Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | EPHS HOLDINGS, INC. | ||
Entity Central Index Key | 0001731911 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 86,063,838 | ||
Entity Common Stock, Shares Outstanding | 133,600,892 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 528,246 | $ 4,195 |
Sales tax receivable | 4,763 | 4,066 |
Prepaid expenses and other current assets | 5,404 | |
Total current assets | 538,413 | 8,261 |
Property and equipment | 153,142 | 28,917 |
Security deposit | 6,335 | 6,866 |
Total assets | 697,890 | 44,044 |
Current liabilities | ||
Accounts payable | 95,365 | 6,114 |
Other payable | 8,612 | |
Due to related party - note payable | 4,136 | 794,317 |
Total liabilities | 108,113 | 800,431 |
Stockholders' deficit | ||
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 63,299,592 and 20,000,000 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 63,300 | 20,000 |
Additional paid in capital | 1,839,253 | (19,920) |
Accumulated deficit | (1,269,027) | (735,552) |
Accumulated other comprehensive loss | (43,749) | (20,915) |
Total stockholders' deficit | 589,777 | (756,387) |
Total liabilities and stockholders' deficit | $ 697,890 | $ 44,044 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,400,000,000 | 2,400,000,000 |
Common stock, shares issued | 63,299,592 | 20,000,000 |
Common stock, shares outstanding | 63,299,592 | 20,000,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Total revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses | 533,475 | 188,702 |
Gain (Loss) from Operations | (533,475) | (188,702) |
Other income (expense) | ||
Federal income tax expense | ||
Net income (loss) | (533,475) | (188,702) |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (22,834) | (22,329) |
Total comprehensive loss | $ (556,309) | $ (211,031) |
Weighted average shares - basic and diluted | 107,654,812 | 44,844,043 |
Loss per share - basic and diluted | $ 0 | $ 0 |
Statement Of Stockholders' Equi
Statement Of Stockholders' Equity Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Gain (Loss) | Total |
Balances at beginning at Dec. 31, 2016 | $ 20,000 | $ (19,920) | $ (546,850) | $ 1,414 | $ (545,356) |
Balances at beginning (in shares) at Dec. 31, 2016 | 20,000,000 | ||||
Foreign currency translation | (22,329) | (22,329) | |||
Net Income | (188,702) | (188,702) | |||
Balances at ending at Dec. 31, 2017 | $ 20,000 | (19,920) | (735,552) | (20,915) | (756,387) |
Balances at ending (in shares) at Dec. 31, 2017 | 20,000,000 | ||||
Recap of EPHS Holdings, Inc. | $ 113,601 | 10,898 | 124,499 | ||
Recap of EPHS Holdings, Inc. (in shares) | 113,600,892 | ||||
Debt forgiveness by shareholders | 812,113 | 812,113 | |||
Issuance of common stock for consulting services | $ 25 | 6,225 | 6,250 | ||
Issuance of common stock for consulting services (in shares) | 25,000 | ||||
Issuance of common stock for settlement of bills | $ 25 | 9,975 | $ 10,000 | ||
Issuance of common stock for settlement of bills (in shares) | 25,000 | 20,000,000 | |||
Issuance of common stock | $ 4,649 | (4,649) | |||
Issuance of common stock (in shares) | 4,648,700 | ||||
Cancellation of common stock | $ (75,000) | 75,000 | |||
Cancellation of common stock (in shares) | (75,000,000) | ||||
Capital contribution | 949,611 | 949,611 | |||
Foreign currency translation | (22,834) | (22,834) | |||
Net Income | (533,475) | (533,475) | |||
Balances at ending at Dec. 31, 2018 | $ 63,300 | $ 1,839,253 | $ (1,269,027) | $ (43,749) | $ 589,777 |
Balances at ending (in shares) at Dec. 31, 2018 | 63,299,592 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (533,475) | $ (188,702) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Issuance of common stock for consulting services | 6,250 | |
Depreciation expense | 46,057 | 42,076 |
Changes in operating assets and liabilities: | ||
Sales tax receivable | (1,065) | 468 |
Accounts payable | 80,410 | 214 |
Other payable | 8,612 | |
Prepaid expenses | (404) | 2,380 |
CASH USED IN OPERATING ACTIVITIES | (393,615) | (143,564) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (179,093) | |
Acquisition of EPHS Holdings, Inc. | 123,075 | |
CASH USED IN INVESTING ACTIVITIES | (56,018) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in loan payable to shareholders | 16,698 | 132,354 |
