Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Premier Product Group, Inc. | |
Entity Central Index Key | 0001301838 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 (“Amendment No. 1”) to Form 10-Q/A amends the Form 10-Q of Premier Products Group for the three months ended March 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2021 (the “Original Filing”). | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 353,524,425 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash | $ 10,862 | $ 0 |
Investments | 105,000 | 0 |
Total Assets | 115,862 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 68,744 | 269,526 |
Contingent liability - legal | 0 | 197,283 |
Contingent liability - notes | 0 | 225,200 |
Derivative liability - warrants | 0 | 221,814 |
Derivative liability - convertible notes | 1,474,318 | 513,185 |
Convertible notes - related parties | 71,500 | 31,500 |
Convertible notes | 120,000 | 0 |
Notes payable - related parties | 185,731 | 173,532 |
Notes payable | 0 | 309,682 |
Total current liabilities | 1,920,293 | 1,941,722 |
Total liabilities | 1,920,293 | 1,941,722 |
Stockholders' Equity | ||
Common stock, $0.00001 par value, 500,000,000 shares authorized, 353,524,425 and 285,555,605 shares issued and outstanding, respectively | 3,536 | 3,536 |
Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares issued and outstanding, respectively | 0 | 0 |
Paid in capital | 6,761,817 | 6,761,817 |
Accumulated deficit | (8,569,783) | (8,707,075) |
Total Stockholders' (Deficit) | (1,804,431) | (1,941,722) |
Total Liabilities and Stockholders' (Equity) | $ 115,862 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 353,524,425 | 285,555,605 |
Common stock,shares outstanding | 353,524,425 | 285,555,605 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 51 | 51 |
Preferred stock, shares issued | 51 | 51 |
Preferred stock, shares outstanding | 51 | 51 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
Administrative expense | 31,130 | 0 |
Professional Fees | 23,484 | 0 |
Share based compensation | 0 | 0 |
Total operating expenses | 54,614 | 0 |
(Loss) from operations | (54,614) | 0 |
Other expense | ||
Gain (loss) on derivative liability | (961,133) | 3,984 |
Interest expense | (7,060) | (6,914) |
Gain on extinguishment of liabilities | 1,160,098 | 0 |
Income (loss) before provision for income taxes | 191,905 | (2,930) |
Provision for income taxes | 0 | 0 |
Net Profit (Loss) | $ 137,291 | $ (2,930) |
Basic and diluted earnings(loss) per common share | $ 0 | $ 0 |
Weighted average number of shares outstanding | 353,524,425 | 285,555,605 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 285,555,605 | 51 | |||
Balance, amount at Dec. 31, 2019 | $ (1,173,182) | $ 2,856 | $ 0 | $ 6,253,949 | $ (7,429,987) |
Net income (loss) | (2,930) | (2,930) | |||
Balance, shares at Mar. 31, 2020 | 285,555,605 | 51 | |||
Balance, amount at Mar. 31, 2020 | (1,176,112) | $ 2,856 | $ 0 | 6,253,949 | (7,432,917) |
Balance, shares at Dec. 31, 2020 | 353,524,425 | 51 | |||
Balance, amount at Dec. 31, 2020 | (1,941,722) | $ 3,536 | $ 0 | 6,761,817 | (8,707,075) |
Net income (loss) | 137,291 | 137,291 | |||
Balance, shares at Mar. 31, 2021 | 353,524,425 | 51 | |||
Balance, amount at Mar. 31, 2021 | $ (1,804,431) | $ 3,536 | $ 0 | $ 6,761,817 | $ (8,569,784) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 137,291 | $ (2,930) |
Adjustments to reconcile net income to net cash | ||
Loss (gain) on derivative liability | 961,133 | (3,984) |
Gain on extinguishment of liabilities | (1,159,098) | |
Shares based compensation expense | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable related party | 0 | |
Accounts payable and accrued expenses | 6,536 | 6,914 |
Net cash provided by (used for) operating activities | (54,138) | 0 |
Cash Flows From Investing Activities: | ||
Investment in joint venture | (105,000) | 0 |
Net cash provided by (used for) investing activities | (105,000) | 0 |
Cash Flows From Financing Activities: | ||
Proceeds from notes payable | 88,500 | 0 |
Net cash provided by (used for) financing activities | 88,500 | 0 |
Net Increase (Decrease) In Cash | (70,638) | 0 |
Cash At The Beginning Of The Period | 0 | 0 |
Cash At The End Of The Period | (70,638) | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 0 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2021 | |
BASIS OF PRESENTATION | |
NOTE 1 - BASIS OF PRESENTATION | PREMIER PRODUCTS GROUP, INC. (the Company”) has prepared the accompanying financial statements without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for all periods presented herein, have been made. As filed on Form 8-K with the Securities Exchange Commission on March 1, 2018, the Company completed a Holding Company Reorganization, whereby On February 22, 2018, the issuer (having been renamed, immediately prior to this Holding Company Reorganization, from “Premier Products Group, Inc.” to “Valley High Mining Company”) completed a corporate reorganization (the “Holding Company Reorganization”) pursuant to which Valley High Mining Company, as previously constituted (the “Predecessor”) became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, Premier Products Group, Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. The Holding Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations. In