Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | EPHS HOLDINGS, INC. | |
Entity Central Index Key | 0001731911 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Name | NV | |
Entity File Number | 000-55906 | |
Entity Common Stock, Shares Outstanding | 74,410,628 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 159,762 | $ 528,246 |
Sales tax receivable | 8,617 | 4,763 |
Prepaid expenses and other current assets | 7,538 | 5,404 |
Total current assets | 175,917 | 538,413 |
Property and equipment | 2,873,862 | 153,142 |
Operating lease right-of-use assets, net | 111,704 | |
Security deposit | 14,231 | 6,335 |
Total assets | 3,175,714 | 697,890 |
Current liabilities | ||
Accounts payable | 331,174 | 95,365 |
Accrued interest | 30,744 | |
Other payable | 11,906 | 8,612 |
Lease liability | 42,352 | |
Due to related party - note payable | 213,364 | 4,136 |
Total current liabilities | 629,540 | 108,113 |
Lease liability | 69,352 | |
Mortgage payable | 1,566,294 | |
Total liabilities | 2,265,186 | 108,113 |
Stockholders' equity | ||
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 74,410,628 shares issued and outstanding as of June 30, 2019 and 63,299,592 issued and outstanding as of December 31, 2018 | 74,411 | 63,300 |
Additional paid in capital | 4,316,094 | 1,839,253 |
Accumulated deficit | (3,454,397) | (1,269,027) |
Accumulated other comprehensive loss | (25,580) | (43,749) |
Total stockholders' equity | 910,528 | 589,777 |
Total liabilities and stockholders' equity | $ 3,175,714 | $ 697,890 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 74,410,628 | 63,299,592 |
Common stock, shares outstanding | 74,410,628 | 63,299,592 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Total revenue | ||||
Cost of revenue | ||||
Gross profit | ||||
Operating expenses | 1,938,098 | 80,428 | 2,130,423 | 178,785 |
Loss from Operations | (1,938,098) | (80,428) | (2,130,423) | (178,785) |
Other expense | ||||
Interest expense | (34,402) | (53,823) | ||
Exchange loss | (45) | (1,124) | ||
Total other expense | (34,447) | (54,947) | ||
Federal income tax expense | ||||
Net loss | (1,972,545) | (80,428) | (2,185,370) | (178,785) |
Other comprehensive loss | ||||
Foreign currency translation gain (loss) | 24,251 | (3,332) | 18,169 | (13,895) |
Total comprehensive loss | $ (1,948,294) | $ (83,760) | $ (2,167,201) | $ (192,680) |
Weighted average shares - basic and diluted | 70,324,945 | 128,856,002 | 71,459,183 | 128,856,002 |
Loss per share - basic and diluted | $ (0.03) | $ 0 | $ (0.03) | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balances at beginning at Dec. 31, 2017 | $ 20,000 | $ (19,920) | $ (735,552) | $ (20,915) | $ (756,387) |
Balances at beginning (in shares) at Dec. 31, 2017 | 20,000,000 | ||||
Recap of EPHS Holdings, Inc. | $ 113,601 | (120,199) | (6,598) | ||
Recap of EPHS Holdings, Inc. Shares | 113,600,892 | ||||
Debt forgiveness by shareholders | 812,113 | 812,113 | |||
Capital contribution | 219,796 | 219,796 | |||
Foreign currency translation | (10,564) | (10,564) | |||
Net loss | (98,357) | (98,357) | |||
Balances at ending at Mar. 31, 2018 | $ 133,601 | 891,790 | (833,909) | (31,479) | 160,003 |
Balances at ending (in shares) at Mar. 31, 2018 | 133,600,892 | ||||
Balances at beginning at Dec. 31, 2017 | $ 20,000 | (19,920) | (735,552) | (20,915) | (756,387) |
Balances at beginning (in shares) at Dec. 31, 2017 | 20,000,000 | ||||
Foreign currency translation | (13,895) | ||||
Net loss | (178,785) | ||||
Balances at ending at Jun. 30, 2018 | $ 133,626 | 936,690 | (914,337) | (34,810) | 121,169 |
Balances at ending (in shares) at Jun. 30, 2018 | 133,625,892 | ||||
Balances at beginning at Mar. 31, 2018 | $ 133,601 | 891,790 | (833,909) | (31,479) | 160,003 |
Balances at beginning (in shares) at Mar. 31, 2018 | 133,600,892 | ||||
Issuance of common stock for consulting services | $ 25 | (25) | |||
Issuance of common stock for consulting services Shares | 25,000 | ||||
Capital contribution | 44,925 | 44,925 | |||
Foreign currency translation | (3,331) | (3,332) | |||
Net loss | (80,428) | (80,428) | |||
Balances at ending at Jun. 30, 2018 | $ 133,626 | 936,690 | (914,337) | (34,810) | 121,169 |
Balances at ending (in shares) at Jun. 30, 2018 | 133,625,892 | ||||
Balances at beginning at Dec. 31, 2018 | $ 63,300 | 1,839,253 | (1,269,027) | (43,749) | 589,777 |
