $40,000. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2018 dividend yield of zero, 321 days term to maturity, risk free interest rate of 2.09% and annualized volatility of 61.32%, valued at $27,334. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt. During the three months ended March 31, 2018, Kodiak Capital declared a default of the note payable to them invoking 22% retroactive interest and also put into effect a penalty of $2,000 per day for non-delivery of conversion for the shares according to the note agreement, which led to increasing the balance of the note to $142,633 (including $2,630 accrued interest on the Kodiak note) at March 31, 2018. On February 15, 2018, S&E Capital, LLC, a related party to Mining Power Group Inc., reached an agreement with Kodiak Capital to purchase the note. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2018 dividend yield of zero, 365 days term to maturity, risk free interest rate of 1.99% and annualized volatility of 36.38%, valued at $155,553. The value of the conversion feature was assigned to the derivative liability and created a debt discount to be amortized over the life of the convertible debt. Other Loans During the three months ended March 31, 2018, Mining Power borrowed $38,401 from Consultant Capital Group Inc. in a form of related party loan that bears no interest and due on demand. |
RESTATEMENT
RESTATEMENT | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | NOTE 7 RESTATEMENT On February 15, 2018 Kodiak Capital Group LLC, sold all of its potentially dilutive convertible advance to S&E Capital, Inc, a related party, including penalties and default interest of $108,549 was recorded and added to the balance sheet. As a result of this transaction the Company is filing this amendment of its 10-Q filed for the period ended March 31, 2018 to reflect this transaction. The note was deemed in default and a penalty of $120,000 was recorded and added to the balance. The following financials shows the original filing, this restated filing and the differences between both: Balance Sheet March 31, 2018 (Unaudited, Restated and Filed) March 31, 2018 (Adjustments) March 31, 2018 (Unaudited and Restated) Total current assets $ 4,500 $ 4,500 Total current liabilities $ 391,460 $ 70,485 $ 461,945 Series A Convertible Preferred Stock $ 121,300 $ 121,300 Total shareholders' equity (deficit) $ (508,260 ) $ (70,485 ) $ (578,745 ) For the three months ended March 31, 2018 (Unaudited, Restated and Filed) March 31, 2018 (Adjustments) March 31, 2018 (Unaudited and Restated) Total operating expense $ (38,301 ) $ (38,301 ) Total other income (expense) $ 4,098,286 $ (70,485 ) $ 4,027,801 Income (Loss) from continuing operations $ 4,059,985 $ (70,485 ) $ 3,989,500 Income (Loss) from discontinued operations $ — $ — $ — NET INCOME(LOSS) $ 4,059,985 $ (70,485 ) $ 3,989,500 Net income (loss) per share applicable to common stockholders - basic (continuing operations) $ 0.16 $ — $ 0.16 Net income (loss) per share applicable to common stockholders - basic (discontinued operations) $ — $ — $ — Net income (loss) per share applicable to common stockholders - diluted (continuing operations) $ — $ — $ — Net income (loss) per share applicable to common stockholders - diluted (discontinued operations) $ — $ — $ — Weighted average number of common shares outstanding - basic 24,817,133 24,817,133 Weighted average number of common shares outstanding - diluted 989,626,079 1.707.257 991,333,336 Statements of Cash Flow For the three months ended March 31, 2018 (Unaudited, Restated and Filed) March 31, 2018 (Adjustments) March 31, 2018 (Unaudited and Restated) Net cash used in operating activities continuing operations $ (38,301 ) $ (38,301 ) Net cash provided by financing activities $ 38,301 $ 38,301 NET CHANGE IN CASH $ — $ — $ — CASH, beginning of period $ — $ — $ — CASH, end of period $ — $ — $ — |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 8: PROPERTY AND EQUIPMENT Property and Equipment consists of the following: March 31, 2018 December 31, 2017 Furniture and Equipment $ — $ 2,131 Less: Accumulated Depreciation $ — $ (1,633 ) Property and Equipment, net $ — $ 498 The Company recorded Depreciation Expense $0 and $423 for the period ended years ended March 31, 2018 and December 31, 2017. As of March 31, 2018 all Property and Equipment was written-off. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 9: EQUITY On November 27, 2017, the Company issued 1,000,000 shares of Series A Convertible preferred stock for $125,000. The Preferred Stock is convertible in the Company's common stock. Each share of the Company's Series A Convertible preferred stock is convertible into 1,000 shares of the Company's common stock at a cost basis equivalent to par value per share, or $0.0001. Each share of the Series A Convertible preferred stock votes at the equivalent of 20,000 shares of common stock. On January 10, 2018 the Company issued 37,000,000 common stock restricted shares, $0.0001 par value per share, converting 37,000 shares of the one million (1,000,000) Series A Preferred Stock, On February 28, 2018 the Company issued 156,333 shares of common stock valued at the conversion price of $0.18. The shares were issued to convert $28,140 of the principal amount of the Note dated as of May 30, 2017 having as beneficiary to Power Up Lending Group Ltd. On March 6, 2018 the Company issued 109,569 shares of common stock valued at the conversion price of $0.1753. The shares were issued to convert $16,928 of the principal amount and $2,280 of accrued and unpaid interest of the Note dated as of May 30, 2017 having as beneficiary to Power Up Lending Group Ltd. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10: COMMITMENTS AND CONTINGENCIES; During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. |