Capital contribution | 949,611 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 966,309 | 132,354 |
Effect of translation changes on cash | 7,375 | 13,069 |
Change in cash and cash equivalents | 524,051 | 1,859 |
Cash, beginning of the year | 4,195 | 2,336 |
Cash, end of the year | 528,246 | 4,195 |
NON-CASH DISCLOSURES | ||
Interest expense paid | ||
Income taxes paid |
Organization and Business Descr
Organization and Business Description | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Description | NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION EPHS Holdings, Inc. (the "Company") was incorporated in the State of Nevada on January 28, 1999. The Company's original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land based ores. The Company was originally known as Quantum Induction Technology, Inc. On November 30, 2011 the Company changed its name to Quantumbit, Inc. and continued to operate under this name until September 25, 2013 when the Company's name was changed to Sertant, Inc . In February 2017, one of the Company's shareholder sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company's shareholders. In July 2017, the court appointed an exclusive receiver over the Company. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder. In January 2018, the Company's name was changed to EPHS Holdings, Inc. On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, 75,000,000 shares of the Company's common stock for $110,000 which represented approximately 62% of the Company's issued and outstanding shares of common stock. On February 27, 2018, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. ("Emerald"), all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger (the "Merger"). Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Emerald becoming a wholly owned subsidiary of the Company. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Merger. Under generally accepted accounting principles in the United States ("US GAAP"), because the combined entity will ’ On November 6, 2018, the Company executed a Share Exchange Agreement with MVC (the “MVC Transaction”) and its shareholders (the “MVC Shareholders”) whereby MVC Shareholders agreed to exchange all of their respective shares in MVC in consideration for 8,100,000 shares of EPHS common stock, with a par value of $0.001 per share (the “MVC Transaction”). In furtherance of the MVC Transaction, on January 4, 2019, the Company completed the purchase of lands located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. On January 11, 2019, the Company and MVC completed the MVC Transaction. The Company's fiscal year end is December 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with US GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC. A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. Term deposits that the Company cannot use for current transactions because they are pledged as security are excluded from cash and cash equivalents. Property and Equipment Property and equipment is stated at cost. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Foreign Exchange Translation The functional currency of the subsidiary is the Canadian Dollar ("CAD"). For financial statement purposes, the reporting currency is the United States Dollar ("USD"). For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit). Impairment of Long-lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, " Property, Plant and Equipment Income Taxes The Company accounts for income taxes in accordance with ASC 740, " Income Taxes The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes Sales Tax Receivable The Company is charged approximately 15% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) and Provincial (Quebec). The Company is reimbursed for all sales taxes paid to suppliers. The Company does not charge sales taxes on supplies as it has no revenues. Net Loss Per Share, Basic and Diluted Basic loss per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of December 31, 2018. Related Party Transactions The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition. Subsequent Event The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system. Stock-Based Compensation Share-based awards granted to non-employees are accounted for in accordance with ASC 505-50 Equity-Based Payments Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, and