Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 17, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | CANNA Corp | |
Entity Central Index Key | 0001582962 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the "Amendment") amends the Quarterly Report on Form 10-Q of Canna Corporation for the period ended March 31, 2019 (the "Original Filing"), that was originally filed with the U.S. Securities and Exchange Commission on June 26, 2019. The Amendment is being filed to correct entries in the Original Filing pertaining to the sale and transfer to third parties on March 14, 2019 of certain convertible promissory notes, originally issued to Eagle Equities, LLC, on August 10, 2018 in the amounts of $300,000 and $100,000. As detailed in Note 4 to the accompanying financial statements, certain provisions of the sale and transfer of the notes resulted in material increases in the note balances and the net present value of the Company’s cash flow obligations thereto, thus triggering debt extinguishment accounting pursuant to ASC 470-50, “Debt - Modifications and Extiguishments.” The impact of the effective extinguishment and reissuance of the debt on not only the principal of the notes, but the related interest, derivative liabilities, and disclosures, is reflected in the Amendment. In addition, $51 originally reported as current assets was charged to expense. Additionally, the Restated Subsequent Events section of Note 4 includes details pertaining to the sale of the Company’s subsidiary and the Company’s acquisition of another company. These items do not affect the financial statement reporting in the Original Filing, as the events giving rise to these items took place after the Original Filing, but prior the the issuance of the Amendment. As such, only additional disclosure concerning these events has been provided. Except as described above, the Amendment does not modify any other disclosures presented in, or exhibits to, the Original Filing in any way. | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 239,062,949 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Incorporation State Country Code | CO | |
Entity File Number | 000-55788 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 1,756 | $ 183,347 |
Total current assets | 1,756 | 183,347 |
Fixed Assets | ||
Property and equipment, net | 1,483,830 | 1,408,490 |
Other assets | ||
Cryptocurrency | 6,189 | |
Total assets | 1,485,586 | 1,598,026 |
Current liabilities | ||
Accounts payable | 512,185 | 58,628 |
Bank overdraft | 9,166 | 27,793 |
Accrued expenses | 5,080 | 5,080 |
Accrued interest | 7,963 | 28,595 |
Accrued interest - related party | 17,644 | 14,798 |
Payroll liabilities | 7,519 | 7,707 |
Derivative liability | 2,045,801 | 2,296,080 |
Convertible notes payable, net of discounts of $539,393 and $418,314 | 104,689 | 291,686 |
Convertible notes payable - related party, net of discounts of $0 and $12,126 | 57,154 | 45,028 |
Related party loans | 416,024 | 360,528 |
Current portion of auto loan | 8,239 | 9,933 |
Loans payable - net of discounts $ 52,579 and $180,085 | 1,387,902 | 1,010,714 |
Deferred revenue | 255,362 | 275,362 |
Total current liabilities | 4,834,728 | 4,431,932 |
Long term liabilities | ||
Auto loans, net of current portion | 36,017 | 36,017 |
Total long term liabilities | 36,017 | 36,017 |
Total liabilities | 4,870,745 | 4,467,949 |
Commitments and Contingencies | ||
Contingency liabilities | 83,000 | 83,000 |
Mezzanine Equity | ||
Series A Convertible Preferred stock: $0.0001 par value: 1,000,000 shares authorized: 803,000 and 953,000 shares issued and outstanding at March 31, 2019 and at December 31, 2018 respectively | 105,300 | 120,300 |
Shareholders' Deficit | ||
Preferred stock other designations: $0.0001 par value: 10,000,000 shares authorized: 0 and 0 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | ||
Common stock: $0.0001 par value: 350,000,000 shares authorized: 226,965,896 and 59,803,654 shares issued and outstanding at March 31, 2019 and December 31, 2018 respectively | 22,696 | 5,980 |
Additional Paid-in Capital | 2,713,159 | 1,131,837 |
Accumulated deficit | (5,581,730) | (3,905,831) |
Total Canna Corporation shareholders' deficit | (2,845,875) | (2,768,014) |
Non-Controlling interest | (727,584) | (305,209) |
Total shareholders' deficit | (3,573,459) | (3,073,223) |
Total liabilities and shareholders' deficit | $ 1,485,586 | $ 1,598,026 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Unamortized discounts on convertible notes | $ 539,393 | $ 418,314 |
Unamortized discounts on convertible notes related party | 0 | 12,126 |
Unamortized discounts on Loans payable | $ 52,579 | $ 180,085 |
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 | 350,000,000 | 350,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock issued | 226,965,896 | 59,803,654 |
Common stock outstanding | 226,965,896 | 59,803,654 |
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 | 803,000 | 953,000 |
Series A Convertible Preferred stock outstanding | 803,000 | 953,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operation (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUES | $ 10,391 | |
COST OF SALES | 436,403 | |
GROSS PROFIT | (426,012) | |
General and administrative expenses | 103,212 | 38,301 |
Depreciation expense | 28,465 | |
Total operating expense | 131,677 | 38,301 |
Loss from operations | (557,689) | (38,301) |
OTHER INCOME (EXPENSES) | ||
Interest expense and amortization of debt discount | (1,021,424) | (280,784) |
Change in fair value of derivative liability | (314,569) | 4,172,029 |
Impairment loss on cryptocurrency | (6,189) | |
Fixed assets write-off | (498) | |
Gain (loss) on extinguishment of debt | (198,403) | 137,054 |
Total other income (expense) | (1,540,585) | 4,027,801 |
NET INCOME (LOSS) | (2,098,274) | 3,989,500 |
Less: Income (loss) attributable to non-controlling interest | (422,375) | |
Net income (loss) attributable to Canna Corp shareholders | $ (1,675,899) | $ 3,989,500 |
Net income (loss) per share applicable to common stockholders - basic | $ (0.01) | $ 0.16 |
Net income (loss) per share applicable to common stockholders - diluted | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding - basic | 124,136,135 | 24,817,133 |
Weighted average number of common shares outstanding - diluted | 124,136,135 | 991,333,336 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest | Total |
BALANCE, beginning at Dec. 31, 2017 | $ 392 | $ 605,615 | $ (5,222,959) | $ (4,616,952) | |
BALANCE, beginning shares at Dec. 31, 2017 | 3,915,769 | 3,915,769 | |||
Cancellation of common shares | $ (16) | (2,324) | $ (2,340) | ||
Cancellation of common shares, shares | (156,000) | ||||
Issuance of common shares for convertible debt and resolution of derivative liabilities | $ 27 | 47,320 | 47,347 | ||
Issuance of common shares for convertible debt and resolution of derivative liabilities, shares | 265,902 | ||||
Issuance of common shares for conversion of preferred stock | $ 3,700 | 3,700 | |||
Issuance of common shares for conversion of preferred stock, shares | 37,000,000 | ||||
Net Income (loss) | 3,989,500 | 3,989,500 | |||
BALANCE, ending at Mar. 31, 2018 | $ 4,103 | 650,611 | (1,223,459) | (578,745) | |
BALANCE, ending shares at Mar. 31, 2018 | 41,025,671 | ||||
BALANCE, beginning at Dec. 31, 2018 | $ 5,980 | 1,131,837 | (3,905,831) | (305,209) | $ (3,073,223) |
BALANCE, beginning shares at Dec. 31, 2018 | 59,803,654 | 59,803,654 | |||
Moved from mezzanine to Equity | |||||
Issuance of common shares for convertible debt and resolution of derivative liabilities | $ 1,716 | 1,581,322 | 1,583,038 | ||
Issuance of common shares for convertible debt and resolution of derivative liabilities, shares | 17,162,242 | ||||
Issuance of shares for services | |||||
Issuance of common shares for conversion of preferred stock | $ 15,000 | 15,000 | |||
Issuance of common shares for conversion of preferred stock, shares | 150,000,000 | ||||
Net Income (loss) | (1,675,899) | (422,375) | (1,675,899) | ||
BALANCE, ending at Mar. 31, 2019 | $ 22,696 | $ 2,713,159 | $ (5,581,730) | $ (727,584) | $ (3,573,459) |
BALANCE, ending shares at Mar. 31, 2019 | 226,965,896 | 226,965,896 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ (2,098,274) | $ 3,989,500 |
Adjustment to reconcile net income (loss) to net cash provided operating activities: | ||
Fixed assets written off | 498 | |
(Gain) loss on extinguishment of debt | 198,403 | (137,054) |
Amortization of debt discount | 767,697 | 169,158 |
(Gain) loss in fair value of derivative | 314,569 | (4,172,029) |
Depreciation and amortization expense | 28,465 | |
Impairment loss on cryptocurrency | 6,189 | |
Default penalty interest | 239,833 | |
Write-off of other current asset | 51 | |
Change in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 453,557 | |
Accrued interest | 13,893 | 111,626 |
Payroll liability | (188) | |
Deferred revenue | (20,000) | |
Net cash used in operating activities | (95,805) | (38,301) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for fixed assets acquisition | (103,805) | |
Net cash used in investing activities | (103,805) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Bank overdraft | (18,628) | |
Proceeds from notes payable | 78,000 | |
Repayment of notes payable | (65,505) | |
Proceeds from related party loans | 109,232 | 38,301 |
Repayment of related party loans | (83,386) | |
Repayment of auto loan | (1,694) | |
Net cash provided by financing activities | 18,019 | 38,301 |
NET CHANGE IN CASH | (181,591) | |
CASH, beginning of period | 183,347 | |
CASH, end of period | 1,756 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Issuance of shares of common stock for conversion of debt | 1,583,038 | 47,347 |
Issuance of shares of common stock for conversion of preferred stock | 15,000 | 3,700 |
Derivative liabilities recognized as debt discounts | 722,190 | |
Loan payable paid by related party | 29,600 | |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for income taxes | ||
Cash paid for interest |
NATURE OF ORGANIZATION
NATURE OF ORGANIZATION | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF ORGANIZATION | NOTE l: NATURE OF ORGANIZATION Canna Corporation (the "Company") was initially a Florida Corporation incorporated on July 29, 2013, established to manufacture and distribute high-quality, hand-rolled, premium cigars under the Rich Cigars brand name. The Company had branded custom cigars to be sold via the internet and through retail locations. The Company's primary operations are currently through Northway Mining, LLC as a data center for third parties’ cryptomining processes located in New York State, in which the Company has a majority interest (55%) acquired on August 1, 2018. Management intends to conduct our business principally in the U.S. Northway Mining, LLC’s (“NWM”) core business is providing hosting and security services for third parties’ cryptomining processes, including continuous camera recording, night-vision, motion activation, and automatic text notification to onsite staff. 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 strategic direction was to focus on the acquisition, development, and marketing of proprietary patented products that are readily marketable internationally, and at the same time, 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 corporation was formed, Intercontinental Services, Inc. As of the effective date 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. On April 4, 2019, the Company effected a name change in the State of Colorado from Mining Power Group, Inc. to “Canna Corporation” in preparation for a refocus of its business plan. Similarly, the name change was filed in the State of Florida, where the Company’s headquarters are located. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2019 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 2: GOING CONCERN These 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, 2019, the Company has an accumulated deficit of $5,581,732 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 generate 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. |