SUBSEQUENT EVENTS AFTER MARCH 3
SUBSEQUENT EVENTS AFTER MARCH 31, 2018 | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS AFTER MARCH 31, 2018 | NOTE 11: SUBSEQUENT EVENTS AFTER MARCH 31, 2018 The Company has evaluated subsequent events that occurred through the date of the filing of the Company's first quarter 2018 Form 10-Q. Asset Purchase and Rescission On January 31, 2018, the Company completed the purchase of the intellectual property assets of Simple Cork, Inc., a Florida corporation, and wholly-owned subsidiary of Vapor Group, Inc. (the "Asset Purchase"). On July 10, 2018, the Company, Vapor Group, Inc. and Simple Cork, Inc., the non-publicly-traded subsidiary company of Vapor Group, Inc. jointly announced that they had reached a settlement and resolution pertaining to the Asset Purchase, dated January 31, 2018, Under the terms and conditions of the settlement and resolution, the Asset Purchase Agreement in its entirety is rescinded ab initio. In its place, the Company and Vapor Group shall issue a share dividend of common stock of Simple Cork, Inc., which is being spun-off pursuant to the provisions of a Tier 2 Regulation A filing with the Securities and Exchange Commission not later than by Friday, September 14, 2018, which date has been set as the ex-dividend date or the issuance date for shareholders of record of either Company. The ratio of the quantity of shares of Simple Cork, Inc. to be issued per shares held of either of the Company and Vapor Group, Inc. will be announced at a later date. In addition, each shareholder of the Company and Vapor Group, Inc. shall receive rights to acquire additional shares of Simple Cork, Inc. as the spun-off company at a 50% discount to the IPO price as set in the Reg A+ filing for new shareholders. The new Simple Cork, Inc. shareholders, not shareholders of the Company or Vapor Group, Inc., shall not be entitled to such rights. The result is that neither the Company nor Vapor Group, Inc. will own the intellectual property assets of Simple Cork, Inc. Instead, Simple Cork, Inc., as a separate public entity, will own such intellectual property rights and will in turn be owned, separately, by its own shareholders. Simple Cork, Inc. shall separately assume responsibility for the development of "Simple Cork™". Share Issuances and Cancellations On April 25, 2018 the Company issued 45,000 shares of common stock value at the conversion price of $0.078. The shares were issued to convert $3,510 of the principal amount of the Note dated as of May 30, 2017, having as beneficiary to Power Up Lending Group Ltd. On April 25, 2018 the Company issued 187,533 shares of common stock value at the conversion price of $0.0754. The shares were issued to convert $14,140 of the principal amount of the Note dated as of September 27, 2017, having as beneficiary to Power Up Lending Group Ltd. On May 3, 2018, the Company issued 2,500,000 shares of restricted common stock to a Shelby White. The issuance was cancelled by the Company on July 3, 2018, as the issuance was in error. On July 6, 2018 the Company issued 10,000,000 common stock restricted shares, $0.0001 par value per share, converting 10,000 shares of the 963,000 Series A Preferred Stock, based on the Articles of Incorporation of Power Mining Group, Inc, filed with the State of Colorado. On July 6, 2018 the Company issued 1,715,961 shares of common stock value at the conversion price of $0.3897. The shares were issued to convert $59,200 of the principal amount and $7,671 interest of the Note dated as of March 24, 2017, having as beneficiary to Eagle Equities LLC. On August 3, 2018 the Company issued 2,298,212 shares of common stock value at the conversion price of $0.0413. The shares were issued to convert $95,008.08 of principal, interest including penalty charge of the Note dated as of March 27, 2017, having as beneficiary to D&D Capital, Inc. On August 6, 2018 the Company issued 50,000 common stock restricted shares, $0.0001 par value per share, to each of three persons, 150,000 shares total, for services rendered. On August 8, 2018 the Company issued 812,000 shares of common stock value at the conversion price of $0.06. The shares were issued to convert $44,016 of the principal amount and $4,204 interest of the Note dated as of March 27, 2017, having as beneficiary to Crown Bridge Partners