accounts payable approximate their fair values at December 31, 2018 and 2017, respectively, principally due to the short-term nature of the above listed items. Recent Accounting Pronouncements The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Initial Adoption In February 2016, the FASB issued new lease accounting guidance ASU No. 2016-02, “Leases ” “ ” “ ” “ ” ’ ’ ASC 842 was previously required to be adopted using the modified retrospective approach. However, in July 2018, the FASB Management expects that most of its operating leases (primarily office space) will be recognized as operating lease liabilities In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. However, the Company has no revenues. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT As of December 31, Classification 2018 2017 Furniture $ 170,341 $ 9,899 Leasehold improvements 203,387 210,636 Total cost of property and equipment 373,728 220,535 Accumulated depreciation (220,586 ) (191,618 ) Property and equipment, net $ 153,142 $ 28,917 The Company had Property and Equipment acquisitions of $179,093 for the years ended December 31, 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – Amounts due to related parties as of December 31, 2018 and 2017: As of December 31, 2018 2017 Paolo Gervasi Shareholder and employee of the Company $ 2,068 $ 397,158 Calogero Caruso Shareholder and employee of the Company 2,068 397,159 $ 4,136 $ 794,317 On February 27, 2018, all loans by Paolo Gervasi and Calogero Caruso were forgiven in exchange for shares of the Company, pursuant to the terms and conditions of the Share Exchange Agreement. During the year ended December 31, 2018, Paolo Gervasi and Calogero Caruso further loaned the Company $2,068 and $2,068, respectively, for working capital purposes. These note payable were unsecured, non-interest bearing and due on demand. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6 – Operating Leases On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet located in Montreal, Quebec, Canada. The Company renewed the rental agreement on December 1, 2018 with a base gross rent of approximately $6.1 per square foot and security deposit of $6,335. The Company will owe monthly rental payments of approximately $4,504 until the rental agreement terminates on November 30, 2021. The future aggregate minimum lease payments under the operating lease are as follows: Years ending December 31, Amount 2019 $ 54,048 2020 54,048 2021 49,544 2022 and thereafter — $ 157,640 Legal Proceedings The Company is contemplating filing a lawsuit against its two of its shareholders for breach of contract to ’ ’ |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | NOTE 7 - CAPITAL STOCK On February 27, 2018, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald, all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger, or the Merger. On February 27, 2018, pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1 into an aggregate of 20,000,000 shares of the Company's common stock. On April 5, 2018 the Company issued 25,000 shares for services pursuant to a Consulting Agreement. On September 6, 2018, the Company cancelled 75,000,000 outstanding shares. On November 28, 2018, the Company issued 4,673,700 shares of common stock for cash. As of December 31, 2018, the Company had 63,299,592 shares of common stock outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES The Company uses the income taxes payable method of accounting for income taxes and is subject to Canadian income tax rules and regulation. Under this method, the Company reports as an expense or as income of the period only the cost or benefit of current income taxes determined in accordance with the rules established by taxation authorities. The income (loss) before income tax and provision for income taxes for the years ended December 31, 2018 and 2017 consisted of the following: Income (loss) before income tax 2018 2017 U.S. 21% $ (409,354 ) $ — Canada 15% (167,905 ) (188,702 ) $ (577,259 ) $ ( 188,702 ) A reconciliation between the effective income tax rate and the Canada statutory income tax rate for 2018 is as follows: Provision for income tax 2018 U.S statutory federal tax rate $ (85,964 ) 21.00 % Canada statutory tax rate (25,186 ) 15.00 % Non-deductible expenses- US 702 (0.17 %) Change in Valuation