Balances at beginning (in shares) at Dec. 31, 2018 | 63,299,592 | ||||
Issuance of common stock | $ 761 | (761) | |||
Issuance of common stock Shares | 761,036 | ||||
Acquisition of MVC | $ 8,100 | 402,702 | 410,802 | ||
Acquisition of MVC Shares | 8,100,000 | ||||
Capital contribution | 421,150 | 421,150 | |||
Foreign currency translation | (6,082) | (6,082) | |||
Net loss | (212,825) | (212,825) | |||
Balances at ending at Mar. 31, 2019 | $ 72,161 | 2,662,344 | (1,481,852) | (49,831) | 1,202,822 |
Balances at ending (in shares) at Mar. 31, 2019 | 72,160,628 | ||||
Balances at beginning at Dec. 31, 2018 | $ 63,300 | 1,839,253 | (1,269,027) | (43,749) | 589,777 |
Balances at beginning (in shares) at Dec. 31, 2018 | 63,299,592 | ||||
Foreign currency translation | 18,169 | ||||
Net loss | (2,185,370) | ||||
Balances at ending at Jun. 30, 2019 | $ 74,411 | 4,316,094 | (3,454,397) | (25,580) | 910,528 |
Balances at ending (in shares) at Jun. 30, 2019 | 74,410,628 | ||||
Balances at beginning at Mar. 31, 2019 | $ 72,161 | 2,662,344 | (1,481,852) | (49,831) | 1,202,822 |
Balances at beginning (in shares) at Mar. 31, 2019 | 72,160,628 | ||||
Issuance of bonus shares | $ 2,250 | 1,653,750 | 1,656,000 | ||
Issuance of bonus shares Shares | 2,250,000 | ||||
Foreign currency translation | 24,251 | 24,251 | |||
Net loss | (1,972,545) | (1,972,545) | |||
Balances at ending at Jun. 30, 2019 | $ 74,411 | $ 4,316,094 | $ (3,454,397) | $ (25,580) | $ 910,528 |
Balances at ending (in shares) at Jun. 30, 2019 | 74,410,628 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,185,370) | $ (178,785) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 23,922 | 26,684 |
Amortization of right-of-use asset | 20,289 | |
Accretion of lease liability | 5,964 | |
Issuance of bonus shares | 1,656,000 | |
Changes in operating assets and liabilities: | ||
Sales tax receivable | (3,592) | 1,355 |
Accounts payable | 233,833 | 17,687 |
Accrued interest | 30,744 | |
Other payable | 2,888 | |
Prepaid expenses | (2,078) | (7,132) |
Security deposit | (7,498) | |
CASH USED IN OPERATING ACTIVITIES | (224,898) | (140,191) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (2,736,904) | (107,770) |
Net cash acquired from MVC | 410,802 | |
CASH USED IN INVESTING ACTIVITIES | (2,326,102) | (107,770) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party payable | 225,668 | 16,351 |
Repayment of related party payable | (18,884) | |
Proceeds from mortgage | 1,566,293 | |
Capital contribution | 421,150 | 264,721 |
CASH PROVIDED BY FINANCING ACTIVITIES | 2,194,227 | 281,072 |
Effect of translation changes on cash | (11,711) | (7,571) |
Change in cash and cash equivalents | (368,484) | 25,540 |
Cash, beginning of period | 528,246 | 4,195 |
Cash, end of period | 159,762 | 29,735 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest | 3,515 | |
Cash paid for income taxes |
Organization and Business Descr
Organization and Business Description | 6 Months Ended |
Jun. 30, 2019 | |
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. The Company ceased operations in January 2015. 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 On December 28, 2017, the Company issued to 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 Merritt Valley Cannabis Corp. ("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 The Company's fiscal year end is December 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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. Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the SEC) on April 16, 2019. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. 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. Property and Equipment Property and equipment is initially recorded at cost and stated at cost less accumulated depreciation other land which 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" ("ASC 360"). The test for impairment is required to be performed by management at least annually. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized. Income Taxes The Company accounts for income taxes in accordance with ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Sales Tax Receivable The Company is charged approximately 12% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) of 5% and Provincial (Quebec) of 7%. The Company is reimbursed for all Federal sales taxes paid to suppliers. The Company has not charged sales taxes on product sold 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 June 30, 2019. 