LLC. On September 12, 2018 the Company issued 2,450,000 shares of common stock value at the conversion price of $0.0413. The shares were issued to convert $101,283.00 of principal, interest including penalty charge of the Note dated as of May 15, 2017, having as beneficiary to S&E Capital, LLC. Change In Officers and Directors On May 10, 2018, the Company appointed Yaniv Nahon, a member of its Board of Directors. Following Mr. Nahon's appointment and acceptance as a member of the Board of Directors, the Board of Directors accepted the resignation of Richard Davis as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors. Immediately following the resignation of Mr. Davis, the Board of Directors appointed Yaniv Nahon, a member of the Board of Directors, as the Corporation's President/Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer of the Company. Therefore, the sole member of the Board of Directors is Yaniv Nahon. Mr. Davis did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. On August 1, 2018, the Company appointed Dror Svorai to its Board of Directors. Following Mr. Svorai's appointment and acceptance as a member of the Board of Directors, the Board of Directors accepted the resignation of Yaniv Nahon as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer and a member of the Board of Directors. Immediately following the resignation of Mr. Nahon, the Board of Directors appointed Dror Svorai, a member of the Board of Directors, as the Corporation's President/Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer of the Company. Therefore, as of August 1, 2018, the sole member of the Board of Directors and sole officer of the Company is Dror Svorai. Mr. Nahon did not resign as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Acquisition of Northway Mining, LLC and Pending Purchase Contract On August 1, 2018, the Company entered into an acquisition agreement (the "Acquisition Agreement") to acquire the majority ownership interest of Northway Mining, LLC ("Northway"). a New York limited liability company, located at 707 Flats Road, Athens, New York. Northway is a cryptomining data center hosting third-party owned and operated cryptomining machines within its 5000 square feet facility. It currently is hosting over 1,100 machines in its facilities at Flats Road under individual service agreements with third-party machine owners. Pursuant to the Acquisition Agreement the Company acquired fifty-five percent (55%) of the ownership units of Northway in return for an investment of $1,100,000 (U.S.) for the purposes of providing working capital and funds to Northway for improvements to, and expansion of, its facilities, and the purchase of 30-acres of flat land and buildings at its Athens, New York address owned by a third party per that separate "Agreement for Purchase of Property between Northway Mining, LLC and CSX4236 Motorcycle Salvage LLC" (the "Land Purchase Agreement"). (The "Acquisition") Under the terms and conditions of the Acquisition, Northway has amended and restated its New York State limited liability company Operating Agreement under which it is stated that it will maintain its current management. In addition, per the Acquisition Agreement, the Company is providing the current Northway management with a performance-based stock option for two and a half million (2,500,000) shares of the Company's restricted common stock as earned over a period of six ( 6) months for the achievement of performance goals as established by the Board of Directors of the Company. Separately in connection with the Acquisition Agreement, the Company assigned a purchase contract in total amount of $950,000 ("Purchase .Amount') to Northway that it has entered into pending the closing of the Acquisition for the purchase of a building located at 2 Flint Mine Road, Coxsackie, NY 12051, SBL Nos. 71.00-1-20 and 71.00-1-3.112 (the "Purchase Contract") which is to be used solely by Northway (the "Agreement for Purchase of Property between Mining Power Group, Inc. and Northway Mining, LLC" or the "Building Purchase Agreement"). Under the terms of Building Purchase Agreement, the Company shall pay on behalf of Northway, which shall own the building, $350,000 at closing, with Northway paying the remainder of the Purchase Amount over time per the terms of the Purchase Contract. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of Mining Power Group, Inc. (formerly Rich Cigars, Inc.) includes its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. 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. Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. This change in classification does not materially affect previously reported cash flows from operations or from financing activities in the Statement of Cash Flows and had no effect on the previously reported Statement of Operations for any period. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2018 and 2017 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The Company suggests these condensed financial statements be read in conjunction with the December 31, 2017 audited financial statements and notes thereto included in the Company's Form 10-K. The results of operations for the periods ended March 31, 2018 and 2017 are not necessarily indicative of the operating results for the full year. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash in the amount of $0 and $0 as March 31, 2018 and December 31, 2017 respectively. |