allowance -US 85,262 (20.83 %) Change in Valuation allowance - Canada 25,186 (15.00 ) Total $ — — The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: Provision for income tax 2018 2017 US Current $ — $ — Deferred — — Canada Current — — Deferred — — Total $ — $ — The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets US -Net operating losses carry forwards $ 929,099 $ 1,325,043 Canada- Net operating losses carry forwards 169,156 24,983 Valuation allowance - US (929,099 ) (1,323,043 ) Valuation allowance - Canada (169,156 ) (24,983 ) Net deferred tax assets $ — $ — The following are the net operating loss carry-over for both U.S. and Canada: U.S. Amount 2017 $ 4,011,584 2018 412,698 $ 4,424,282 Canada Amount 2018 $ 279,863 2017 216,022 2016 212,276 2015 203,041 2014 179,541 2013 36,967 $ 1,127,710 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 9 - SUBSEQUENT EVENT On September 27, 2018, the Company entered into a binding Letter of Intent (the "LOI") with Merritt Valley Cannabis Corp. ("MVC"), a Canadian corporation engaged in providing low cost energy, project plans, intellectual property and proprietary business plans for the cannabis industry. The LOI contemplated that the Company would purchase all of the issued and outstanding shares of MVC in consideration for new issuance of 8,100,000 shares of the Company's common stock. On November 6, 2018, the Company executed a Share Exchange Agreement with MVC and its shareholders (the “ ” “ ” On February 7, 2019, the Company, in connection with the MVC Transaction, completed the purchase of lands that are located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. Term deposits that the Company cannot use for current transactions because they are pledged as security are excluded from cash and cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. |
Foreign Exchange Translation | Foreign Exchange Translation The functional currency of the subsidiary is the Canadian Dollar ("CAD"). For financial statement purposes, the reporting currency is the United States Dollar ("USD"). For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit). |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, " Property, Plant and Equipment |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, " Income Taxes The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes |
Sales Tax Receivable | Sales Tax Receivable The Company is charged approximately 15% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) and Provincial (Quebec). The Company is reimbursed for all sales taxes paid to suppliers. The Company does not charge sales taxes on supplies as it has no revenues. |
Net Loss Per Share, Basic and Diluted | Net Loss Per Share, Basic and Diluted Basic loss per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of December 31, 2018. |
Related Party Transactions | Related Party Transactions The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition. |
Subsequent Event | Subsequent Event The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system. |
Stock-Based Compensation | Stock-Based Compensation Share-based awards granted to non-employees are accounted for in accordance with ASC 505-50 Equity-Based Payments |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, and accounts payable approximate their fair values at December 31, 2018 and 2017, respectively, principally due to the short-term nature of the above listed items. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Initial Adoption In February 2016, the FASB issued new lease accounting guidance ASU No. 2016-02, “Leases ” “ ” “ ” “ ” ’ ’ ASC 842 was previously required to be adopted using the modified retrospective approach. However, in July 2018, the FASB Management expects that most of its operating leases (primarily office space) will be recognized as operating lease liabilities In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | As of December 31, Classification 2018 2017 Furniture $ 170,341 $ 9,899 Leasehold improvements 203,387 210,636 Total cost of property and equipment 373,728 220,535 Accumulated depreciation (220,586 ) (191,618 ) Property and equipment, net $ 153,142 $ 28,917 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | Amounts due to related parties as of December 31, 2018 and 2017: As of December 31, 2018 2017 Paolo Gervasi Shareholder