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. Leasing Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, "Leases (Topic 842)" which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company's consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of CAD 173,343 (approximately $132,368) and corresponding lease liabilities of CAD 173,343 (approximately $132,368) as of January 1, 2019 for leases classified as operating leases. The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 8 for additional information about leases. Stock-Based Compensation The Company accounts for stock-based compensation expense under FASB ASC 718, CompensationStock Compensation, which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees. Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, accounts payable, mortgage payable, and related party payable approximate their fair values at June 30, 2019 and December 31, 2018, 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 ("ASU 2018-07") to simplify the accounting for share- based payments to nonemployees by aligning it with the accounting for share-based payments to employees. ASU No. 2018-07 is effective for the Company for fiscal years beginning after December 31, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company has adopted ASU No. 2018-07, and the adoption of ASU No. 2018-07 did not have a material impact on its financial statements. 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 | 6 Months Ended |
Jun. 30, 2019 | |
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 spite 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 | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT June 30, December 31, Classification 2019 2018 Furniture $ 188,061 $ 170,341 Leasehold improvements 305,864 203,387 Total cost 493,925 373,728 Accumulated depreciation (253,993 ) (220,586 ) Net cost $ 239,932 $ 153,142 Land 2,633,930 - Total property and equipment 2,873,862 153,142 The Company had Property and Equipment acquisitions of $ 102,974 for the six months ended June 30, 2019. On February 7, 2019, the Company, through its wholly owned subsidiary MVC, completed the purchase of lands that are located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. The total consideration was CAD 3,449,268 (approximately $2,633,930). The land is an indefinite long-lived asset that is assessed for impairment on a periodic basis. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 - RELATED PARTY TRANSACTIONS Amounts due to related parties as of June 30, 2019 and December 31, 2018: June 30, December 31, 2019 2018 Paolo Gervasi Shareholder and employee of the Company $ 2,153 $ 2,068 Calogero Caruso Shareholder and employee of the Company 4,444 2,068 Chris Thompson Shareholder and founder of MVC 103,089 - Kyle McDiarmid Shareholder and founder of MVC 18,884 - Stevan Perry President of the Company 84,432 - Other Shareholder and founder of MVC 362 - $ 213,364 $ 4,136 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. Paolo Gervasi and Calogero Caruso further loaned the Company $2,153 and $4,444, respectively, for working capital purposes. These notes payable were unsecured, non-interest bearing and due on demand. On January 28, 2019, the Company signed a promissory note with Kyle McDiarmid in the principal amount of $18,884 for land purchase. This note bears no interest and matures on May 31, 2019. As of June 30, 2019, the outstanding principal balance of the note was $18,884. On January 28, 2019, the Company signed a promissory note with Sean Piekaar in the principal amount of $18,884 for land purchase. This note bears no interest and matures on May 31, 2019. The note was paid in full during the six month ended June 30, 2019. On January 29, 2019, the Company signed a promissory note with Stevan Perry in the principal amount of $84,432 for land purchase. This note bears monthly interest at 7% over the term from the issuance date through maturity date on April 30, 2019. As of June 30, 2019, the outstanding principal balance of the note was $84,432, with an accrued interest of $29,551. On March 6, 2019, the Company signed a promissory note with Chris Thompson in the principal amount of CAD 135,000 (approximately $103,089) for working capital purposes. This note bears interest at 18% per annum over the term from the issuance date through maturity date on September 30, 2019. As of June 30, 2019, the outstanding principal balance of the note was $103,089, with an accrued interest of $1,193. |