SUMMARY OF SIGNIFICANT ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES | NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNT POLICIES Principles of Consolidation The accompanying consolidated financial statements of Canna Corporation include its majority-owned subsidiary Northway Mining, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements include the accounts of Canna Corporation and its subsidiary Northway Mining, LLC, which are controlled and owned 55% by Canna Corporation. All of the equity interests in Northway Mining not held by the Company are reflected as non-controlling interests. In the consolidated statements of operations, we allocate net income (loss) attributable to non-controlling interests to arrive at net income (loss) attributable to the Company. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on June 17, 2019. The Company has elected a December 31 fiscal year-end. Use of Estimates The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") in the United States of America requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company’s long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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 $1,756 and $183,347 as of March 31, 2019 and December 31, 2018, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. The Company has net $0 in accounts receivable at March 31, 2019 and December 31, 2018. Cryptocurrencies The Company receives cryptocurrencies from its customers as a form of payment and converts them into cash in less than 3 months from receipt. The Company accounts for its cryptocurrencies as indefinite-lived intangible assets at historical cost less impairment in accordance with ASC 350 Intangibles - Goodwill and Other. During the three months ended March 31, 2019 and 2018, the Company recorded impairment losses of $6,189 and $0, respectively, resulting in cryptocurrency balances of $0 and $6,189 as of March 31, 2019 and December 31, 2018, respectively. Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets. Fixed Asset Estimated Useful Life (Years) Building 39 Improvements 5 Furniture and office equipment 5 Computer Equipment 5 Vehicles 5 Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. During the three months ended March 31, 2019 and 2018, the Company purchased $103,805 and $0, respectively, of fixed assets, wrote off $0 and $498, respectively, of fixed assets, and recorded $28,465 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,483,830 and $1,408,490 at March 31, 2019 and December 31, 2018, respectively, as follows: Description Total Acquisition Cost Span of Life (years) Accumulated Depreciation December 31, 2018 Depreciation 2019 Q1 Net Value March 31, 2019 Computer Equipment $ 8,840 5 $ 543 $ 436 $ 7,861 Improvements 184,167 5 11,676 9,082 163,409 Office Equipment & Furniture 2,399 5 90 118 2,191 Pods 95,046 5 5,289 4,687 85,070 Real Estate - Land 102,218 — — — 102,218 Real Estate - Building 982,682 39 968 6,203 975,511 Vehicle 56,435 5 4,731 2,783 48,921 Sub-Total 1,431,787 23,297 23,309 1,385,181 Assets Acquisitions 2019 Q1 Computer Equipment 150 5 — 44 106 Improvements 12,222 5 — 603 11,619 Office Equipment & Furniture 483 5 — 24 459 Pods 90,950 5 — 4,485 86,465 Total 2019 Q1 103,805 — 5,156 98,649 Grand Total $ 1,535,592 $ 23,297 $ 28,465 $ 1,483,830 Deferred revenue The Company recognizes revenue for subscription hosting service sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. As of March 31, 2019 and December 31, 2018, the balances of deferred revenue were $255,362 and $275,362, respectively. The reduction of $20,000 was due to a payment made to against one customer’s deposit. 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 ASC 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. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability. U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in markets that are not active; ● inputs other than quoted prices that are observable for the asset or liability; and ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of March 31, 2019 and December 31, 2018, approximates the fair value due to their short-term nature. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and March 31, 2019: Level 1 Level 2 Level 3 Total Derivative Liability December 31, 2018 $ — $ — $ 2,296,080 $ 2,296,080 March 31, 2019 (Restated) $ 2,045,801 $ 2,045,801 The Company reflects the fair value for liabilities using the Black Scholes pricing model. The following chart discloses the estimated fair values for the Company’s derivative financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto: Derivative Liability Reconciliation March 31, 2019 December 31, 2018 (Restated) Balance beginning of the period $ 2,296,080 $ 4,454,993 Derivative liability additions associated with convertible debt 1,988,523 5,840,449 Derivative liability reductions due to conversions or settlement of underlying debt (1,287,038 ) 560,945 Change in fair value (951,764 ) (8,560,307 ) Ending Balance $ 2,045,801 $ 2,296,080 Revenue Recognition Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2014-09, “Revenue from Contracts with Customers,” (“Topic 606”) which provides a principles-based, five-step approach to measure and recognize revenue from contracts with customers. Revenue is recognized when the following criteria are met: ● Identification of the contract, or contracts, with a customer ; ● Identification of the performance obligations in the contract ; ● Determination of the transaction price ; ● Allocation of the transaction price to the performance obligations in the contract ; and ● Recognition of revenue when, or as, we satisfy performance obligation . The adoption of this guidance did not have a material impact on the Company’s consolidated statements of operations, cash flows, shareholders’ equity (deficit), or balance sheets as of the adoption date. The Company's revenues have been generated primarily through hosting services to third parties. The terms of these agreements generally consist on a deposit and monthly billing cycles covering our services. For the three months ended March 31, 2019, all met the above criteria or in exceptional cases only involvement was to sell to some of the end users at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the revenue on such transactions upon receipt. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and fees. If applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement. 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, New York 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, Earnings Per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') Three Months Ended March 31 Unaudited & Filed 2019 Adjustment 2019 Unaudited & Restated 2019 Unaudited & Filed 2018 Numerator Net income (loss) applicable to common shareholders $ (1,396,731 ) $ (701,545 ) $ (2,098,276 ) $ 3,989,500 Denominator Weighted average common shares outstanding, basic 124,136,135 — 124,136,135 24,817,133 Convertible preferred stock 803,000,000 — 803,000,000 963,000,000 Convertible promissory notes 16,971,487 8,914,069 25,885,556 3,516,203 Weighted average common shares outstanding, diluted 944,107,622 8,914,069 953,021,691 991,333,336 Net Income per share - Basic $ (0.01 ) $ — $ (0.01 ) $ 0.16 Income per shares - Diluted $ (0.01 ) $ — $ (0.01 ) $ 0.00 For the period ended March 31, 2019, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
RESTATEMENT
RESTATEMENT | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | NOTE 4: RESTATEMENT This Amendment No. 1 to the Period Ended as of March 31, 2019, on this Form (the "Amendment") amends the Quarterly Report filed to the of Canna Corporation for the period ended March 31, 2019 (the "Original Filing"), that was originally filed with the on June 26, 2019. The Amendment is being filed to correct entries in the Original Filing pertaining to the sale and transfer on March 14, 2019 of certain convertible promissory notes, originally issued to Eagle Equities, LLC on August 10, 2018 in the amount of $300,000 and $100,000. On March 14, 2019, Eagle Equities, LLC, declared default on the $300,000 and $100,000 notes resulting in interest and penalties equal to $142,884 and $47,198, respectively. All principal, accrued interest, and penalties were purchased by four investors and the Company recognized the new debts totaling $590,082. As a result, the Company determined this transaction should be accounted for as a debt extinguishment in accordance with ASC 470-50-40, “Debt - Modifications and Extinguishments,” The revised principal balances on these notes resulted in following adjustments; Convertible notes Adjustment Settled notes $ (400,000 ) Debt discount of settled notes 144,657 New assigned notes 590,082 Debt discount of new assigned notes (522,759 ) $ (188,020 ) Accrued interest Adjustment Settled accrued interest $ (23,787 ) Accrued interest from new assigned notes 4,937 $ (18,850 ) Interest expense and amortization of debt discount Adjustment Amortization of settled notes $ 144,657 Amortization of new assigned notes 67,323 Interest expense from new assigned notes 4,937 $ 216,917 Derivative liabilities Adjustment Derivative liabilities from settled notes $ (1,202,512 ) Derivative liabilities from new assigned notes 1,688,499 $ 485,987 Change in fair value of derivative Adjustment Gain on change in fair value of derivative from settled notes $ 1,202,512 Loss on change in fair value of derivative from new assigned notes (82,872 ) Day 1 loss from new assigned notes (1,015,545 ) $ 104,095 Also, $51 originally reported as other current assets was charged to expense. Except as described above, the Amendment does not modify any other disclosures presented in, or exhibits to, the Original Filing in any way. March 31, 2019 (Unaudited as Filed) March 31, 2019 (Adjustments) March 31, 2019 (Unaudited and Restated) Balance Sheet Other current assets $ 51 $ (51 ) $ — Total assets 1,485,637 (51 ) 1,485,586 Accrued interest 26,813 (18,850 ) 7,963 Derivative liabilities 1,559,814 485,987 2,045,801 Convertible notes payable 292,709 (188,020 ) 104,689 Total liabilities 4,591,628 279,119 4,870,747 Accumulated deficit (5,302,562 ) (279,168 ) (5,581,732 ) Total shareholders' deficit $ (2,566,707 ) $ (279,168 ) $ (2,845,877 ) March 31, 2019 (Unaudited as Filed) March 31, 2019 (Adjustments) March 31, 2019 (Unaudited and Restated) Statements of Operations (Unaudited) General and administrative expense $ 103,161 $ 51 $ 103,212 Total operating expenses 131,626 51 131,677 Interest expense and amortization of debt discount (804,507 ) (216,917 ) (1,021,424 ) Change in fair value of derivative liability (418,664 ) 104,095 (314,569 ) Loss on extinguishment of debt (32,108 ) (166,295 ) (198,403 ) Total other expenses (1,261,468 ) (279,117 ) (1,540,585 ) NET LOSS $ (1,819,106 ) $ (279,168 ) $ (2,098,274 ) March 31, 2019 (Unaudited as Filed) March 31, 2019 (Adjustments) March 31, 2019 (Unaudited and Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (1,819,106 ) $ (279,168 ) $ (2,098,274 ) Adjustment to reconcile net income (loss) to net cash provided operating activities: (Gain) loss on extinguishment of debt 32,108 166,295 198,403 Amortization of debt discount 555,717 211,980 767,697 (Gain) loss in fair value of derivative 418,664 (104,095 ) 314,569 Write-off of other current asset — 51 51 Change in operating assets and liabilities: Accrued interest 8,956 4,937 13,893 Net cash used in operating activities $ (95,805 ) $ — $ (95,805 ) RESTATED SUBSEQUENT EVENTS The Company has evaluated subsequent events that occurred from the date of the Original Filing through the date these financial statements were issued, and has determined there are additional subsequent events requiring disclosure as follows: On July 1, 2019 the Company sold any and all interest of Northway Mining, LLC to Dror Svorai, under common control. On January 16, 2020, the Company entered into an agreement (the "Acquisition Agreement"), to acquire the majority ownership interest of Agra Nutraceuticals Corporation ("Agra"), a Colorado corporation, having a registered business address of 67 SW 12th Ave, Ste 500, Deerfield Beach, Florida 33442. Pursuant to the Acquisition Agreement the Company acquires seventy-seven and one-half percent (77.5%) of the issued and outstanding shares of common stock of Agra to be transferred to it from the majority shareholder of Agra, SBS Eco Trust. In consideration of the acquisition of the Agra shares, Dror Svorai, the Registrant's majority shareholder, President, CEO and sole officer and director transferred his 803,000 shares of the