and employee of the Company $ 2,068 $ 397,158 Calogero Caruso Shareholder and employee of the Company 2,068 397,159 $ 4,136 $ 794,317 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future lease payments | The future aggregate minimum lease payments under the operating lease are as follows: Years ending December 31, Amount 2019 $ 54,048 2020 54,048 2021 49,544 2022 and thereafter — $ 157,640 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (loss) before income tax | The income (loss) before income tax and provision for income taxes for the years ended December 31, 2018 and 2017 consisted of the following: Income (loss) before income tax 2018 2017 U.S. 21% $ (409,354 ) $ — Canada 15% (167,905 ) (188,702 ) $ (577,259 ) $ (188,702 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the effective income tax rate and the Canada statutory income tax rate for 2018 is as follows: Provision for income tax 2018 U.S statutory federal tax rate $ (85,964 ) 21.00 % Canada statutory tax rate (25,186 ) 15.00 % Non-deductible expenses- US 702 (0.17 %) Change in Valuation allowance -US 85,262 (20.83 %) Change in Valuation allowance - Canada 25,186 (15.00 ) Total $ — — |
Schedule of Components of net deferred tax assets | The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets US -Net operating losses carry forwards $ 929,099 $ 1,325,043 Canada- Net operating losses carry forwards 169,156 24,983 Valuation allowance - US (929,099 ) (1,323,043 ) Valuation allowance - (169,156 ) (24,983 ) Net deferred tax assets $ — $ — |
Schedule of deferred tax assets | The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets US -Net operating losses carry forwards $ 929,099 $ 1,325,043 Canada- Net operating losses carry forwards 169,156 24,983 Valuation allowance - US (929,099 ) (1,323,043 ) Valuation allowance - Canada (169,156 ) (24,983 ) Net deferred tax assets $ — $ — |
Schedule of net operating loss carry-over | The following are the net operating loss carry-over for both U.S. and Canada: U.S. Amount 2017 $ 4,011,584 2018 412,698 $ 4,424,282 Canada Amount 2018 $ 279,863 2017 216,022 2016 212,276 2015 203,041 2014 179,541 2013 36,967 $ 1,127,710 |
Organization and Business Des_2
Organization and Business Description (Details Narrative) - USD ($) | Nov. 06, 2018 | Feb. 27, 2018 | Nov. 28, 2018 | Dec. 31, 2017 | Dec. 28, 2017 | Dec. 31, 2018 |
Shares issued to resolve legal claim, shares | 4,750,000 | 20,000,000 | ||||
Merger description | Pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. ("Emerald"), all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger (the "Merger"). Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Emerald becoming a wholly owned subsidiary of the Company. | |||||
Shares issued, value | ||||||
Shares issued, shares | 4,673,700 | |||||
Merritt Valley Cannabis Company [Member] | Share Exchange Agreement [Member] | ||||||
Shares to be issued, acquisitions | 8,100,000 | |||||
Stock price per share | $ 0.001 | |||||
Emerald Plants Health Source, Inc. [Member] | ||||||
Shares issued in acquisition, shares | 20,000,000 | |||||
EPHS, Inc. [Member] | ||||||
Percentage of ownership | 62.00% | |||||
Shares issued, value | $ 110,000 | |||||
Shares issued, shares | 75,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - 12 months ended Dec. 31, 2018 | USD ($) | CAD ($) |
Property and equipment estimated useful lives | 5 years | |
Right of use assets | $ 127,156 | |
Lease obligations | 127,156 | |
Exchange rate | $ 0.73355 | |
CAD [Member] | ||
Right of use assets | $ 173,343 | |
Lease obligations | $ 173,343 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 373,728 | $ 220,535 |
Accumulated depreciation | (220,586) | (191,618) |
Property and equipment, net | 153,142 | 28,917 |
Furniture And Fixtures [Member] | ||
Property and equipment, gross | 170,341 | 9,899 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 203,387 | $ 210,636 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment acquisitions | $ 179,093 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Amounts due to related parties | $ 4,136 | $ 794,317 |
Paolo Gervasi [Member] | ||
Amounts due to related parties | 2,068 | 397,158 |
Calogero Caruso [Member] | ||
Amounts due to related parties | $ 2,068 | $ 397,159 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Amounts due to related parties | $ 4,136 | $ 794,317 |