accordance with Section 251(g) of the DGCL, Premier Services, Inc. (“Merger Sub”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated February 22, 2018 (the “Merger Agreement”). As of the effective time of the Merger and in connection with the Holding Company Reorganization, all duly authorized outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other holders of equity instruments, became stockholders and holders of equity instruments, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization. For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. On February 22, 2018, the Predecessor changed its name and then re-domiciled from Wyoming to Delaware. Immediately following such re- domiciliation, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are, in all material respects, identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company Reorganization, with the possible exception of certain amendments that are permissible under Section 251(g)(4) of the DGCL. The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s capital stock immediately prior to the Holding Company Reorganization. The common stock of the Holding Company trades on OTC Markets under the symbol “PMPG” under which the common stock of the Predecessor was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will no longer be publicly traded. Based on the preceding action, the Company is presenting the financial statements as consolidated financial statements, but also including exhibits representing the respective income statement and balance sheet items associated with the new parent Holding Company and the wholly- owned Predecessor company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2018 audited financial statements included in the Company’s Annual Report on Form 10-K, as filed with the United States Securities and Exchange Commission (the “SEC”) on May 6, 2021. The results of operations for the period ended March 31, 2021 are not necessarily indicative of the operating results for the full year. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
GOING CONCERN | |
NOTE 2 - GOING CONCERN | The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit and has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it consummates a business combination. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.” This statement requires an asset and liability approach for accounting for income taxes. The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes,” on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized no liability for unrecognized tax liabilities. The Company has no tax positions at December 31, 2020 and 2019 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Interest Accruals The Company recognizes interest accrued related to unrecognized tax liabilities in interest expense and penalties in operating expenses. Loss Per Share The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share.” Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Recently Issued Accounting Pronouncements Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. FASB ASU 2016-02 “Leases Topic 842)” We adopted the standard effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. As of March 31, 2021 we are not a lessor or lessee under any lease arrangements. FASB ASU 2018-02 “Income Statement- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” FASB ASU 2018-03 “Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” – FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash, amounts due to a related party, accounts payable and accrued expenses, and derivative liabilities. ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a framework for measuring fair value, establish a fair value hierarchy based on the quality of inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. The fair value of the derivative instruments are determined based on “Level 3” inputs, which consist of inputs that are both unobservable and significant to the overall fair value measurement. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows: Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access. Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps). Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Balance Balance, December 31, 2020 $ 734,999 Total gains (losses) included in earnings, three months ended March 31, 2021 739,319 Ending balance, March 31, 2021 $ (1,474,318 ) |
RESTATEMENT
RESTATEMENT | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT | |
NOTE 4 - RESTATEMENT | The following presents a reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows from the prior period as previously reported to the restated amounts: PREMIER PRODUCTS GROUP, INC. CONSOLIDATED BALANCE SHEETS (unaudited) March 31, 2021 As Reported Restatement Adjustments As Restated ASSETS Cash $ 10,862 $ - $ 10,862 Investments 105,000 $ 105,000 Total Assets $ 115,862 $ - $ 115,862 LIABILITIES & STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued expenses $ 62,980 $ 5,764 $ 68,744 Derivative liability – convertible notes - 1,474,318 1,474,318 Convertible notes – related parties - 71,500 71,500 Convertible notes - 120,000 120,000 Notes payable – related parties 257,231 (71,500 ) 185,731 Notes payable 120,000 (120,000 ) - Total current liabilities 440,211 1,480,082 