Beneficial Conversion Feature | Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 470-20 Debt with Conversion and Other Options. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion 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. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black Scholes option-pricing model. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on arrangements in accordance with ASC 606 Revenue Recognition. |
Income Taxes | Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company's assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. The Company files income tax returns in the United States and Florida, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company's federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states. Management has evaluated tax positions in accordance with ASC 740, Income Taxes, |
Advertising and Promotion | Advertising and Promotion The Company expenses advertising and promotion costs as incurred. The Company did not incur any advertising and promotion expenses during the quarter ended March 31, 2018 and 2017 respectively. |
Earnings per Share | Earnings Per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') The following table presents the components of the computation of basic and diluted earnings per share for the periods indicated: Three Months Ended March 31, 2018 2017 Numerator Net income (loss) applicable to common shareholders $3,989,500 ($303,146) Denominator Weighted average common shares outstanding, basic 24,817,133 2,694,299 Convertible preferred stock 963,000,000 - Convertible promissory notes 3,516,203 - Weighted average common shares outstanding, diluted 991,333,336 2,694,299 Net income (loss) per share -Basic $0.16 ($0.11) Net income (loss) per share -Diluted $0.00 ($0.11) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table presents the components of the computation of basic and diluted earnings per share for the periods indicated: Three Months Ended March 31, 2018 2017 Numerator Net income (loss) applicable to common shareholders $3,989,500 ($303,146) Denominator Weighted average common shares outstanding, basic 24,817,133 2,694,299 Convertible preferred stock 963,000,000 - Convertible promissory notes 3,516,203 - Weighted average common shares outstanding, diluted 991,333,336 2,694,299 Net income (loss) per share -Basic $0.16 ($0.11) Net income (loss) per share -Diluted $0.00 ($0.11) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Results of Discontinued Operations | Results of the discontinued operations for the three months ended March 31, 2018 and 2017 are as follows: Three Months Ended March 31, Three Months Ended March 31, 2018 2017 REVENUES $ — $ 2,497 COST OF SALES — 1,651 GROSS PROFIT 846 OPERATION EXPENSES Professional Fees — 28,912 Officers Compensation — 25,465 Legal Fees — 20,280 Travel Expenses — 19,363 Accounting and Audit — 6,703 Other General and Administrative Expenses — 4,901 Meal and Entertainment — 4,793 Marketing Expense — 1,762 Transfer Agent Fees — 1,670 Amortization Expenses — 425 Depreciation Expenses — 107 Total operating income (expenses) — 114,381 Income (loss) from operations $ — $ (113,535 ) |
Schedule of Cash Flow from Discontinued Operations | Three Months Ended, Three Months Ended CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) from operations $ — $ (113,535 ) Adjustments to reconcile net loss to net cash Depreciation and Amortization — 532 Change in assets and liabilities Accounts receivable — (877 ) Prepaid expenses — (5,381 ) Inventory — 871 Accounts payable and accrued expenses — 9,489 Net cash used in operation activities $ — $ (108,901 ) |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restated Financial Statement Balances | The following financials shows the original filing, this restated filing and the differences between both: Balance Sheet March 31, 2018 (Unaudited, Restated and Filed) March 31, 2018 (Adjustments) March 31, 2018 (Unaudited and Restated) Total current assets $ 4,500 $ 4,500 Total current liabilities $ 391,460 $ 70,485 $ 461,945 Series A Convertible Preferred Stock $ 121,300 $ 121,300 Total shareholders' equity (deficit) $ (508,260 ) $ (70,485 ) $ (578,745 ) For the three months ended March 31, 2018 (Unaudited, Restated and Filed) March 31, 2018 (Adjustments) March 31, 2018 (Unaudited and Restated) Total operating expense $ (38,301 ) $ (38,301 ) Total other income (expense) $ 4,098,286 $ (70,485 ) $ 4,027,801 Income (Loss) from continuing operations $ 4,059,985 $ (70,485 ) $ 3,989,500 Income (Loss) from discontinued operations $ — $ — $ — NET INCOME(LOSS) $ 4,059,985 $ (70,485 ) $ 3,989,500 Net income (loss) per share applicable to common