Paolo Gervasi [Member] | ||
Amounts due to related parties | 2,068 | 397,158 |
Calogero Caruso [Member] | ||
Amounts due to related parties | $ 2,068 | $ 397,159 |
Commitments And Contingencies_2
Commitments And Contingencies (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 54,048 |
2020 | 54,048 |
2021 | 49,544 |
2022 and thereafter | |
Operating Leases, Future Minimum Payments Due | $ 157,640 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017shares | Dec. 31, 2018USD ($)shares | Oct. 21, 2012ft² | |
Commitments and Contingencies Disclosure [Abstract] | |||
Office and grow space | ft² | 8,387 | ||
Security deposit | $ 6,335 | ||
Monthly rental payments | $ 4,504 | ||
Lease termination date | Nov. 30, 2021 | ||
Number shares issued for legal proceedings | shares | 4,750,000 | 20,000,000 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - shares | Sep. 06, 2018 | Apr. 05, 2018 | Feb. 27, 2018 | Nov. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Merger description | Pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. ("Emerald"), all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger (the "Merger"). Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1, into an aggregate of 20,000,000 shares of the Company's common stock, resulting in Emerald becoming a wholly owned subsidiary of the Company. | |||||
Shares issued pursuant to a Consulting Agreement | 25,000 | |||||
Cancellation of common stock (in shares) | 75,000,000 | |||||
Common stock issued for cash | 4,673,700 | |||||
Common stock, shares outstanding | 63,299,592 | 20,000,000 | ||||
Emerald Plants Health Source, Inc. [Member] | ||||||
Shares issued in acquisition, shares | 20,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. | $ (409,354) | |
Canada | (167,905) | (188,702) |
Income (loss) before income tax | $ (577,259) | $ (188,702) |
US | ||
Income tax rate | 21.00% | |
CANADA | ||
Income tax rate | 15.00% |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Provision for income tax | ||
Total | ||
Provision for income tax (Percent) | ||
Total | 0.00% | |
US | ||
Provision for income tax | ||
Statutory federal tax rate | $ (85,964) | |
Non-deductible expenses | 702 | |
Change in Valuation allowance | $ 85,262 | |
Provision for income tax (Percent) | ||
Statutory federal tax rate | 21.00% | |
Non-deductible expenses- US | (17.00%) | |
Change in Valuation allowance | (20.83%) | |
CANADA | ||
Provision for income tax | ||
Statutory federal tax rate | $ (25,186) | |
Change in Valuation allowance | $ 25,186 | |
Provision for income tax (Percent) | ||
Statutory federal tax rate | 15.00% | |
Change in Valuation allowance | (15.00%) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total | ||
US | ||
Current | ||
Deferred | ||
CANADA | ||
Current | ||
Deferred |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Net deferred tax assets | ||
US | ||
Deferred tax assets | ||
Net operating losses carry forwards | 929,099 | 1,325,043 |
Valuation allowance | (929,099) | (1,323,043) |
CANADA | ||
Deferred tax assets | ||
Net operating losses carry forwards | 169,156 | 24,983 |
Valuation allowance | $ (169,156) | $ (24,983) |
Income Taxes (Details 4)
Income Taxes (Details 4) | Dec. 31, 2018USD ($) |
US | |
Net operating loss carry-over | $ 4,424,282 |
US | Tax Year 2017 [Member] | |
Net operating loss carry-over | 4,011,584 |
US | Tax Year 2018 [Member] | |
Net operating loss carry-over | 412,698 |
CANADA | |
Net operating loss carry-over | 1,127,710 |
CANADA | Tax Year 2017 [Member] | |
Net operating loss carry-over | 216,022 |
CANADA | Tax Year 2018 [Member] | |
Net operating loss carry-over | 279,863 |
CANADA | Tax Year 2016 [Member] | |
Net operating loss carry-over | 212,276 |
CANADA | Tax Year 2015 [Member] | |
Net operating loss carry-over | 203,041 |
CANADA | Tax Year 2014 [Member] | |
Net operating loss carry-over | 179,541 |
CANADA | Tax Year 2013 [Member] | |
Net operating loss carry-over | $ 36,967 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Merritt Valley Cannabis Company [Member] - $ / shares | Nov. 06, 2018 | Sep. 27, 2018 |
Letter of Intent [Member] | ||
Shares to be issued, acquisitions | 8,100,000 | |
Share Exchange Agreement [Member] | ||
Shares to be issued, acquisitions | 8,100,000 | |
Stock price per share | $ 0.001 |