Registrant's Series A Preferred Stock and 197,000,000 shares of its common stock to SBS Eco. In connection with the Acquisition Agreement, the Company underwent a change of control. As a result of the Acquisition, the SBS Eco Trust, whose trustee is Esther Bittelman, an individual, and Secretary of Agra, became controlling and majority shareholder of the Registrant (the "Change of Control"). As a result of entry into the Acquisition Agreement, Mr. Svorai resigned at the end of the business day on January 17, 2020, following the appointments and acceptances by the new officers and directors of the Company, Agra will be operated as a majority-owned subsidiary of the Company. The Acquisition will become effective 20 days following the mailing of an Information Statement to shareholders pursuant to Schedule 14. There are a total of 1,000,000 shares designated as Series A Preferred Stock. Each share of Series A Preferred converts to 1,000 shares of common. Each share of the Series A Series A Preferred Stock has the voting rights equivalent of 20,000 shares of common stock (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders). |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 : NOTES PAYABLE Convertible Notes Payable Power Up Lending Group, LTD On May 30, 2017, the Company entered into a convertible advance with Power Up Lending Group, LTD. The advance, with a face value of $38,000, bore interest at 12% per annum and was payable on March 5, 2018. The note was issued at a 7% discount, resulting in net proceeds received after issuance costs and fees of $35,000. Additionally, the note was 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 15 trading prior to which the Notice of Conversion was received. During the year ended December 31, 2018, the noteholder converted $50,858 of principal and interest into common stock, resulting in $0 and $2,387 in principal and interest as of March 31, 2019 and December 31, 2018, respectively. The value of the conversion feature was assigned to the derivative liability. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $7,491. Eagle Equities LLC During 2018, the Company entered into three notes with Eagle Equities LLC. The notes are 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 15 day trading period 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 50% instead of 60% while that chill is in effect. 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. 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 for each note. The notes are summarized as follows: On July 3, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $100,000, bears interest at 8% per annum and is payable on July 3, 2019. The net proceeds received after issuance costs and fees was $96,500. On January 22, 2019, Eagle Equities LLC declared a default of the convertible note payable to them resulting in fees and penalties equal to $32,108. Also, on January 22, 2019 Eagle Equities LLC, sold all of its potentially dilutive convertible note to M Svorai Investment, Inc, a related party, including $7,600 in accrued interest. On February 2, 2019 M Svorai Investments, Inc exercised the convertible option, resulting in 5,162,242 shares issued; at a price of $0.02712 per share issued for $132,108 in principal and $7,892 in interest accrued to the conversion date. The remaining balance principal and interest as of March 31, 2019 was $0. As of December 31, 2018, principal and interest balances were $100,000 and $9,104, respectively. On August 10, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $300,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $285,000. On March 14, 2019 Eagle Equities LLC declared a default of the convertible note payable to them resulting in fees and penalties of $142,884, and in same date, sold all of its potentially dilutive convertible note to each of the following: $147,628 to Back Nine Capital, LLC., $147,628 to One Investment Capital, Inc., and $147,628 to Sign N Drive Auto Mall, Inc. As of March 31, 2019 the following chart show the balances on principal and interest as of March 31, 2019: Lender March 31, 2019 Principal Interest Back Nine Capital, LLC (Eagle 2) $ 147,628 $ 1,234 One Investment Capital, Inc (Eagle 2) 147,628 1,234 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 1,234 Total: $ 442,884 $ 3,702 On March 14, 2019, Back Nine Capital LLC, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore Back Nine Capital, LLC, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 132 days to maturity, risk free interest rate of 2.44% and annualized volatility of 349%. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The principal and interest balances as of March 31, 2019 were $147,628 and $1,234 respectively. On March 14, 2019, One Investment Capital, Inc, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore Back Nine Capital, LLC, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 132 days to maturity, risk free interest rate of 2.44% and annualized volatility of 349%. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of March 31, 2019 were $147,628 and $1,234 respectively. On March 14, 2019, Sign N Drive Auto Mall, Inc, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore Sign N Drive, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 132 days to maturity, risk free interest rate of 2.44% and annualized volatility of 349%, valued at $422,432. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of March 31, 2019 were $147,628 and $1,234 respectively. On August 10, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $100,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $95,000. The principal and interest balances as of March 14, 2019 were $100,000 and $ 5,384, respectively. As of December 31, 2018, principal and interest balances were $100,000 and $3,784, respectively. On March 14, 2019 Eagle Equities LLC declared a default of the convertible note payable to them in the amount of $47,198, and in same date Eagle Equities LLC, sold all of its potentially dilutive convertible note to Gary Berlly, an individual, included $47,198 in accrued interest and penalties. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 132 days term to maturity, risk free interest rate of 2.44% and annualized volatility of 349%, valued at $421,203. The value of the conversion feature was assigned to the derivative liability and created a loss and debt discount to be amortized over the life of the convertible debt. The principal and interest balances as of March 31, 2019 were $147,198 and $1,234 respectively. Firstfire Global Opportunity Fund, LLC On September 11, 2018, the Company entered into a convertible note with Firstfire Global Opportunities Fund, LLC. The note, with a face value of $210,000, bears interest at 5% per annum and was payable on July 11, 2018. The note was issued at a $10,000 (“OID”) discount. The net proceeds received after issuance costs and fees was $195,000. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 65% multiplied by the lowest price of the common shares for the 20 consecutive trading days period immediately preceding the Trading Day that the Company receives a Notice of Conversion. The conversion formula created an embedded derivative conversion feature. On January 16, 2019, Firstfire Global Opportunities Fund, LLC sold all of its potentially dilutive convertible note of $210,000 issued on September 11, 2018 to: (i) twenty five percent (25%) of its potentially dilutive convertible note to Back Nine Capital LLC, or $52,500; (ii) twenty five percent (25%) of its potentially dilutive convertible note to Gary Berlly, or $52,500; (iii) twenty five percent (25%) of its potentially dilutive convertible note to One Investment Capital, or $52,500 and (iv) twenty five percent (25%) of its potentially dilutive convertible note to Sig N Drive Auto Mall, Inc, or $52,500. On January 22, 2019, Back Nine Capital, LLC exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March 31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. On January 23, 2019, Gary Berlly exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March 31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. On January 23, 2019, One Investment Capital, Inc exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March 31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. On January 23, 2019, Sign N Drive Auto Mall, Inc exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The remaining balance on the note as of March 31, 2019 was $13,500 and $159 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of March 31, 2019: dividend yield of zero, 95 days term to maturity, risk free interest rate of 2.40% and annualized volatility of 333%, valued at $33,388. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. March 31, 2019 Convertible Notes Payable Summary - Third Parties Lender Principal Interest Unamortized Debt Discount Net Power Up Lending, LTD $ — $ 2,387 $ — $ 2,387 Back Nine Capital, LLC 13,500 160 — 13,660 Gary Berlly 13,500 160 — 13,660 One Investment Capital, Inc 13,500 160 — 13,660 Sign N Drive Auto Mall, Inc 13,500 160 (4,165 ) 9,495 Back Nine Capital, LLC (Eagle 2) 147,628 1,234 (134,924 ) 13,938 Gary Berlly (Eagle 3) 147,198 1,234 (134,569 ) 13,863 One Investment Capital, Inc (Eagle 2) 147,628 1,234 (134,950 ) 13,912 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 1,234 (130,785 ) 18,077 Notes Third Parties $ 644,082 $ 7,962 $ (539,393 ) $ 112,651 At December 31, 2018, the above loans had an aggregate outstanding principal balance of $710,000 and unamortized debt discount of $418,314, resulting in net principal of $291,686. Loans Payable The Company acquired certain real estate and vehicles, [the unpaid balance is guaranteed by mortgages with a 12 months maturity 5% interest rate, along with a lien and 72 month maturity on the vehicles]. The total mortgage balance with 707 Flats Rd. and Marsan Properties as of December 31, 2018 was $617,400 and $520,000 as of March 31, 2019, which is payable in September 2019. The Company also has loan agreements with: (i) Ultegra Partner, based on an agreement executed as of December 20, 2018 and payable in weekly payments $11,583, last installment due on January 6, 2020, net proceeds of $339,500. This debt was settled as of February 22, 2019, which included a prospective payment schedule based on the future sale of certain assets. (ii) Atlas Advanced, based on an agreement executed as of December 10, 2018, payable in net proceeds of $67,450, payable in 90 daily payments of $1,216, last installment due on April 23, 2019. This debt was settled as of June 11, 2019 for one payment of $25,000. (iii) The 1 st st (iv) Grand Capital based on agreement executed as of January 3, 2019, this loan was payable in 72 daily payments of $922 been the last installment due on June 11, 2019. This debt was settled as of May 2, 2019, refinancing the settled debt of $55,175 in monthly payments of $1,000 in May 2019, which was properly performed, and $2,000 from June 2019, which also was properly performed, until extinguishing the settled debt. LENDER LOAN AMOUNT NET OF PROCEEDS DEBT DISC. & ORIGIN. FEES INT RATE TERMS OF PAYMENT NET BALANCE AS OF MARCH 31, 2019 Ultegra Financial Partners $ 648,945 $ 339,500 — 84.98 % Sale of Assets $648,945 Atlas Advanced Funding 80,245 67,450 (30,055 ) 332.38 % Settled 50,190 707 Flats Road 134,900 — — — December 2019 134,900 Marsan Properties 520,000 — — 5 % December 2019 520,000 Grand Capital 56,391 40,500 (22,524 ) 429 % Monthly 33,867 Total: 1,440,481 $ (52,579 ) $1,387,902 The aggregate principal balance and unamortized debt discount on these loans totaled $52,579 and $180,085, respectively, at March 31, 2019 and December 31, 2018. During the three months ended March 31, 2019 and 2018, the Company received, in aggregate, total proceeds of $40,500 and $0, respectively. |
RELATED PARTY LOANS
RELATED PARTY LOANS | 3 Months Ended |
Mar. 31, 2019 | |