stockholders - basic (continuing operations) $ 0.16 $ — $ 0.16 Net income (loss) per share applicable to common stockholders - basic (discontinued operations) $ — $ — $ — Net income (loss) per share applicable to common stockholders - diluted (continuing operations) $ — $ — $ — Net income (loss) per share applicable to common stockholders - diluted (discontinued operations) $ — $ — $ — Weighted average number of common shares outstanding - basic 24,817,133 24,817,133 Weighted average number of common shares outstanding - diluted 989,626,079 1.707.257 991,333,336 Statements of Cash Flow For the three months ended March 31, 2018 (Unaudited, Restated and Filed) March 31, 2018 (Adjustments) March 31, 2018 (Unaudited and Restated) Net cash used in operating activities continuing operations $ (38,301 ) $ (38,301 ) Net cash provided by financing activities $ 38,301 $ 38,301 NET CHANGE IN CASH $ — $ — $ — CASH, beginning of period $ — $ — $ — CASH, end of period $ — $ — $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and Equipment consists of the following: March 31, 2018 December 31, 2017 Furniture and Equipment $ — $ 2,131 Less: Accumulated Depreciation $ — $ (1,633 ) Property and Equipment, net $ — $ 498 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 7,094 | $ 4,260 | ||
Antidilutive securities excluded from the loss per share | 545,236 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator | ||
Net income (loss) applicable to common shareholders | $ 3,989,500 | $ (303,146) |
Denominator | ||
Weighted average common shares outstanding, basic | 24,817,133 | 2,694,299 |
Convertible preferred stock | 963,000,000 | |
Convertible promissory notes | 3,516,203 | |
Weighted average common shares outstanding, diluted | 991,333,336 | 2,694,299 |
Net income (loss) per share - Basic | $ 0.16 | $ (0.11) |
Net income (loss) per share - Diluted | $ 0 | $ (0.11) |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
GOING CONCERN [Abstract] | ||
Accumulated deficit | $ 1,233,459 | $ 5,222,959 |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($) | Dec. 31, 2017 | Nov. 27, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Purchase of restricted stock | 1,000,000 | |
Property and equipment | $ 498 |
DISCONTINUED OPERATIONS (Schedu
DISCONTINUED OPERATIONS (Schedule of Results of Discontinued Operations) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Professional Fees | $ 14,549 | ||
Officers Compensation | 14,000 | ||
Depreciation Expenses | $ 423 | ||
Income (loss) from operations | (113,535) | ||
Rich Cigars, Inc. [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
REVENUES | 2,497 | ||
COST OF SALES | 1,651 | ||
GROSS PROFIT | 846 | ||
Professional Fees | 28,912 | ||
Officers Compensation | 25,465 | ||
Legal Fees | 20,280 | ||
Travel Expenses | 19,363 | ||
Accounting and Audit | 6,703 | ||
Other General and Administrative Expenses | 4,901 | ||
Meal and Entertainment | 4,793 | ||
Marketing Expense | 1,762 | ||
Transfer Agent Fees | 1,670 | ||
Amortization Expenses | 425 | ||
Depreciation Expenses | 107 | ||
Total operating income (expenses) | 114,381 | ||
Income (loss) from operations | $ (113,535) |
DISCONTINUED OPERATIONS (Sche_2
DISCONTINUED OPERATIONS (Schedule of Cash Flow from Discontinued Operations) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) from operations | $ (113,535) | |
Change in assets and liabilities: | ||
Net cash used in operation activities | (108,901) | |
Rich Cigars, Inc. [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) from operations | (113,535) | |
Adjustments to reconcile net loss to net cash | ||
Depreciation and Amortization | 532 | |
Change in assets and liabilities: | ||
Accounts receivable | (877) | |
Prepaid expenses | (5,381) | |
Inventory | 871 | |
Accounts payable and accrued expenses | 9,489 | |
Net cash used in operation activities | $ (108,901) |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Sep. 27, 2017 | May 30, 2017 | Mar. 27, 2017 | Mar. 24, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Feb. 21, 2018 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | |||||||||
Convertible note | $ 77,138 | $ 30,040 | |||||||
Accrued interest | 14,994 | 11,917 | |||||||
Interest expenses | 280,784 | $ 5,235 | |||||||
Convertible Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible note | 963 | $ 0 | |||||||
Crown Bridge Partners LLC [Member] | Convertible Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Maturity date | Mar. 27, 2018 | ||||||||
Proceeds from convertible debt | $ 63,750 | ||||||||
Discount of note issued | 10.00% | ||||||||
Conversion feature | $ 43,176 | $ 1,247,022 | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Maturity term | 86 days | 86 days | |||||||
Risk Free interest rate | 1.76% | 1.76% | |||||||
Annualized volatility | 63.54% | 63.54% | |||||||
Accrued interest | $ 4,000 | $ 3,086 | |||||||
Share issued | 635,910 | ||||||||
Debt Principal amount | $ 5,656 | ||||||||
Accrued interest | 2,000 | ||||||||
Face value | 29,344 | 69,918 | |||||||
Interest expenses | 4,000 | 29,566 | |||||||