Mortgage Payable
Mortgage Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Mortgage Payable | NOTE 6 - MORTGAGE PAYABLE On January 8, 2019, the Company entered into a mortgage with Redabe Holdings Inc. for CAD 1,675,000 (approximately $1,279,064) for land purchase. The mortgage bears interest at 5% per annum with interest only payments commencing on February 1, 2019 until February 1, 2020. Starting March 1, 2020, the Company is obligated to make monthly payment to Redabe Holdings in the amount of CAD 11,054 (approximately $8,441) until January 1, 2024. The loan matures on February 1, 2024, and any remaining principal and interest at the maturity of the loan are due in full. In May 2019 and June 2019, the Company further borrowed CAD 350,000 (approximately $267,267) from Redabe Holdings Inc. As of June 30, 2019, the balance on the mortgage payable was $1,566,293. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 7 - COMMITMENTS AND CONTINGENCIES 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 CAD 8.35 (approximately $6.38) per square foot and security deposit of CAD 8,636 (approximately $6,594). The Company will owe monthly rental payments of CAD 5,836 (approximately $4,376) until the rental agreement terminates on November 30, 2021, which the Company used to establish the Company's ROU assets and lease liabilities. As the Company's lease does not provide an implicit rate, the Company's incremental borrowing rate based on the information available at lease commencement date was used to determine the present value of lease payments. Components of lease cost are as follows: Six months ended June 30, 2019 Operating lease costs* $ 26,254 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 26,254 * Includes right-of-use asset amortization of $20,289. Weighted-average remaining lease term and discount rate for operating leases are as follows: Six months ended June 30, 2019 Weighted-average remaining lease term 2.42 Weighted-average discount rate 12 % Maturities of lease liabilities by year for leases are as follows: Amount 2019* $ 26,739 2020 53,477 2021 and beyond 49,021 Total lease payments 129,237 Less: imputed interest (17,533) Present value of lease liabilities $ 111,704 * Excluding the six months ended June 30, 2019 As of December 31, 2018, minimum lease payments under non-cancelable leases by period were expected to be as follows: Years ending December 31, Amount 2019 $ 54,048 2020 54,048 2021 and thereafter 49,544 Total minimum rentals $ 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 | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Capital Stock | NOTE 8 - CAPITAL STOCK On January 15, 2019, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding MVC shares in consideration for issuance of 8,100,000 shares of On February 11, 2019, the Company issued 25,000 shares for cash. On March 11, 2019, the Company further issued 736,036 shares of common stock for cash. On June 14, 2019, the Company issued 2,250,000 shares of common stock to the owner of Redabe Holdings Inc. in compensation for advancing the Company CAD 2,375,000 (approximately $1,813,598) in the form of a mortgage to the Companys subsidiary. As of June 30, 2019, the Company had 74,410,628 shares of common stock outstanding. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 9 - SUBSEQUENT EVENT On July 31, 2019, the Company further borrowed CAD 175,000 (approximately $133,633) from Redabe Holdings Inc. Redabe Holdings Inc. is committed to lend the Company additional CAD 175,000 (approximately $133,633) by August 31, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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. |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the SEC) on April 16, 2019. The results of operations for the three and six months ended June 30, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2019. |
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. |