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 note to D&D Capital, Inc, a related party. Accrued interest related to this advance was $686 and $541 at March 31, 2019 and December 31, 2018, respectively. The Company valued this conversion feature using the Black Scholes valuation model; as of March 31, 2019, due to the note is in default there are no assumptions, therefore the note has a conversion option’s value of $33,335. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The remaining principal balance as of March 31, 2019 is $ 7,379. During the three months ended March 31, 2018, Kodiak Capital declared a default of the convertible note payable to them invoking 22% retroactive interest and also put into effect a penalty of $2,000 per day for non-delivery of 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. As a result, the Company recognized a gain of $137,054 due to the adjustment to remove all aspects of the Kodiak note (derivative liability and unamortized issuance cost and debt discount. During 2018, S&E Capital, Inc., exercised the convertible option, resulting in 2,450,000 shares issued; at a price of $0.04134 per share issued for $101,283 in principal and $11,497 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model; as of March 31, 2019 due to the note is in default there are no assumptions, therefore the note has a conversion option’s value of $182,454. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The remaining principal balance as of March 31, 2019 is $ 49,775. Lender Principal Interest Net D&D Capital, Inc $ 7,379 $ 686 $ 7,379 S&E Capital, LLC 49,775 16,958 49,775 Notes Related Parties $ 57,154 $ 17,644 $ 57,154 At March 31, 2019 and December 31, 2018, the principal unamortized debt discount for related parties convertible notes was $57,154, interest for related parties convertible notes was $17,644 as of March 31, 2019, and $ 14,798 as of December 31, 2018. Debt conversion discount for these notes was $0 at March 31, 2019 and $12,126 on December 31, 2018. Other Related Party Loans The Company has non-interest bearing demand loans with various related parties. During the three months ended March 31, 2019 and 2018, the Company received $109,232 and $38,301, respectively, in proceeds from these loans, and made repayments of $83,386 and $0, respectively, resulting in principal balances of $416,024 and $360,528 as of March 31, 2019 and December 31, 2018, respectively. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 7: EQUITY On January 28, 2019 the Company issued 60,000,000 common stock restricted shares, $ 0.0001 par value per share, converting 60,000 shares of the one million (1,000,000) Series A Preferred Stock. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to Gary Berlly. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $$0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to Back Nine Capital, LLC. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $$0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to One Investment Capital, Inc. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $$0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to Sing N Drive Auto Mall, Inc. On February 4, 2019 the Company issued 5,162,242 shares issued; at a price of $0.02712. The shares were issued to convert $132,108 in principal and $7,892 in interest, on the note dated July 3, 2018, to M Svorai Investments, Inc a related party. In connection with the above debt conversions occurring in February 2019, derivative liabilities totaling $1,287,038 were eliminated, with the offset recorded as an increase to additional paid-in capital. On March 15, 2019 the Company issued 40,000,000 common stock restricted shares, $ 0.0001 par value per share, converting 40,000 shares of the one million (1,000,000) Series A Preferred Stock. On March 22, 2019 the Company issued 50,000,000 common stock restricted shares, $ 0.0001 par value per share, converting 50,000 shares of the one million (1,000,000) Series A Preferred Stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8: 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, 2019 | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS AFTER MARCH 31, 2019 | NOTE 9: SUBSEQUENT EVENTS AFTER MARCH 31, 2019 The Company has evaluated subsequent events that occurred through the date these financial statements were issued and has determined there are subsequent events as the following: On July 1, 2019 the Company sold any and all interest of Northway Mining, LLC to Dror Svorai, under common control and all its operations on behalf of Canna Corporation have been discontinued. On January 16, 2020, the "Company" entered into an agreement (the "Acquisition Agreement"), to acquire the majority ownership interest of Agra Nutraceuticals Corporation ("Agra"), a Colorado corporation, having a registered business address of 67 SW 12th Ave, Ste 500, Deerfield Beach, Florida 33442. Pursuant to the Acquisition Agreement the Company acquires seventy-seven and one-half percent (77.5%) of the issued and outstanding shares of common stock of Agra to be transferred to it from the majority shareholder of Agra, SBS Eco Trust. In consideration of the acquisition of the Agra shares, Dror Svorai, the Registrant's majority shareholder, President, CEO and sole officer and director transferred his 803,000 shares of the Registrant's Series A Preferred Stock and 197,000,000 shares of its common stock to SBS Eco. In connection with the Acquisition Agreement, the Company underwent a change of control. As a result of the Acquisition, the SBS Eco Trust, whose trustee is Esther Bittelman, an individual, and Secretary of Agra, became controlling and majority shareholder of the Registrant (the "Change of Control"). On January 16, 2020, Back Nine Capital, LLC, irrevocably elects to exercise the right granted under certain Convertible Promissory Note dated September 11, 2018 and assigned to the current holder per that certain Note Purchase and Assignment Agreement, dated January 16, 2019, to convert $15,744 including principal together with any unpaid regular and penalty interest accrued, into 832,351 shares of the Company’s common stock at a price of $0.018915 On January 16, 2020, D&D Capital Inc., irrevocably elects to exercise the rights granted under that certain Convertible Promissory Note date July 1, 2019 to convert $125,712 into 9,600,000 shares of the Company’s common stock at a price of $0.013095. On January 16, 2020, Gary Berlly irrevocably elects to exercise the right granted under certain Convertible Promissory Note dated September 11, 2018 and assigned to the current holder per that certain Note Purchase and Assignment Agreement, dated January 16, 2019, to convert $15,744 including principal together with any unpaid regular and penalty interest accrued, into 832,351 shares of the Company’s common stock at a price of $0.018915 On January 16, 2020, Sign N Drive Auto Mall, Inc., irrevocably elects to exercise the right granted under certain Convertible Promissory Note dated September 11, 2018 and assigned to the current holder per that certain Note Purchase and Assignment Agreement, dated January 16, 2019, to convert $15,744 including principal together with any unpaid regular and penalty interest accrued, into 832,351 shares of the Company’s common stock at a price of $0.018915 As a result of entry into the Acquisition Agreement, Mr. Svorai resigned at the end of the business day on January 17, 2020, following the appointments and acceptances by the new officers and directors of the Company, Agra will be operated as a majority-owned subsidiary of the Company. The Acquisition will become effective 20 days following the mailing of the Information Statement to shareholders pursuant to Schedule 14. The mailing has not occurred yet. There are a total of 1,000,000 shares designated as Series A Preferred Stock. Each share of Series A Preferred converts to 1,000 shares of common. Each share of the Series A Series A Preferred Stock has the voting rights equivalent of 20,000 shares of common stock (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders). Name Change On April 4, 2019, the Company effected a name change in the State of Colorado from Mining Power Group, Inc. to “Canna Corporation” in preparation for a refocus of its business plan. Similarly, the name change was filed in the State of Florida, where the Company’s headquarters are located. Lawsuits Atlas Funding v Northway. The Company accrued a liability of $55,000 based on the Company’s attorney’s assessment. This lawsuit was filed on February 2019 due to default debt. The Company and Atlas executed on settled as of June 11, 2019 for one payment of $25,000. Northway Mining, LLC vs. Marsan Properties, Inc. vs. Northway Mining, Supreme Court of the State of New York, County of Greene, Case Index No. 2019-269 filed April 11, 2019. The parties agreed to sign a Stipulation of Settlement wherein the debt on the property is refinanced. Premier Properties, Inc vs CSX4236 and Northway Mining, LLC. Supreme Court of the State of New York, County of Greene, Case Index No. 18-0825, pertaining to foreclosure on property located at 707 Flats Road, Athens, NY. At this time there is an ongoing negotiation with a potential outcome of selling this property and therefore paying off the debt. This property is no longer used by Northway. 9384-2557 Quebec Inc, Minedmap, Inc and Serenity Alpha, LLC - Husk Mining, LLC vs Northway Mining LLC and others. United States District Court for the Eastern District of New York, Case No. 1:19-CV-1994, filed on April 7, 2019. Case involves several causes of action and open-ended claims. The Company was never served, and searching on PACER (Public Access to Court Electronic Records) no results were obtained, therefore it is the Company’s understanding that such lawsuit doesn’t exist. On May 2, 2019, the Company settled for $55,175 the lawsuit initiated by Grand Capital, in the amount of $75,225, by weekly payments of $1,000 beginning May 8, 2019 via two (2) debits of $500 and beginning July 8, 2019 weekly payments of $2,000 via four (4) debits of $500. After the first payment Grand Capital agrees to forebear from enforcing any UCC liens, judgment levies, and/or restraints on the Company account. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principals of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of Canna Corporation include its majority-owned subsidiary Northway Mining, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements include the accounts of Canna Corporation and its subsidiary Northway Mining, LLC, which are controlled and owned 55% by Canna Corporation. All of the equity interests in Northway Mining not held by the Company are reflected as non-controlling interests. In the consolidated statements of operations, we allocate net income (loss) attributable to non-controlling interests to arrive at net income (loss) attributable to the Company. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on June 17, 2019. The Company has elected a December 31 fiscal year-end. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") in the United States of America requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company’s long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
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 $1,756 and $183,347 as of March 31, 2019 and December 31, 2018, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. The Company has net $0 in accounts receivable at March 31, 2019 and December 31, 2018. |
Cryptocurrencies | Cryptocurrencies The Company receives cryptocurrencies from its customers as a form of payment and converts them into cash in less than 3 months from receipt. The Company accounts for its cryptocurrencies as indefinite-lived intangible assets at historical cost less impairment in accordance with ASC 350 Intangibles - Goodwill and Other. During the three months ended March 31, 2019 and 2018, the Company recorded impairment losses of $6,189 and $0, respectively, resulting in cryptocurrency balances of $0 and $6,189 as of March 31, 2019 and December 31, 2018, respectively. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets. Fixed Asset Estimated Useful Life (Years) Building 39 Improvements 5 Furniture and office equipment 5 Computer Equipment 5 Vehicles 5 Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. During the three months ended March 31, 2019 and 2018, the Company purchased $103,805 and $0, respectively, of fixed assets, wrote off $0 and $498, respectively, of fixed assets, and recorded $28,465 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,483,830 and $1,408,490 at March 31, 2019 and December 31, 2018, respectively, as follows: Description Total Acquisition Cost Span of Life (years) Accumulated Depreciation December 31, 2018 Depreciation 2019 Q1 Net Value March 31, 2019 Computer Equipment $ 8,840 5 $ 543 $ 436 $ 7,861 Improvements 184,167 5 11,676 9,082 163,409 Office Equipment & Furniture 2,399 5 90 118 2,191 Pods 95,046 5 5,289 4,687 85,070 Real Estate - Land 102,218 — — — 102,218 Real Estate - Building 982,682 39 968 6,203 975,511 Vehicle 56,435 5 4,731 2,783 48,921 Sub-Total 1,431,787 23,297 23,309 1,385,181 Assets Acquisitions 2019 Q1 Computer Equipment 150 5 — 44 106 Improvements 12,222 5 — 603 11,619 Office Equipment & Furniture 483 5 — 24 459 Pods 90,950 5 — 4,485 86,465 Total 2019 Q1 103,805 — 5,156 98,649 Grand Total $ 1,535,592 $ 23,297 $ 28,465 $ 1,483,830 |