Sale of convertible advance to D&D Capital | $ 40,000 | ||||||||
Eagle Equities LLC [Member] | Convertible Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible note face amount | $ 75,000 | ||||||||
Debt instrument, interest rate | 8.00% | ||||||||
Maturity date | Mar. 24, 2018 | ||||||||
Proceeds from convertible debt | $ 63,750 | ||||||||
Discount of note issued | 10.00% | ||||||||
Conversion feature | $ 82,388 | $ 1,188,270 | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Maturity term | 83 days | 83 days | |||||||
Risk Free interest rate | 1.76% | 1.76% | |||||||
Annualized volatility | 63.54% | 63.54% | |||||||
Accrued interest | $ 5,244 | $ 3,608 | |||||||
Share issued | 947,100 | ||||||||
Debt Principal amount | $ 15,800 | ||||||||
Accrued interest | 645 | ||||||||
Percentage discount of conversion price | 10.00% | ||||||||
Face value | 59,200 | 61,050 | |||||||
Eagle Equities LLC [Member] | Convertible Notes Payable [Member] | Minimum [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Percentage of conversion formula | 45.00% | ||||||||
Eagle Equities LLC [Member] | Convertible Notes Payable [Member] | Maximum [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Percentage of conversion formula | 55.00% | ||||||||
Power Up Lending Group, LTD [Member] | Convertible Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible note face amount | $ 38,000 | ||||||||
Debt instrument, interest rate | 12.00% | ||||||||
Maturity date | Mar. 5, 2018 | ||||||||
Proceeds from convertible debt | $ 35,000 | ||||||||
Discount of note issued | 7.00% | ||||||||
Conversion feature | $ 30,096 | $ 553,851 | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Maturity term | 150 days | 150 days | |||||||
Risk Free interest rate | 1.76% | 1.76% | |||||||
Annualized volatility | 63.54% | 63.54% | |||||||
Accrued interest | $ 2,280 | $ 2,610 | |||||||
Share issued | 265,902 | 545,930 | |||||||
Debt Principal amount | $ 45,068 | $ 7,955 | |||||||
Percentage of conversion formula | 60.00% | ||||||||
Face value | 3,510 | 32,385 | |||||||
Power Up Lending Group, LLC [Member] | Convertible Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible note face amount | $ 28,000 | ||||||||
Debt instrument, interest rate | 12.00% | ||||||||
Maturity date | Jul. 10, 2018 | ||||||||
Proceeds from convertible debt | $ 25,000 | ||||||||
Discount of note issued | 10.00% | ||||||||
Conversion feature | $ 34,492 | $ 353,071 | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Maturity term | 192 days | 192 days | |||||||
Risk Free interest rate | 1.76% | 1.76% | |||||||
Annualized volatility | 63.54% | 63.54% | |||||||
Convertible note | $ 28,000 | $ 30,040 | |||||||
Accrued interest | $ 1,703 | 875 | |||||||
Percentage of conversion formula | 58.00% | ||||||||
Line of Credit [Member] | Crown Bridge Partners LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Maximum borrowing capacity | $ 675,000 | ||||||||
Line of credit, current amount outstanding | $ 75,000 | ||||||||
Interest rate | 8.00% | ||||||||
Maturity date for each tranche funded | 12 months | ||||||||
Discount of note issued | 10.00% | ||||||||
Percentage of conversion formula | 55.00% | ||||||||
Market price of common stock | $ 0.50 | ||||||||
Percentage discount of conversion price | 10.00% | ||||||||
Percentage of resulting discount | 55.00% | ||||||||
Minimum trading price of common stock | $ 0.01 | ||||||||
Percentage of additional discount | 5.00% | ||||||||
Percentage of total discount | 60.00% |
RELATED PARTY LOANS (Narrative)
RELATED PARTY LOANS (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Accrued interest | $ 14,994 | $ 11,917 | |
Proceeds from related party debt | 38,301 | ||
D&D Capital Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued interest | 386 | $ 0 | |
Face value | 40,000 | ||
Conversion feature | $ 27,334 | ||
Dividend yield | 0.00% | ||
Maturity term | 321 days | ||
Risk Free interest rate | 2.09% | ||
Annualized volatility | 61.32% | ||
Consultant Capital Group Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from related party debt | $ 38,401 | ||
Kodiak Capital Group, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued interest | 2,630 | ||
Face value | $ 142,633 | ||
Note payable interest rate | 22.00% | ||
Penalty Non-delivery of conversion for shares per day | $ 2,000 | ||
S&E Capital LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Conversion feature | $ 155,553 | ||
Dividend yield | 0.00% | ||
Maturity term | 365 days | ||
Risk Free interest rate | 1.99% | ||
Annualized volatility | 36.38% |
RESTATEMENT (Narrative) (Detail
RESTATEMENT (Narrative) (Details) - S&E Capital LLC [Member] | 1 Months Ended |
Feb. 15, 2018USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Sale of potentially dilutive convertible advance | $ 108,549 |
Amount of Convertible notes payables | $ 120,000 |
RESTATEMENT (Schedule of Balanc
RESTATEMENT (Schedule of Balance Sheet) (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total current assets | $ 4,500 | $ 4,998 |
Total current liabilities | 461,945 | 4,496,950 |