Property and Equipment | Property and Equipment Property and equipment is initially recorded at cost and stated at cost less accumulated depreciation other land which 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" ("ASC 360"). The test for impairment is required to be performed by management at least annually. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Sales Tax Receivable | Sales Tax Receivable The Company is charged approximately 12% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) of 5% and Provincial (Quebec) of 7%. The Company is reimbursed for all Federal sales taxes paid to suppliers. The Company has not charged sales taxes on product sold 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 June 30, 2019. |
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. |
Leasing | Leasing Effective January 1, 2019 the Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards Update No. 2016-02, "Leases (Topic 842)" which superseded previous lease guidance ASC 840, Leases. Topic 842 is a new lease model that requires a company to recognize right-of-use ("ROU") assets and lease liabilities on the balance sheet. The Company adopted the standard using the modified retrospective approach that does not require the restatement of prior year financial statements. The adoption of Topic 842 did not have a material impact on the Company's consolidated income statement or consolidated cash flow statement. The adoption of Topic 842 resulted in the recognition of ROU assets of CAD 173,343 (approximately $132,368) and corresponding lease liabilities of CAD 173,343 (approximately $132,368) as of January 1, 2019 for leases classified as operating leases. The Company adopted the package of practical expedients and transition provisions available for expired or existing contracts, which allowed the Company carryforward its historical assessments of 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. Additionally, for real estate leases, the Company adopted the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. The Company also elected the hindsight practical expedient to determine the reasonably certain lease term for existing leases. Further, the Company elected the short-term lease exception policy, permitting it exclude the recognition requirements for leases with terms of 12 months or less. See Note 8 for additional information about leases. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense under FASB ASC 718, CompensationStock Compensation, which requires the measurement and recognition of stock-based compensation expense based on estimated fair values, for all stock-based payment awards made to employees, and FASB ASC 505-50, Equity-Based Payments to Non-Employees, which requires the measurement and recognition of stock-based compensation expense based on the estimated fair value of services or goods being received, for all stock-based payment awards made to other service providers and non-employees. |
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, accounts payable, mortgage payable, and related party payable approximate their fair values at June 30, 2019 and December 31, 2018, 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 ("ASU 2018-07") to simplify the accounting for share- based payments to nonemployees by aligning it with the accounting for share-based payments to employees. ASU No. 2018-07 is effective for the Company for fiscal years beginning after December 31, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company has adopted ASU No. 2018-07, and the adoption of ASU No. 2018-07 did not have a material impact on its financial statements. 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) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | June 30, December 31, Classification 2019 2018 Furniture $ 188,061 $ 170,341 Leasehold improvements 305,864 203,387 Total cost 493,925 373,728 Accumulated depreciation (253,993 ) (220,586 ) Net cost $ 239,932 $ 153,142 Land 2,633,930 - Total property and equipment 2,873,862 153,142 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | Amounts due to related parties as of June 30, 2019 and December 31, 2018: June 30, December 31, 2019 2018 Paolo Gervasi Shareholder and employee of the Company $ 2,153 $ 2,068 Calogero Caruso Shareholder and employee of the Company 4,444 2,068 Chris Thompson Shareholder and founder of MVC 103,089 - Kyle McDiarmid Shareholder and founder of MVC 18,884 - Stevan Perry President of the Company 84,432 - Other Shareholder and founder of MVC 362 - $ 213,364 $ 4,136 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost | Components of lease cost are as follows: Six months ended June 30, 2019 Operating lease costs* $ 26,254 Operating cash flow information: Cash paid for amounts included in the measurement of lease liabilities $ 26,254 |