Deferred revenue | Deferred revenue The Company recognizes revenue for subscription hosting service sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. As of March 31, 2019 and December 31, 2018, the balances of deferred revenue were $255,362 and $275,362, respectively. The reduction of $20,000 was due to a payment made to against one customer’s deposit. |
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 ASC 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability. U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in markets that are not active; ● inputs other than quoted prices that are observable for the asset or liability; and ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of March 31, 2019 and December 31, 2018, approximates the fair value due to their short-term nature. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and March 31, 2019: Level 1 Level 2 Level 3 Total Derivative Liability December 31, 2018 $ — $ — $ 2,296,080 $ 2,296,080 March 31, 2019 (Restated) $ 2,045,801 $ 2,045,801 The Company reflects the fair value for liabilities using the Black Scholes pricing model. The following chart discloses the estimated fair values for the Company’s derivative financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto: Derivative Liability Reconciliation March 31, 2019 December 31, 2018 (Restated) Balance beginning of the period $ 2,296,080 $ 4,454,993 Derivative liability additions associated with convertible debt 1,988,523 5,840,449 Derivative liability reductions due to conversions or settlement of underlying debt (1,287,038 ) 560,945 Change in fair value (951,764 ) (8,560,307 ) Ending Balance $ 2,045,801 $ 2,296,080 |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2014-09, “Revenue from Contracts with Customers,” (“Topic 606”) which provides a principles-based, five-step approach to measure and recognize revenue from contracts with customers. Revenue is recognized when the following criteria are met: ● Identification of the contract, or contracts, with a customer ; ● Identification of the performance obligations in the contract ; ● Determination of the transaction price ; ● Allocation of the transaction price to the performance obligations in the contract ; and ● Recognition of revenue when, or as, we satisfy performance obligation . The adoption of this guidance did not have a material impact on the Company’s consolidated statements of operations, cash flows, shareholders’ equity (deficit), or balance sheets as of the adoption date. The Company's revenues have been generated primarily through hosting services to third parties. The terms of these agreements generally consist on a deposit and monthly billing cycles covering our services. For the three months ended March 31, 2019, all met the above criteria or in exceptional cases only involvement was to sell to some of the end users at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the revenue on such transactions upon receipt. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and fees. If applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement. |
Income Taxes | 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, New York 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, |
Earnings per Share | Earnings Per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') Three Months Ended March 31 Unaudited & Filed 2019 Adjustment 2019 Unaudited & Restated 2019 Unaudited & Filed 2018 Numerator Net income (loss) applicable to common shareholders $ (1,396,731 ) $ (701,545 ) $ (2,098,276 ) $ 3,989,500 Denominator Weighted average common shares outstanding, basic 124,136,135 — 124,136,135 24,817,133 Convertible preferred stock 803,000,000 — 803,000,000 963,000,000 Convertible promissory notes 16,971,487 8,914,069 25,885,556 3,516,203 Weighted average common shares outstanding, diluted 944,107,622 8,914,069 953,021,691 991,333,336 Net Income per share - Basic $ (0.01 ) $ — $ (0.01 ) $ 0.16 Income per shares - Diluted $ (0.01 ) $ — $ (0.01 ) $ 0.00 For the period ended March 31, 2019, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives for Property and Equipment | Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets. Fixed Asset Estimated Useful Life (Years) Building 39 Improvements 5 Furniture and office equipment 5 Computer Equipment 5 Vehicles 5 |
Schedule of Retirement of Property and Equipment | During the three months ended March 31, 2019 and 2018, the Company purchased $103,805 and $0, respectively, of fixed assets, wrote off $0 and $498, respectively, of fixed assets, and recorded $28,465 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,483,830 and $1,408,490 at March 31, 2019 and December 31, 2018, respectively, as follows: Description Total Acquisition Cost Span of Life (years) Accumulated Depreciation December 31, 2018 Depreciation 2019 Q1 Net Value March 31, 2019 Computer Equipment $ 8,840 5 $ 543 $ 436 $ 7,861 Improvements 184,167 5 11,676 9,082 163,409 Office Equipment & Furniture 2,399 5 90 118 2,191 Pods 95,046 5 5,289 4,687 85,070 Real Estate - Land 102,218 — — — 102,218 Real Estate - Building 982,682 39 968 6,203 975,511 Vehicle 56,435 5 4,731 2,783 48,921 Sub-Total 1,431,787 23,297 23,309 1,385,181 Assets Acquisitions 2019 Q1 Computer Equipment 150 5 — 44 106 Improvements 12,222 5 — 603 11,619 Office Equipment & Furniture 483 5 — 24 459 Pods 90,950 5 — 4,485 86,465 Total 2019 Q1 103,805 — 5,156 98,649 Grand Total $ 1,535,592 $ 23,297 $ 28,465 $ 1,483,830 |
Schedule of Fair Value of Financial Instruments | Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and March 31, 2019: Level 1 Level 2 Level 3 Total Derivative Liability December 31, 2018 $ — $ — $ 2,296,080 $ 2,296,080 March 31, 2019 (Restated) $ 2,045,801 $ 2,045,801 The Company reflects the fair value for liabilities using the Black Scholes pricing model. The following chart discloses the estimated fair values for the Company’s derivative financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto: Derivative Liability Reconciliation March 31, 2019 December 31, 2018 (Restated) Balance beginning of the period $ 2,296,080 $ 4,454,993 Derivative liability additions associated with convertible debt 1,988,523 5,840,449 Derivative liability reductions due to conversions or settlement of underlying debt (1,287,038 ) 560,945 Change in fair value (951,764 ) (8,560,307 ) Ending Balance $ 2,045,801 $ 2,296,080 |
Schedule of Computation of Basic and Diluted Earnings Per Share | The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share. Three Months Ended March 31 Unaudited & Filed 2019 Adjustment 2019 Unaudited & Restated 2019 Unaudited & Filed 2018 Numerator Net income (loss) applicable to common shareholders $ (1,396,731 ) $ (701,545 ) $ (2,098,276 ) $ 3,989,500 Denominator Weighted average common shares outstanding, basic 124,136,135 — 124,136,135 24,817,133 Convertible preferred stock 803,000,000 — 803,000,000 963,000,000 Convertible promissory notes 16,971,487 8,914,069 25,885,556 3,516,203 Weighted average common shares outstanding, diluted 944,107,622 8,914,069 953,021,691 991,333,336 Net Income per share - Basic $ (0.01 ) $ — $ (0.01 ) $ 0.16 Income per shares - Diluted $ (0.01 ) $ — $ (0.01 ) $ 0.00 |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Adjustment in Financial Statements | The revised principal balances on these notes resulted in following adjustments; Convertible notes Adjustment Settled notes $ (400,000 ) Debt discount of settled notes 144,657 New assigned notes 590,082 Debt discount of new assigned notes (522,759 ) $ (188,020 ) Accrued interest Adjustment Settled accrued interest $ (23,787 ) Accrued interest from new assigned notes 4,937 $ (18,850 ) Interest expense and amortization of debt discount Adjustment Amortization of settled notes $ 144,657 Amortization of new assigned notes 67,323 Interest expense from new assigned notes 4,937 $ 216,917 Derivative liabilities Adjustment Derivative liabilities from settled notes $ (1,202,512 ) Derivative liabilities from new assigned notes 1,688,499 $ 485,987 Change in fair value of derivative Adjustment Gain on change in fair value of derivative from settled notes $ 1,202,512 Loss on change in fair value of derivative from new assigned notes (82,872 ) Day 1 loss from new assigned notes (1,015,545 ) $ 104,095 |
Schedule of Restated Financial Statement Balances | Except as described above, the Amendment does not modify any other disclosures presented in, or exhibits to, the Original Filing in any way. March 31, 2019 (Unaudited as Filed) March 31, 2019 (Adjustments) March 31, 2019 (Unaudited and Restated) Balance Sheet Other current assets $ 51 $ (51 ) $ — Total assets 1,485,637 (51 ) 1,485,586 Accrued interest 26,813 (18,850 ) 7,963 Derivative liabilities 1,559,814 485,987 2,045,801 Convertible notes payable 292,709 (188,020 ) 104,689 Total liabilities 4,591,628 279,119 4,870,747 Accumulated deficit (5,302,562 ) (279,168 ) (5,581,732 ) Total shareholders' deficit $ (2,566,707 ) $ (279,168 ) $ (2,845,877 ) March 31, 2019 (Unaudited as Filed) March 31, 2019 (Adjustments) March 31, 2019 (Unaudited and Restated) Statements of Operations (Unaudited) General and administrative expense $ 103,161 $ 51 $ 103,212 Total operating expenses 131,626 51 131,677 Interest expense and amortization of debt discount (804,507 ) (216,917 ) (1,021,424 ) Change in fair value of derivative liability (418,664 ) 104,095 (314,569 ) Loss on extinguishment of debt (32,108 ) (166,295 ) (198,403 ) Total other expenses (1,261,468 ) (279,117 ) (1,540,585 ) NET LOSS $ (1,819,106 ) $ (279,168 ) $ (2,098,274 ) March 31, 2019 (Unaudited as Filed) March 31, 2019 (Adjustments) March 31, 2019 (Unaudited and Restated) CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (1,819,106 ) $ (279,168 ) $ (2,098,274 ) Adjustment to reconcile net income (loss) to net cash provided operating activities: (Gain) loss on extinguishment of debt 32,108 166,295 198,403 Amortization of debt discount 555,717 211,980 767,697 (Gain) loss in fair value of derivative 418,664 (104,095 ) 314,569 Write-off of other current asset — 51 51 Change in operating assets and liabilities: Accrued interest 8,956 4,937 13,893 Net cash used in operating activities $ (95,805 ) $ — $ (95,805 ) |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt Payable balances | Lender March 31, 2019 Principal Interest Back Nine Capital, LLC (Eagle 2) $ 147,628 $ 1,234 One Investment Capital, Inc (Eagle 2) 147,628 1,234 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 1,234 Total: $ 442,884 $ 3,702 |
Convertible Notes Payable Summary | Lender Principal Interest Unamortized Debt Discount Net Power Up Lending, LTD $ — $ 2,387 $ — $ 2,387 Back Nine Capital, LLC 13,500 160 — 13,660 Gary Berlly 13,500 160 — 13,660 One Investment Capital, Inc 13,500 160 — 13,660 Sign N Drive Auto Mall, Inc 13,500 160 (4,165 ) 9,495 Back Nine Capital, LLC (Eagle 2) 147,628 1,234 (134,924 ) 13,938 Gary Berlly (Eagle 3) 147,198 1,234 (134,569 ) 13,863 One Investment Capital, Inc (Eagle 2) 147,628 1,234 (134,950 ) 13,912 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 1,234 (130,785 ) 18,077 Notes Third Parties $ 644,082 $ 7,962 $ (539,393 ) $ 112,651 |
Schedule of Loans Payable | LENDER LOAN AMOUNT NET OF PROCEEDS DEBT DISC. & ORIGIN. FEES INT RATE TERMS OF PAYMENT NET BALANCE AS OF MARCH 31, 2019 Ultegra Financial Partners $ 648,945 $ 339,500 — 84.98 % Sale of Assets $648,945 Atlas Advanced Funding 80,245 67,450 (30,055 ) 332.38 % Settled 50,190 707 Flats Road 134,900 — — — December 2019 134,900 Marsan Properties 520,000 — — 5 % December 2019 520,000 Grand Capital 56,391 40,500 (22,524 ) 429 % Monthly 33,867 Total: 1,440,481 $ (52,579 ) $1,387,902 |
RELATED PARTY LOANS (Tables)