Series A Convertible Preferred Stock | 121,300 | 125,000 |
Total shareholders' equity (deficit) | (578,745) | $ (4,616,952) |
Unaudited as Filed [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total current assets | 4,500 | |
Total current liabilities | 391,460 | |
Series A Convertible Preferred Stock | 121,300 | |
Total shareholders' equity (deficit) | (508,260) | |
Adjustments [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total current liabilities | 70,485 | |
Total shareholders' equity (deficit) | (70,485) | |
Unaudited and Restated [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total current assets | 4,500 | |
Total current liabilities | 461,945 | |
Series A Convertible Preferred Stock | 121,300 | |
Total shareholders' equity (deficit) | $ (578,745) |
RESTATEMENT (Schedule of Operat
RESTATEMENT (Schedule of Operation) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total operating expense | $ 38,301 | |
Total other income (expense) | 4,027,801 | (189,611) |
Income (Loss) from continuing operations | 3,989,500 | (189,611) |
Income (Loss) from discontinued operations | (113,535) | |
NET INCOME (LOSS) | $ 3,989,500 | $ (303,146) |
Net income (loss) per share applicable to common stockholders - basic (continuing operations) | $ 0.16 | $ (0.07) |
Net income (loss) per share applicable to common stockholders - basic (discontinued operations) | 0 | (0.04) |
Net income (loss) per share applicable to common stockholders - diluted (continuing operations) | 0 | (0.07) |
Net income (loss) per share applicable to common stockholders - diluted (discontinued operations) | $ (0.04) | |
Weighted average number of common shares outstanding - basic | 24,817,133 | 2,694,299 |
Weighted average number of common shares outstanding - diluted | 991,333,336 | 2,694,299 |
Unaudited as Filed [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total operating expense | $ (38,301) | |
Total other income (expense) | 4,098,286 | |
Income (Loss) from continuing operations | 4,059,985 | |
Income (Loss) from discontinued operations | ||
NET INCOME (LOSS) | $ 4,059,985 | |
Net income (loss) per share applicable to common stockholders - basic (continuing operations) | $ 0.16 | |
Net income (loss) per share applicable to common stockholders - basic (discontinued operations) | ||
Net income (loss) per share applicable to common stockholders - diluted (continuing operations) | ||
Net income (loss) per share applicable to common stockholders - diluted (discontinued operations) | ||
Weighted average number of common shares outstanding - basic | 24,817,133 | |
Weighted average number of common shares outstanding - diluted | 989,626,079 | |
Adjustments [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total operating expense | ||
Total other income (expense) | (70,485) | |
Income (Loss) from continuing operations | (70,485) | |
Income (Loss) from discontinued operations | ||
NET INCOME (LOSS) | $ (70,485) | |
Net income (loss) per share applicable to common stockholders - basic (continuing operations) | ||
Net income (loss) per share applicable to common stockholders - basic (discontinued operations) | ||
Net income (loss) per share applicable to common stockholders - diluted (continuing operations) | ||
Net income (loss) per share applicable to common stockholders - diluted (discontinued operations) | ||
Weighted average number of common shares outstanding - diluted | 1,707,257 | |
Unaudited and Restated [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Total operating expense | $ (38,301) | |
Total other income (expense) | 4,027,801 | |
Income (Loss) from continuing operations | 3,989,500 | |
Income (Loss) from discontinued operations | ||
NET INCOME (LOSS) | $ 3,989,500 | |
Net income (loss) per share applicable to common stockholders - basic (continuing operations) | $ 0.16 | |
Net income (loss) per share applicable to common stockholders - basic (discontinued operations) | ||
Net income (loss) per share applicable to common stockholders - diluted (continuing operations) | ||
Net income (loss) per share applicable to common stockholders - diluted (discontinued operations) | ||
Weighted average number of common shares outstanding - basic | 24,817,133 | |
Weighted average number of common shares outstanding - diluted | 991,333,336 |
RESTATEMENT (Schedule of Cash F
RESTATEMENT (Schedule of Cash Flow) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash used in operating activities continuing operations | $ (38,301) | $ (115) |
Net cash provided by financing activities | 38,301 | 111,850 |
NET CHANGE IN CASH | 2,834 | |
CASH, beginning of period | 4,260 | |
CASH, end of period | $ 7,094 | |
Unaudited as Filed [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash used in operating activities continuing operations | (38,301) | |
Net cash provided by financing activities | 38,301 | |
NET CHANGE IN CASH | ||
CASH, beginning of period | ||
CASH, end of period | ||
Adjustments [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
NET CHANGE IN CASH | ||
CASH, beginning of period | ||
CASH, end of period | ||