Schedule fo Weighted Average Remaining Lease Term | Weighted-average remaining lease term and discount rate for operating leases are as follows: Six months ended June 30, 2019 Weighted-average remaining lease term 2.42 Weighted-average discount rate 12 % |
Schedule Maturities Lease Liabilities | Maturities of lease liabilities by year for leases are as follows: Amount 2019* $ 26,739 2020 53,477 2021 and beyond 49,021 Total lease payments 129,237 Less: imputed interest (17,533) Present value of lease liabilities $ 111,704 |
Schedule of Future Minimum Payments Operating Leases | As of December 31, 2018, minimum lease payments under non-cancelable leases by period were expected to be as follows: Years ending December 31, Amount 2019 $ 54,048 2020 54,048 2021 and thereafter 49,544 Total minimum rentals $ 157,640 |
Organization and Business Des_2
Organization and Business Description (Details Narrative) - USD ($) | Mar. 11, 2019 | Feb. 11, 2019 | Jan. 15, 2019 | Nov. 06, 2018 | Feb. 27, 2018 | Dec. 28, 2017 | Sep. 30, 2017 | Mar. 31, 2019 |
Shares issued to resolve legal claim, shares | 4,750,000 | |||||||
Shares issued in acquisition, value | $ 410,802 | |||||||
Shares issued in acquisition, shares | 8,100,000 | |||||||
Shares issued, value | ||||||||
Shares issued, shares | 736,036 | 25,000 | ||||||
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) | 6 Months Ended | |
Jun. 30, 2019USD ($) | Jun. 30, 2019CAD ($) | |
Property and equipment estimated useful lives | 5 years | 5 years |
Recognition of right-of-use asset | $ 132,368 | |
Recognition of lease liability | $ 132,368 | |
CAD [Member] | ||
Recognition of right-of-use asset | $ 173,343 | |
Recognition of lease liability | $ 173,343 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property and equipment, gross | $ 493,925 | $ 373,728 |
Accumulated depreciation | (253,993) | (220,586) |
Net cost | 239,932 | 153,142 |
Land | 2,633,930 | |
Property and equipment, net | 2,873,862 | 153,142 |
Furniture [Member] | ||
Property and equipment, gross | 188,061 | 170,341 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 305,864 | $ 203,387 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) | Feb. 07, 2019USD ($) | Feb. 07, 2019CAD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
Property and equipment acquisitions | $ 2,736,904 | $ 107,770 | ||
Land [Member] | ||||
Property and equipment acquisitions | $ 2,633,930 | |||
Property And Equipment [Member] | ||||
Property and equipment acquisitions | $ 102,974 | |||
CAD [Member] | Land [Member] | ||||
Property and equipment acquisitions | $ 3,449,268 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jun. 30, 2019USD ($) | Mar. 06, 2019USD ($) | Mar. 06, 2019CAD ($) | Jan. 29, 2019USD ($) | Jan. 28, 2019USD ($) | Dec. 31, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||
Amounts due to related parties | $ 213,364 | $ 4,136 | ||||
Due to related party - note payable | 213,364 | 4,136 | ||||
Accrued interest | 30,744 | |||||
Paolo Gervasi [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due to related parties | 2,153 | 2,068 | ||||
Paolo Gervasi [Member] | Note Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt amount | 2,153 | |||||
Calogero Caruso [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due to related parties | 4,444 | 2,068 | ||||
Calogero Caruso [Member] | Note Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt amount | 4,444 | |||||
Chris Thompson [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due to related parties | 103,089 | |||||
Chris Thompson [Member] | Note Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt amount | $ 103,089 | |||||
Due to related party - note payable | 103,089 | |||||
Interest rate | 18.00% | 18.00% | ||||
Accrued interest | 1,193 | |||||
Chris Thompson [Member] | Note Payable [Member] | CAD [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt amount | $ 135,000 | |||||
Kyle McDiarmid [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due to related parties | 18,884 | |||||