RELATED PARTY LOANS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | The remaining principal balance as of March 31, 2019 is $ 49,775. Lender Principal Interest Net D&D Capital, Inc $ 7,379 $ 686 $ 7,379 S&E Capital, LLC 49,775 16,958 49,775 Notes Related Parties $ 57,154 $ 17,644 $ 57,154 |
NATURE OF ORGANIZATION (Details
NATURE OF ORGANIZATION (Details) | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of business acquired | 55.00% |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
GOING CONCERN [Abstract] | ||
Accumulated deficit | $ 5,581,730 | $ 3,905,831 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 1,756 | $ 183,347 | ||
Accounts receivable | 0 | 0 | ||
Cryptocurrency impairment | 6,189 | |||
Cryptocurrency | 6,189 | |||
Fixed assets acquired | 103,805 | 0 | ||
Write off of fixed assets | 498 | |||
Depreciation expense | 28,465 | $ 0 | ||
Net fixed assets | 1,483,830 | 1,408,490 | ||
Deferred revenue | 255,362 | $ 275,362 | ||
Amount of reduction payment made to customer's deposit | $ 20,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Useful Lives for Property and Equipment) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 39 years | 39 years |
Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Furniture and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful life | 5 years | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Retirement of Property and Equipment) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 1,535,592 | $ 1,431,787 | |
Accumulated Depreciation | 28,465 | 23,297 | |
Depreciation | 23,309 | ||
Net Value | $ 1,483,830 | 1,408,490 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 8,840 | ||
Span of Life (years) | 5 years | 5 years | |
Accumulated Depreciation | $ 543 | ||
Depreciation | $ 436 | ||
Net Value | 7,861 | ||
Computer Equipment [Member] | Assets Acquisitions [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 150 | ||
Span of Life (years) | 5 years | ||
Accumulated Depreciation | |||
Depreciation | 44 | ||
Net Value | $ 106 | ||
Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 184,167 | ||
Span of Life (years) | 5 years | 5 years | |
Accumulated Depreciation | $ 11,676 | ||
Depreciation | $ 9,082 | ||
Net Value | 163,409 | ||
Improvements [Member] | Assets Acquisitions [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 12,222 | ||
Span of Life (years) | 5 years | ||
Accumulated Depreciation | |||
Depreciation | 603 | ||
Net Value | $ 11,619 | ||
Furniture and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 2,399 | ||
Span of Life (years) | 5 years | 5 years | |
Accumulated Depreciation | $ 90 | ||
Depreciation | $ 118 | ||
Net Value | 2,191 | ||
Furniture and office equipment [Member] | Assets Acquisitions [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 483 | ||
Span of Life (years) | 5 years | ||
Accumulated Depreciation | |||
Depreciation | 24 | ||
Net Value | 459 | ||
Pods [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 95,046 | ||
Span of Life (years) | 5 years | ||
Accumulated Depreciation | $ 5,289 | ||
Depreciation | 4,687 | ||
Net Value | 85,070 | ||
Pods [Member] | Assets Acquisitions [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 90,950 | ||
Span of Life (years) | 5 years | ||
Accumulated Depreciation | |||
Depreciation | 4,485 | ||
Net Value | 86,465 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | 102,218 | ||
Accumulated Depreciation | |||
Depreciation | |||
Net Value | $ 102,218 | ||
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 982,682 | ||
Span of Life (years) | 39 years | 39 years | |
Accumulated Depreciation | $ 968 | ||
Depreciation | $ 6,203 | ||
Net Value | $ 975,511 | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | $ 56,435 | ||
Span of Life (years) | 5 years | 5 years | |
Accumulated Depreciation | $ 4,731 | ||
Depreciation | $ 2,783 | ||
Net Value | 48,921 | ||
Total 2019 Q1 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | |||
Total 2019 Q1 [Member] | Assets Acquisitions [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Acquisition Cost | 103,805 | ||
Accumulated Depreciation | |||
Depreciation | 5,156 | ||
Net Value | 98,649 | ||
Sub Total [Member] | Assets Acquisitions [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Net Value | $ 1,385,181 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Fair Value of Financial Instruments) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | $ 2,045,801 | $ 2,296,080 | $ 4,454,993 |
Recurring [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | |||
Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | |||
Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liabilities | $ 2,045,801 | $ 2,296,080 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Derivative Liability Reconciliation) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Beginning Balance | $ 2,296,080 | $ 4,454,993 |
Derivative liability additions associated with convertible debt | 1,988,523 | 5,840,449 |
Derivative liability reductions due to conversions or settlement of underlying debt | (1,287,038) | 560,945 |
Change in fair value | (951,764) | (8,560,307) |
Ending Balance | $ 2,045,801 | $ 2,296,080 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator | ||
Net income (loss) applicable to common shareholders | $ (1,675,899) | $ 3,989,500 |
Denominator | ||
Weighted average common shares outstanding, basic | 124,136,135 | 24,817,133 |
Convertible preferred stock | 803,000,000 | 963,000,000 |
Convertible promissory notes | 25,885,556 | 3,516,203 |
Weighted average common shares outstanding, diluted | 124,136,135 | 991,333,336 |
Net Income per share - Basic | $ (0.01) | $ 0.16 |
Income per shares - Diluted | $ (0.01) | $ 0 |
Unaudited & Filed 2019 [Member] | ||
Numerator | ||
Net income (loss) applicable to common shareholders | $ (1,396,731) | |
Denominator | ||
Weighted average common shares outstanding, basic | 124,136,135 | |
Convertible preferred stock | 803,000,000 | |
Convertible promissory notes | 16,971,487 | |
Weighted average common shares outstanding, diluted | 944,107,622 | |
Net Income per share - Basic | $ (0.01) | |
Income per shares - Diluted | $ (0.01) | |
Adjustment [Member] | ||
Numerator | ||
Net income (loss) applicable to common shareholders | $ (701,545) | |
Denominator | ||
Weighted average common shares outstanding, basic | ||
Convertible preferred stock | ||
Convertible promissory notes | 8,914,069 | |
Weighted average common shares outstanding, diluted | 8,914,069 | |
Net Income per share - Basic | ||
Income per shares - Diluted |
RESTATEMENT (Narrative) (Detail
RESTATEMENT (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 16, 2020 | Mar. 31, 2019 | Mar. 14, 2019 | Dec. 31, 2018 | Aug. 10, 2018 | Jul. 03, 2018 | |
Convertible note face amount | $ 1,440,481 | $ 57,154 | ||||
Additional principal amount | 190,082 | |||||
Accrued interest settlement | 23,787 | |||||
Loss on settlement of debt | 166,295 | |||||
Amount charged to expense | $ 51 | |||||
Percentage acquired | 55.00% | |||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||
Number of preferred stock designated | 1,000,000 | |||||
Conversion of preferred shares to common shares | 1,000 | |||||
Voting rights of each preferred stock equivalent of common stock | 20,000 | |||||
Agra Nutraceuticals Corporation [Member] | Subsequent Event [Member] | ||||||
Percentage acquired | 77.50% | |||||
SBS Eco Trust [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||
Number of shares transferred | $ 803,000 | |||||
SBS Eco Trust [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||
Number of shares transferred | $ 197,000,000 | |||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | ||||||
Convertible note face amount | $ 590,082 | $ 300,000 | $ 100,000 | |||
Amount of default debt charges | 142,884 | |||||
Convertible Notes Payable Two [Member] | Eagle Equities LLC [Member] | ||||||
Convertible note face amount | $ 100,000 | |||||
Amount of default debt charges | $ 47,198 |
RESTATEMENT (Schedule of Adjust
RESTATEMENT (Schedule of Adjustment in Financial Statements) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Convertible notes | |||
Convertible notes | $ 104,689 | $ 291,686 | |
Accrued interest | |||
Settled accrued interest | 23,787 | ||
Accrued interest | 7,963 | 28,595 | |
Interest expense and amortization of debt discount | |||
Interest expense and amortization of debt discount | 1,021,424 | $ 280,784 | |
Derivative liabilities | |||
Derivative Liabilities | 2,045,801 | $ 2,296,080 | |
Change in fair value of derivative | |||
Change in fair value of derivative liability | (314,569) | $ 4,172,029 | |
Adjustment [Member] | |||
Convertible notes | |||
Settled notes | (400,000) | ||
Debt discount of settled notes | 144,657 | ||
New assigned notes | 590,082 | ||
Debt discount of new assigned notes | (522,759) | ||
Convertible notes | (188,020) | ||
Accrued interest | |||
Settled accrued interest | (23,787) | ||
Accrued interest from new assigned notes | 4,937 | ||
Accrued interest | (18,850) | ||
Interest expense and amortization of debt discount | |||
Amortization of settled notes | 144,657 | ||
Amortization of new assigned notes | 67,323 | ||
Interest expense from new assigned notes | 4,937 | ||
Interest expense and amortization of debt discount | 216,917 | ||
Derivative liabilities | |||
Derivative liabilities from settled notes | (1,202,512) | ||
Derivative liabilities from new assigned notes | 1,688,499 | ||
Derivative Liabilities | 485,987 | ||
Change in fair value of derivative | |||
Gain on change in fair value of derivative from settled notes | 1,202,512 | ||
Loss on change in fair value of derivative from new assigned notes | (82,872) | ||
Day 1 loss from new assigned notes | (1,015,545) | ||
Change in fair value of derivative liability | $ 104,095 |
RESTATEMENT (Schedule of Balanc
RESTATEMENT (Schedule of Balance Sheet) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Other current assets | ||
Total assets | 1,485,586 | $ 1,598,026 |
Accrued interest | 7,963 | 28,595 |
Derivative liabilities | 2,045,801 | 2,296,080 |
Convertible notes payable | 104,689 | 291,686 |
Total liabilities | 4,870,745 | 4,467,949 |
Accumulated deficit | (5,581,730) | (3,905,831) |
Total shareholders' deficit | (2,845,875) | $ (2,768,014) |
Unaudited & Filed 2019 [Member] | ||
Other current assets | 51 | |
Total assets | 1,485,637 | |
Accrued interest | 26,813 | |
Derivative liabilities | 1,559,814 | |
Convertible notes payable | 292,709 | |
Total liabilities | 4,591,628 | |
Accumulated deficit | (5,302,562) | |
Total shareholders' deficit | (2,566,707) | |
Adjustment [Member] | ||
Other current assets | (51) | |
Total assets | (51) | |
Accrued interest | (18,850) | |
Derivative liabilities | 485,987 | |
Convertible notes payable | (188,020) | |
Total liabilities | 279,119 | |
Accumulated deficit | (279,168) | |
Total shareholders' deficit | $ (279,168) |
RESTATEMENT (Schedule of Operat
RESTATEMENT (Schedule of Operation) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
General and administrative expense | $ 103,212 | $ 38,301 |
Total operating expense | 131,677 | 38,301 |
Interest expense and amortization of debt discount | (1,021,424) | (280,784) |
Change in fair value of derivative liability | (314,569) | 4,172,029 |
Loss on extinguishment of debt | (198,403) | 137,054 |
Total other expenses | (1,540,585) | 4,027,801 |
NET INCOME (LOSS) | (2,098,274) | $ 3,989,500 |
Unaudited & Filed 2019 [Member] | ||
General and administrative expense | 103,161 | |
Total operating expense | 131,626 | |
Interest expense and amortization of debt discount | (804,507) | |
Change in fair value of derivative liability | (418,664) | |
Loss on extinguishment of debt | (32,108) | |
Total other expenses | (1,261,468) | |
NET INCOME (LOSS) | (1,819,106) | |
Adjustment [Member] | ||
General and administrative expense | 51 | |
Total operating expense | 51 | |
Interest expense and amortization of debt discount | (216,917) | |
Change in fair value of derivative liability | 104,095 | |
Loss on extinguishment of debt | (166,295) | |
Total other expenses | (279,117) | |
NET INCOME (LOSS) | $ (279,168) |
RESTATEMENT (Schedule of Cash F
RESTATEMENT (Schedule of Cash Flow) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (2,098,274) | $ 3,989,500 |
Adjustment to reconcile net income (loss) to net cash provided operating activities: | ||