Unaudited and Restated [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash used in operating activities continuing operations | (38,301) | |
Net cash provided by financing activities | 38,301 | |
NET CHANGE IN CASH | ||
CASH, beginning of period | ||
CASH, end of period |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment, gross | $ 2,131 | |
Less: Accumulated Depreciation | (1,633) | |
Property and equipment, net | 498 | |
Depreciation expense | $ 423 |
EQUITY (Details)
EQUITY (Details) - USD ($) | Mar. 06, 2018 | Jan. 10, 2018 | Feb. 28, 2018 | Nov. 27, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||
Preferred stock issued | 0 | 0 | ||||
Preferred stock value | ||||||
Common Share issued | 41,025,671 | 3,915,769 | ||||
Common stock value | $ 4,103 | $ 392 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock voting rights | Each share of the Series A Convertible preferred stock votes at the equivalent of 20,000 shares of common stock. | |||||
Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock converted | 1,000 | |||||
Preferred stock issued | 1,000,000 | |||||
Preferred stock value | $ 125,000 | |||||
Preferred stock par value | $ 0.0001 | |||||
Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock converted | 37,000 | |||||
Preferred stock issued | 1,000,000 | |||||
Common Share issued | 37,000,000 | |||||
Common stock par value | $ 0.0001 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Share issued | 109,569 | 156,333 | ||||
Accrued interest | $ 2,280 | |||||
Conversion price | $ 0.1753 | $ 0.18 | ||||
Conversion amount | $ 16,928 | $ 28,140 |
SUBSEQUENT EVENTS AFTER MARCH_2
SUBSEQUENT EVENTS AFTER MARCH 31, 2018 (Details) - USD ($) | Sep. 12, 2018 | Aug. 08, 2018 | Aug. 03, 2018 | Jul. 10, 2018 | Jul. 06, 2018 | Jan. 10, 2018 | Apr. 25, 2018 | Aug. 06, 2018 | May 03, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 41,025,671 | 3,915,769 | |||||||||
Common stock value | $ 4,103 | $ 392 | |||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock issued | 0 | 0 | |||||||||
Accrued interest | $ 14,994 | $ 11,917 | |||||||||
Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 37,000,000 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Conversion of stock converted | 37,000 | ||||||||||
Preferred stock issued | 1,000,000 | ||||||||||
D&D Capital Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Accrued interest | $ 386 | $ 0 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of discount in IPO price | 50.00% | ||||||||||
Subsequent Event [Member] | Northway Mining, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Business acquired | $ 1,100,000 | ||||||||||
Percentage of business acquired | 55.00% | ||||||||||
Amount of purchase contract | $ 950,000 | ||||||||||
Amount paid for building own | $ 350,000 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 10,000,000 | 150,000 | |||||||||
Common stock par value | $ 0.0001 | ||||||||||
Conversion of stock converted | 10,000 | ||||||||||
Preferred stock issued | 963,000 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Northway Mining, LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 2,500,000 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Person One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 50,000 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Person Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 50,000 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Person Three [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 50,000 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Subsequent Event [Member] | Power Up Lending Group, LTD [Member] | May 30, 2017 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 45,000 | ||||||||||
Conversion price | $ 0.078 | ||||||||||
Conversion amount | $ 3,510 | ||||||||||
Subsequent Event [Member] | Power Up Lending Group, LTD [Member] | September 27, 2017 [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 187,533 | ||||||||||
Conversion price | $ 0.0754 | ||||||||||
Conversion amount | $ 14,140 | ||||||||||
Subsequent Event [Member] | Shelby White [Member] | Restricted Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 2,500,000 | ||||||||||
Subsequent Event [Member] | Eagle Equities LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 1,715,961 | ||||||||||
Conversion price | $ 0.3897 | ||||||||||
Conversion amount | $ 59,200 | ||||||||||
Accrued interest | $ 7,671 | ||||||||||
Subsequent Event [Member] | D&D Capital Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 2,298,212 | ||||||||||
Conversion price | $ 0.0413 | ||||||||||
Conversion amount | $ 95,008 | ||||||||||
Subsequent Event [Member] | Crown Bridge Partners LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 812,000 | ||||||||||
Conversion price | $ 0.06 | ||||||||||
Conversion amount | $ 44,016 | ||||||||||
Accrued interest | $ 4,204 | ||||||||||
Subsequent Event [Member] | S&E Capital LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common Share issued | 2,450,000 | ||||||||||
Conversion price | $ 0.0413 | ||||||||||
Conversion amount | $ 101,283 |