Kyle McDiarmid [Member] | Note Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt amount | $ 18,884 | |||||
Due to related party - note payable | 18,884 | |||||
Stevan Perry [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due to related parties | 84,432 | |||||
Stevan Perry [Member] | Note Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt amount | $ 84,432 | |||||
Due to related party - note payable | 84,432 | |||||
Interest rate | 7.00% | |||||
Accrued interest | 29,551 | |||||
Other [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amounts due to related parties | 362 | |||||
Sean Piekaar [Member] | Note Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt amount | $ 18,884 | |||||
Due to related party - note payable | $ 0 |
Mortgage Payable (Details Narra
Mortgage Payable (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2019CAD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019CAD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||||||
Mortgage payable | $ 1,566,294 | $ 1,566,294 | |||||
Interest expense | 34,402 | 53,823 | |||||
Mortgage Payable Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | 267,267 | 267,267 | |||||
Mortgage payable | 1,566,293 | 1,566,293 | |||||
Mortgage Payable Two [Member] | CAD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 350,000 | ||||||
Mortgage Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 1,279,064 | $ 1,279,064 | |||||
Interest rate | 5.00% | 5.00% | 5.00% | ||||
Maturity date | Feb. 1, 2024 | Feb. 1, 2024 | |||||
Periodic payment | $ 8,441 | ||||||
Mortgage Payable [Member] | CAD [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 1,675,000 | ||||||
Periodic payment | $ 11,054 |
Commitments And Contingencies_2
Commitments And Contingencies (Details Narrative) | Dec. 01, 2018USD ($) | Dec. 01, 2018CAD ($) | Jun. 30, 2019shares | Dec. 01, 2015USD ($) | Dec. 01, 2015CAD ($) | Oct. 21, 2012ft² |
Office and grow space | ft² | 8,387 | |||||
Security deposit | $ 6,594 | |||||
Lease expiration date | Nov. 30, 2021 | Nov. 30, 2021 | ||||
Monthly rental payments | $ 4,376 | |||||
Number shares issued for legal proceedings | shares | 20,000,000 | |||||
CAD [Member] | ||||||
Security deposit | $ 8,636 | |||||
Monthly rental payments | $ 5,836 |
Commitments And Contingencies_3
Commitments And Contingencies (Lease Cost) (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease costs | [1] | $ 26,254 | |
Cash paid for amounts included in the measurement of lease liabilities | 26,254 | ||
Amortization of right-of-use asset | $ 20,289 | ||
Weighted-average remaining lease term | 2 years 5 months 1 day | ||
Weighted-average discount rate | 12.00% | ||
[1] | Includes right-of-use asset amortization of $20,289. |
Commitments And Contingencies_4
Commitments And Contingencies (Maturities Lease Liabilities) (Details) | Jun. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 26,739 | [1] |
2020 | 53,477 | |
2021 and beyond | 49,021 | |
Total lease payments | 129,237 | |
Less: imputed interest | (17,533) | |
Present value of lease liabilities | $ 111,704 | |
[1] | Excluding the six months ended June 30, 2019 |
Commitments And Contingencies_5
Commitments And Contingencies (Future Minimum Payments Operating Leases) (Details) | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 54,048 |
2020 | 54,048 |
2021 and thereafter | 49,544 |
Total minimum rentals | $ 157,640 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | Mar. 11, 2019shares | Feb. 11, 2019shares | Jan. 15, 2019$ / sharesshares | Jan. 14, 2019USD ($)shares | Jan. 14, 2019CAD ($)shares | Jun. 30, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Shares issued in acquisition | 8,100,000 | ||||||
Common stock, par value | $ / shares | $ .001 | $ 0.001 | $ 0.001 | ||||
Stcok issued | 736,036 | 25,000 | |||||
Common stock, shares outstanding | 74,410,628 | 63,299,592 | |||||
Issuance of bonus shares for advancing mortgage to subsidiary | 2,250,000 | 2,250,000 | |||||
Amounts advanced for stock issued | $ | $ 1,813,598 | ||||||
CAD [Member] | |||||||
Amounts advanced for stock issued | $ | $ 2,375,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Jul. 31, 2019 - Redabe Holdings Inc. Loan [Member] - Subsequent Event [Member] | USD ($) | CAD ($) |
Debt amount | $ 133,633 | |
Committed amount of debt | $ 133,633 | |
CAD [Member] | ||
Debt amount | $ 175,000 | |
Committed amount of debt | $ 175,000 |