(Gain) loss on extinguishment of debt | 198,403 | (137,054) |
Amortization of debt discount | 767,697 | 169,158 |
(Gain) loss in fair value of derivative | 314,569 | (4,172,029) |
Write-off of other current asset | 51 | |
Change in operating assets and liabilities: | ||
Accrued interest | 13,893 | 111,626 |
Net cash used in operating activities | (95,805) | $ (38,301) |
Unaudited & Filed 2019 [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | (1,819,106) | |
Adjustment to reconcile net income (loss) to net cash provided operating activities: | ||
(Gain) loss on extinguishment of debt | 32,108 | |
Amortization of debt discount | 555,717 | |
(Gain) loss in fair value of derivative | 418,664 | |
Write-off of other current asset | ||
Change in operating assets and liabilities: | ||
Accrued interest | 8,956 | |
Net cash used in operating activities | (95,805) | |
Adjustment [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | (279,168) | |
Adjustment to reconcile net income (loss) to net cash provided operating activities: | ||
(Gain) loss on extinguishment of debt | 166,295 | |
Amortization of debt discount | 211,980 | |
(Gain) loss in fair value of derivative | (104,095) | |
Write-off of other current asset | 51 | |
Change in operating assets and liabilities: | ||
Accrued interest | 4,937 | |
Net cash used in operating activities |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) - USD ($) | Mar. 14, 2019 | Jan. 03, 2019 | Dec. 10, 2018 | Sep. 11, 2018 | Aug. 10, 2018 | Jul. 03, 2018 | Dec. 20, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | May 30, 2017 | Dec. 31, 2018 | Jan. 16, 2020 | Jun. 30, 2019 | May 31, 2019 | Feb. 02, 2019 | Jan. 23, 2019 | Jan. 22, 2019 | Jan. 16, 2019 |
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 1,440,481 | $ 57,154 | ||||||||||||||||
Convertible notes payable | 104,689 | 291,686 | ||||||||||||||||
Derivative liability | 2,045,801 | 2,296,080 | ||||||||||||||||
Accrued interest | 7,963 | 28,595 | ||||||||||||||||
Debt Principal amount | 442,884 | |||||||||||||||||
Accrued interest | 3,702 | |||||||||||||||||
Unamortized debt discount | 539,393 | 418,314 | ||||||||||||||||
Proceeds from company received aggregate amount | 78,000 | |||||||||||||||||
Auto loans, current | 8,239 | 9,933 | ||||||||||||||||
Auto loans, non-current | 36,017 | 36,017 | ||||||||||||||||
Back Nine Capital LLC [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible debt | $ 147,628 | |||||||||||||||||
Convertible notes payable | 147,628 | 13,660 | ||||||||||||||||
Accrued interest | 160 | |||||||||||||||||
Unamortized debt discount | ||||||||||||||||||
Purchase of potentially dilutive convertible note from Eagle Equities, LLC | 300,000 | |||||||||||||||||
Default charges on purchase of potentially dilutive convertible note | 142,884 | |||||||||||||||||
Gary Berly [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible notes payable | 13,660 | |||||||||||||||||
Accrued interest | 160 | |||||||||||||||||
Unamortized debt discount | ||||||||||||||||||
One Investment Capital Inc [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible debt | 147,628 | |||||||||||||||||
Convertible notes payable | 147,628 | 13,660 | ||||||||||||||||
Accrued interest | 160 | |||||||||||||||||
Unamortized debt discount | ||||||||||||||||||
Purchase of potentially dilutive convertible note from Eagle Equities, LLC | 300,000 | |||||||||||||||||
Default charges on purchase of potentially dilutive convertible note | 142,884 | |||||||||||||||||
Sign N Drive Auto Mall Inc [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Proceeds from convertible debt | 147,628 | |||||||||||||||||
Convertible notes payable | 147,628 | 9,495 | ||||||||||||||||
Accrued interest | 160 | |||||||||||||||||
Unamortized debt discount | 4,165 | |||||||||||||||||
Purchase of potentially dilutive convertible note from Eagle Equities, LLC | 300,000 | |||||||||||||||||
Default charges on purchase of potentially dilutive convertible note | 142,884 | |||||||||||||||||
Marsan Properties [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | 520,000 | |||||||||||||||||
Atlas Advanced Funding [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | 80,245 | |||||||||||||||||
Grand Capital [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | 56,391 | |||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible notes payable | 291,686 | |||||||||||||||||
Debt Principal amount | 710,000 | |||||||||||||||||
Unamortized debt discount | $ 418,314 | |||||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | 590,082 | $ 300,000 | $ 100,000 | |||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | ||||||||||||||||
Maturity date | Aug. 10, 2019 | Jul. 3, 2019 | ||||||||||||||||
Proceeds from convertible debt | $ 285,000 | $ 96,500 | ||||||||||||||||
Conversion feature | $ 421,203 | |||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 132 days | |||||||||||||||||
Risk Free interest rate | 2.44% | |||||||||||||||||
Annualized volatility | 349.00% | |||||||||||||||||
Convertible notes payable | 142,884 | $ 32,108 | ||||||||||||||||
Accrued interest | $ 7,600 | |||||||||||||||||
Debt Principal amount | $ 147,198 | |||||||||||||||||
Accrued interest | $ 1,234 | |||||||||||||||||
Percentage of conversion formula | 60.00% | |||||||||||||||||
Percentage discount of conversion price | 10.00% | |||||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | Maximum [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Percentage of conversion formula | 60.00% | |||||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | Minimum [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Percentage of conversion formula | 50.00% | |||||||||||||||||
Convertible Notes Payable [Member] | M Svorai Investment, Inc [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Shares issued | 5,162,242 | |||||||||||||||||
Debt Principal amount | $ 0 | $ 100,000 | $ 132,108 | |||||||||||||||
Accrued interest | $ 0 | 9,104 | $ 7,892 | |||||||||||||||
Conversion price | $ 0.02712 | |||||||||||||||||
Convertible Notes Payable [Member] | Back Nine Capital LLC [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 132 days | |||||||||||||||||
Risk Free interest rate | 2.44% | |||||||||||||||||
Annualized volatility | 349.00% | |||||||||||||||||
Debt Principal amount | $ 147,628 | |||||||||||||||||
Accrued interest | $ 1,234 | |||||||||||||||||
Convertible Notes Payable [Member] | One Investment Capital Inc [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 132 days | |||||||||||||||||
Risk Free interest rate | 2.44% | |||||||||||||||||
Annualized volatility | 349.00% | |||||||||||||||||
Debt Principal amount | $ 147,628 | |||||||||||||||||
Accrued interest | 1,234 | |||||||||||||||||
Convertible Notes Payable [Member] | Sign N Drive Auto Mall Inc [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Conversion feature | $ 422,432 | |||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 132 days | |||||||||||||||||
Risk Free interest rate | 2.44% | |||||||||||||||||
Annualized volatility | 349.00% | |||||||||||||||||
Debt Principal amount | $ 147,628 | |||||||||||||||||
Accrued interest | 1,234 | |||||||||||||||||
Convertible Notes Payable [Member] | Power Up Lending Group, LTD[2] [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 38,000 | 50,858 | ||||||||||||||||
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 | $ 7,491 | |||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 0 days | |||||||||||||||||
Risk Free interest rate | 0.00% | |||||||||||||||||
Annualized volatility | 0.00% | |||||||||||||||||
Convertible notes payable | $ 0 | 2,387 | ||||||||||||||||
Percentage of conversion formula | 60.00% | |||||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 100,000 | |||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||
Maturity date | Aug. 10, 2019 | |||||||||||||||||
Proceeds from convertible debt | $ 95,000 | |||||||||||||||||
Debt Principal amount | 100,000 | 100,000 | ||||||||||||||||
Accrued interest | 5,384 | 3,784 | ||||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | Gary Berlly [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible notes payable | 47,198 | |||||||||||||||||
Accrued interest and penalties | $ 47,198 | |||||||||||||||||
Convertible Notes Payable [Member] | Firstfire Global Opportunities Funds, LLC [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 210,000 | $ 210,000 | ||||||||||||||||
Debt instrument, interest rate | 5.00% | |||||||||||||||||
Maturity date | Jul. 11, 2018 | |||||||||||||||||
Proceeds from convertible debt | $ 195,000 | |||||||||||||||||
Percentage of conversion formula | 65.00% | |||||||||||||||||
Face value | $ 10,000 | |||||||||||||||||
Convertible Notes Payable [Member] | Back Nine Capital LLC [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 52,500 | |||||||||||||||||
Debt instrument, interest rate | 25.00% | |||||||||||||||||
Shares issued | 3,000,000 | |||||||||||||||||
Debt Principal amount | 13,500 | $ 39,000 | ||||||||||||||||
Accrued interest | 159 | |||||||||||||||||
Conversion price | $ 0.0130 | |||||||||||||||||
Convertible Notes Payable [Member] | Back Nine Capital LLC [Member] | Subsequent Event [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Conversion price | $ 0.018915 | |||||||||||||||||
Convertible Notes Payable [Member] | Gary Berly [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 52,500 | |||||||||||||||||
Debt instrument, interest rate | 25.00% | |||||||||||||||||
Conversion feature | $ 33,388 | |||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 95 days | |||||||||||||||||
Risk Free interest rate | 2.40% | |||||||||||||||||
Annualized volatility | 333.00% | |||||||||||||||||
Shares issued | 3,000,000 | |||||||||||||||||
Debt Principal amount | $ 13,500 | $ 39,000 | ||||||||||||||||
Accrued interest | 159 | |||||||||||||||||
Conversion price | $ 0.0130 | |||||||||||||||||
Convertible Notes Payable [Member] | One Investment Capital Inc [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 52,500 | |||||||||||||||||
Debt instrument, interest rate | 25.00% | |||||||||||||||||
Conversion feature | $ 33,388 | |||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 95 days | |||||||||||||||||
Risk Free interest rate | 2.40% | |||||||||||||||||
Annualized volatility | 333.00% | |||||||||||||||||
Shares issued | 3,000,000 | |||||||||||||||||
Debt Principal amount | $ 13,500 | $ 39,000 | ||||||||||||||||
Accrued interest | 159 | |||||||||||||||||
Conversion price | $ 0.0130 | |||||||||||||||||
Convertible Notes Payable [Member] | Sign N Drive Auto Mall Inc [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 52,500 | |||||||||||||||||
Debt instrument, interest rate | 25.00% | |||||||||||||||||
Conversion feature | $ 33,388 | |||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 95 days | |||||||||||||||||
Risk Free interest rate | 2.40% | |||||||||||||||||
Annualized volatility | 333.00% | |||||||||||||||||
Shares issued | 3,000,000 | |||||||||||||||||
Debt Principal amount | $ 13,500 | $ 39,000 | ||||||||||||||||
Accrued interest | 159 | |||||||||||||||||
Conversion price | $ 0.0130 | |||||||||||||||||
Convertible Notes Payable [Member] | Black Scholes [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Conversion feature | $ 33,388 | |||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||
Maturity term | 95 days | |||||||||||||||||
Risk Free interest rate | 2.40% | |||||||||||||||||
Annualized volatility | 333.00% | |||||||||||||||||
Loans Payable [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||
Maturity date for each tranche funded | 12 months | |||||||||||||||||
Debt Principal amount | $ 52,579 | 52,579 | ||||||||||||||||
Unamortized debt discount | 180,085 | 180,085 | ||||||||||||||||
Proceeds from company received aggregate amount | $ 40,500 | $ 0 | ||||||||||||||||
Loans Payable [Member] | Vehicles [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Maturity date for each tranche funded | 72 months | |||||||||||||||||
Loans Payable [Member] | Marsan Properties [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Loans payable | $ 520,000 | $ 617,400 | ||||||||||||||||
Loans Payable [Member] | Ultegra Partner [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Loans payable | $ 11,583 | |||||||||||||||||
Maturity date | Jan. 6, 2020 | |||||||||||||||||
Proceeds from loans payable | $ 339,500 | |||||||||||||||||
Loans Payable [Member] | Atlas Advanced Funding [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Loans payable | $ 1,216 | |||||||||||||||||
Maturity date | Apr. 23, 2019 | |||||||||||||||||
Proceeds from loans payable | $ 67,450 | |||||||||||||||||
Repayments of loans payable | $ 25,000 | |||||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Interest rate | 7.29% | |||||||||||||||||
Auto loans, current | $ 8,239 | |||||||||||||||||
Auto loans, non-current | 36,017 | |||||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2020 [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Auto loans | 9,887 | |||||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2021 [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Auto loans | 9,887 | |||||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2022 [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Auto loans | 9,887 | |||||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2023 [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Auto loans | $ 6,356 | |||||||||||||||||
Loans Payable [Member] | Grand Capital [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible note face amount | $ 55,175 | |||||||||||||||||
Loans payable | $ 922 | |||||||||||||||||
Maturity date | Jun. 11, 2019 | |||||||||||||||||
Loans Payable [Member] | Grand Capital [Member] | Subsequent Event [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Loans payable | $ 2,000 | $ 1,000 |
NOTES PAYABLE (Schedule of Conv
NOTES PAYABLE (Schedule of Convertible Debt Payable balances) (Details) | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 442,884 |
Interest | 3,702 |
Back Nine Capital LLC (Eagle 2) [Member] | |
Debt Instrument [Line Items] | |
Principal | 147,628 |
Interest | 1,234 |
One Investment Capital Inc (Eagle 2) [Member] | |
Debt Instrument [Line Items] | |
Principal | 147,628 |
Interest | 1,234 |
Sign N Drive Auto Mall Inc (Eagle 2) [Member] | |
Debt Instrument [Line Items] | |
Principal | 147,628 |
Interest | $ 1,234 |
NOTES PAYABLE (Convertible Note
NOTES PAYABLE (Convertible Notes Payable Summary) (Details) - USD ($) | Mar. 31, 2019 | Mar. 14, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | |||
Principal | $ 644,082 | ||
Interest | 7,963 | $ 28,595 | |
Unamortized Debt Discount | (539,393) | (418,314) | |
Net | 104,689 | $ 291,686 | |
Power Up Lending LTD [Member] | |||
Short-term Debt [Line Items] | |||
Principal | |||
Interest | 2,387 | ||
Unamortized Debt Discount | |||
Net | 2,387 | ||
Back Nine Capital LLC [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 160 | ||
Unamortized Debt Discount | |||
Net | 13,660 | $ 147,628 | |
Gary Berly [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 160 | ||
Unamortized Debt Discount | |||
Net | 13,660 | ||
One Investment Capital Inc [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 160 | ||
Unamortized Debt Discount | |||
Net | 13,660 | 147,628 | |
Sign N Drive Auto Mall Inc [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 160 | ||
Unamortized Debt Discount | (4,165) | ||
Net | 9,495 | $ 147,628 | |
Back Nine Capital LLC (Eagle 2) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,628 | ||
Interest | 1,234 | ||
Unamortized Debt Discount | (134,924) | ||
Net | 13,938 | ||
Gary Berlly (Eagle 3) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,198 | ||
Interest | 1,234 | ||
Unamortized Debt Discount | (134,569) | ||
Net | 13,863 | ||
One Investment Capital Inc (Eagle 2) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,628 | ||
Interest | 1,234 | ||
Unamortized Debt Discount | (134,950) | ||
Net | 13,912 | ||
Sign N Drive Auto Mall Inc (Eagle 2) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,628 | ||
Interest | 1,234 | ||
Unamortized Debt Discount | (130,785) | ||
Net | $ 18,077 |
NOTES PAYABLE (Schedule of Loan
NOTES PAYABLE (Schedule of Loans Payable) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | ||
Loan amount | $ 1,440,481 | $ 57,154 |
Debt discount and origin fees | (52,579) | (180,085) |
Net balance | 1,387,902 | $ 1,010,714 |
Ultegra Financial Partner [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 648,945 | |
Net of proceeds | 339,500 | |
Debt discount and origin fees | ||
Interest rate | 84.98% | |
Terms of payment | Sale of Assets | |
Net balance | $ 648,945 | |
Atlas Advanced Funding [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 80,245 | |
Net of proceeds | 67,450 | |
Debt discount and origin fees | $ (30,055) | |
Interest rate | 332.38% | |
Terms of payment | Settled | |
Net balance | $ 50,190 | |
707 Flats Rd. [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 134,900 | |
Net of proceeds | ||
Debt discount and origin fees | ||
Interest rate | ||
Terms of payment | December 2019 | |
Net balance | $ 134,900 | |
Marsan Properties [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 520,000 | |
Net of proceeds | ||
Debt discount and origin fees | ||
Interest rate | 5.00% | |
Terms of payment | December 2019 | |
Net balance | $ 520,000 | |
Grand Capital [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 56,391 | |
Net of proceeds | 40,500 | |
Debt discount and origin fees | $ (22,524) | |
Interest rate | 429.00% | |
Terms of payment | Monthly | |
Net balance | $ 33,867 |
RELATED PARTY LOANS (Narrative)
RELATED PARTY LOANS (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 15, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||||
Accrued interest | $ 7,963 | $ 28,595 | ||
Common Share issued | 226,965,896 | 59,803,654 | ||
Conversion amount | $ 182,454 | |||
Remaining principal balances | 49,775 | |||
Unamortized discounts on convertible notes related party | 0 | $ 12,126 | ||
Convertible notes - related party | 57,154 | 45,028 | ||
Proceeds from related party loans | 109,232 | $ 38,301 | ||
Repayment of related parties loans | 83,386 | |||
Debt Instrument principal | 1,440,481 | 57,154 | ||
Accrued interest - related party | 17,644 | 14,798 | ||
Other Related Party Loans [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument principal | 416,024 | 360,528 | ||
D&D Capital Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued interest | 686 | |||
Conversion amount | 33,335 | |||
Remaining principal balances | 7,379 | |||
Accrued interest - related party | 686 | 541 | ||
Kodiak Capital Group, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued interest | $ 2,630 | |||
Note payable interest rate | 22.00% | |||
Penalty Non-delivery of conversion for shares per day | $ 2,000 | |||
Purchase from related party | $ 142,633 | |||
Gain recognized for related party | $ 137,054 | |||
S&E Capital Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued interest | $ 16,958 | $ 11,497 | ||
Common Share issued | 2,450,000 | |||
Conversion price | $ 0.04134 | |||
Conversion amount | $ 101,283 |
RELATED PARTY LOANS (Schedule o
RELATED PARTY LOANS (Schedule of Loans) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Principal | $ 644,082 | |
Interest | 7,963 | $ 28,595 |
Net | 104,689 | 291,686 |
D&D Capital Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Principal | 7,379 | |
Interest | 686 | |
Net | 7,379 | |
S&E Capital Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Principal | 49,775 | |
Interest | 16,958 | $ 11,497 |
Net | 49,775 | |
Convertible Notes Payable Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Principal | 57,154 | |
Interest | 17,644 | |
Net | $ 57,154 |
EQUITY (Details)
EQUITY (Details) - USD ($) | Mar. 15, 2019 | Feb. 04, 2019 | Feb. 02, 2019 | Mar. 22, 2019 | Jan. 28, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Preferred stock issued | 0 | 0 | ||||||
Common Share issued | 226,965,896 | 59,803,654 | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||
Accrued interest | $ 3,702 | |||||||
Conversion amount | $ 182,454 | |||||||
Eliminated derivative liabilities | $ 1,287,038 | |||||||
Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock converted | 40,000 | 50,000 | 60,000 | |||||
Preferred stock issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Common Share issued | 40,000,000 | 50,000,000 | 60,000,000 | |||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Gary Berlly [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Share issued | 3,000,000 | |||||||
Conversion price | $ 0.0130 | |||||||
Conversion amount | $ 39,000 | |||||||
Back Nine Capital LLC [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Share issued | 3,000,000 | |||||||
Conversion price | $ 0.0130 | |||||||
Conversion amount | $ 39,000 | |||||||
One Investment Capital Inc [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Share issued | 3,000,000 | |||||||
Conversion price | $ 0.0130 | |||||||
Conversion amount | $ 39,000 | |||||||
Sing N Drive Auto Mall, Inc [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Share issued | 3,000,000 | |||||||
Conversion price | $ 0.0130 | |||||||
Conversion amount | $ 39,000 | |||||||
M Svorai Investments, Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Share issued | 5,162,242 | |||||||
Accrued interest | $ 7,892 | |||||||
Conversion price | $ 0.02712 | |||||||
Conversion amount | $ 132,108 |
SUBSEQUENT EVENTS AFTER MARCH_2
SUBSEQUENT EVENTS AFTER MARCH 31, 2019 (Details) - USD ($) | Jan. 16, 2020 | Jul. 08, 2019 | Jun. 11, 2019 | May 08, 2019 | May 02, 2019 | Jan. 16, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 22, 2019 |
Subsequent Event [Line Items] | |||||||||
Weekly payments | $ 2,000 | $ 1,000 | |||||||
Percentage acquired | 55.00% | ||||||||
Atlas Funding v Northway [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Accrued liability | $ 55,000 | ||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of preferred stock designated | 1,000,000 | ||||||||
Conversion of preferred shares to common shares | 1,000 | 1,000 | |||||||
Voting rights of each preferred stock equivalent of common stock | 20,000 | ||||||||
Subsequent Event [Member] | Agra Nutraceuticals Corporation [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Percentage acquired | 77.50% | 77.50% | |||||||
Subsequent Event [Member] | SBS Eco Trust [Member] | Series A Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares transferred | $ 803,000 | ||||||||
Subsequent Event [Member] | SBS Eco Trust [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares transferred | $ 197,000,000 | ||||||||
Subsequent Event [Member] | Atlas Funding v Northway [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Settlement amount | $ 25,000 | ||||||||
Subsequent Event [Member] | Grand Capital [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Settlement amount paid | $ 55,175 | ||||||||
Claim amount | $ 75,225 | ||||||||
Installment One [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Weekly payments | 500 | 500 | |||||||
Installment Two [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Weekly payments | 500 | $ 500 | |||||||
Installment Three [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Weekly payments | 500 | ||||||||
Installment Four [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Weekly payments | $ 500 | ||||||||
Convertible Notes Payable [Member] | Back Nine Capital LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible notes payable conversion price | $ 0.0130 | ||||||||
Convertible Notes Payable [Member] | Back Nine Capital LLC [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt amount converted | $ 15,744 | ||||||||
Convertible notes payable shares issued | 832,351 | ||||||||
Convertible notes payable conversion price | $ 0.018915 | $ 0.018915 | |||||||
Convertible Notes Payable [Member] | D&D Capital Inc [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt amount converted | $ 125,712 | ||||||||
Convertible notes payable shares issued | 9,600,000 | ||||||||
Convertible notes payable conversion price | $ 0.013095 | 0.013095 | |||||||
Convertible Notes Payable [Member] | Gary Berlly (Eagle 3) [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt amount converted | $ 15,744 | ||||||||
Convertible notes payable shares issued | 832,351 | ||||||||
Convertible notes payable conversion price | $ 0.018915 | 0.018915 | |||||||
Convertible Notes Payable [Member] | Sign N Drive Auto Mall Inc (Eagle 2) [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt amount converted | $ 15,744 | ||||||||
Convertible notes payable shares issued | 832,351 | ||||||||
Convertible notes payable conversion price | $ 0.018915 | $ 0.018915 |