1,920,293 Total liabilities 440,211 1,480,082 1,920,293 Stockholders' Equity Common stock, $0.00001 par value, 500,000,000 shares authorized, 353,524,425 and 285,555,605 shares issued and outstanding, respectively 3,536 - 3,536 Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares Issued and outstanding, respectively - - - Paid in capital 6,761,817 - 6,761,817 Accumulated deficit (7,089,702 ) (1,480,082 ) (8,569,784 ) Total Stockholders' (Deficit) (324,349 ) (1,480,082 ) (1,804,431 ) Total Liabilities and Stockholders' (Equity) $ 115,862 $ - $ 115,862 - The accompanying notes are an integral part of these financial statements. PREMIER PRODUCTS GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) For the period ended March 31, 2021 As Reported Restatement Adjustments As Restated Revenue $ - $ - $ - Operating Expenses: Administrative expense 31,130 - 31,130 Professional Fees 23,484 - 23,484 Share based compensation - - - Total operating expenses 54,614 - 54,614 (Loss) from operations (54,614 ) - (54,614 ) Other expense Gain (loss) on derivative liability - (961,133 ) (961,133 ) Interest expense (2,198 ) (4,862 ) (7,060 ) Gain on extinguishment of liabilities 1,160,098 - 1,160,098 Income (loss) before provision for income taxes 1,157,900 (965,995 ) 191,906 Provision for income taxes - - - Net Gain (Loss) $ 1,103,285 $ (965,995 ) $ 137,292 Basic and diluted earnings(loss) per common share $ 0.00 $ - $ 0.00 Weighted average number of shares outstanding 353,524,425 - 353,524,425 The accompanying notes are an integral part of these financial statements. PREMIER PRODUCTS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the period ended March 31, 2021 As Reported Restatement Adjustments As Restated Cash Flows From Operating Activities: Net income (loss) $ 1,103,285 $ (965,995 ) $ 137,291 Adjustments to reconcile net income to net cash Loss (gain) on derivative liability - 961,133 961,133 Gain on extinguishment of liabilities (1,160,098 ) - (1,160,098 ) Shares based compensation expense - - - Changes in operating assets and liabilities: Accounts receivable related party - - Accounts payable and accrued expenses 2,675 4,862 7,537 Net cash provided by (used for) operating activities (54,138 ) - (54,138 ) Cash Flows From Investing Activities: Investment in joint venture (105,000 ) - (105,000 ) Net cash provided by (used for) investing activities (105,000 ) - (105,000 ) Cash Flows From Financing Activities: Proceeds from notes payable 170,000 - 170,000 Net cash provided by (used for) financing activities 170,000 - 170,000 Net Increase (Decrease) In Cash 10,862 - 10,862 Cash At The Beginning Of The Period - - - Cash At The End Of The Period $ 10,862 $ - $ 10,862 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - $ - The accompanying notes are an integral part of these financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | Management Compensation For the three months ended March 31, 2021, the Company paid its CEO, President, and CFO an aggregate of $0 as compensation. For the three months ended March 31, 2020, the Company paid its CEO/President/CFO an aggregate of $-0- as compensation. |
CONVERTIBLE NOTES AND NOTES PAY
CONVERTIBLE NOTES AND NOTES PAYABLE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2021 | |
CONVERTIBLE NOTES AND NOTES PAYABLE TO RELATED PARTIES | |
NOTE 6 - CONVERTIBLE NOTES AND NOTES PAYABLE TO RELATED PARTIES | Advances and notes payable to related parties at March 31, 2021 and December 31, 2020 had an outstanding balance of $257,731 and $205,032 respectively. |
NOTES PAYABLE AND DERIVATIVE LI
NOTES PAYABLE AND DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2021 | |
NOTES PAYABLE AND DERIVATIVE LIABILITY | |
NOTE 7 - NOTES PAYABLE AND DERIVATIVE LIABILITY | Notes Payable At the period ended March 31, 2021, the Company had third-party notes payable and accrued interest in the amount of $120,000 compared to $-0- in the prior fiscal year ended December 31, 2020. The notes included notes to four unaffiliated parties at interest rates of between 6% and 8% per year. The notes expired during the 2016 fiscal year and are not secured by collateral of the Company. Several of these notes are in default and the Company is in communication with the holders to resolve these outstanding issues. The notes are convertible into common stock, at the election of the holder, at discounts of between 40% and 50%. Two additional notes, totaling $11,250 are convertible into common stock of the Company at $0.001. Additionally, the Company is carrying $225,200 in notes payable contingent liability representing three (3) prior notes that are either in dispute or the Company is unable to substantiate. Derivative Liability The Company entered into an agreement, which has been accounted for as a derivative. The Company has recorded a loss contingency associated with this agreement because it is both probable that a liability had been incurred and the amount of the loss can reasonably be estimated. The main factors that will affect the fair value of the derivative are the number of the Company’s shares outstanding post acquisition or post offering and the resulting market capitalization. ASC Topic 815 (“ASC 815”) requires that all derivative financial instruments be recorded on the balance sheet at fair value. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company issued warrants and has evaluated the terms and conditions of the conversion features contained in the warrants to determine whether they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the conversion features contained in the warrants represent freestanding derivative instruments that meet the requirements for liability classification under ASC 815. As a result, the fair value of the derivative financial instruments in the warrants is reflected in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments of the warrants was measured at the inception date of the warrants and each subsequent balance sheet date. Any changes in the fair value of the derivative financial instruments are recorded as non-operating, non-cash income, or expense at each balance sheet date. Additionally, the Company has issued convertible notes with variable conversion features resulting in a derivative liability. The Company valued the conversion features in its warrants and convertible notes using the Black-Scholes model. Included in the March 31, 2021 and December 31, 2020 financial statements is a derivative liability in the amount of $1,474,318 and $734,999, respectively, to account for these transaction. It is revalued quarterly henceforth and adjusted as a gain or loss to the consolidated statements of operations depending on its value at that time. Derivative Liability -Warrants March 31, 2021 December 31, 2020 Estimated number of underlying shares -0- 1,427,780 Estimated market price per share $ 0.00 $ 0.00 Exercise price per share $ 0.00 $ 0.00 Expected volatility 0 % 382 % Expected dividends 0 % 0 % Expected term (in years) 0 3.00 Derivative liability $ -0- $ 221,814 Derivative Liability -Convertible Notes March 31, 2021 December 31, 2020 Estimated number of underlying shares 31,421,320 3,422,330 Estimated market price per share $ 0.0608 $ 0.15 Exercise price per share $ .001-.043 $ 0.01 Expected volatility 293.60 % 600 % Expected dividends 0 % 0 % Expected term (in years) 3.00 1.00 Derivative liability $ 1,474,318 $ 513,185 Included in our Consolidated Statements of Operations for the three months ended March 31, 2021 and March 31, 2020 is a loss of $(961,133) and a gain of $3,984 in change of fair value of derivative in non-cash charges pertaining to the derivative liability as it pertains to the gain (loss) on derivative liability and debt discount, respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2021 | |
NOTES PAYABLE AND DERIVATIVE LIABILITY | |
NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | For the three months ended March 31, 2021, and the year ended December 31, 2020, the Company recorded accounts payable and accrued expenses in the amount of $68,744 and $269,526, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9 - COMMITMENTS AND CONTINGENCIES | Contingent Liabilities The Company recorded contingent liabilities for the three months ended March 31, 2021, and the year ended December 31, 2020 in the amount of $-0- and $422,483, respectively. The contingent liability includes $197,283 for settlement of an arbitration plus accrued interest. Additional contingent liabilities has been accounted for in the amount of$150,200 and $75,000 for notes payable. These notes date back to the purchase of the mineral properties with a related party. The Company believes that these notes are to be discharged, however, until additional research and agreements have been reached, the Company is treating the amount as a contingent liability. Legal proceedings On February 24, 2015, the Company was named a defendant in a complaint filed by John Michael Coombs in the Third Judicial District Court in and For Salt Lake County, State of Utah, alleging, among other things, Breach of Contract, in connection with a Warrant Agreement issued by the Company to Mr. Coombs in 2010. Management has informed Mr. Coombs that it fully intends to honor the Warrant Agreement and is in discussions to settle this matter. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2021 | |
CAPITAL STOCK | |
NOTE 10 - CAPITAL STOCK | The Company has authorized 500,000,000 number of shares of common stock with a par value of $0.00001. At March 31, 2021, the Company had 353,524,425 shares issued and outstanding. The Company has authorized 51 shares of preferred stock (Series B) with a par value of $0.001. At March 31, 2021, the Company had 51 shares issued and outstanding. During the three months ended March 31, 2021, no shares of common or preferred shares were issued by the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 11 - SUBSEQUENT EVENTS | In accordance with FASB ASC 855-10, Subsequent Events |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes.” This statement requires an asset and liability approach for accounting for income taxes. The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes,” on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized no liability for unrecognized tax liabilities. The Company has no tax positions at December 31, 2020 and 2019 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. |
Interest Accruals | The Company recognizes interest accrued related to unrecognized tax liabilities in interest expense and penalties in operating expenses. |
Loss Per Share | The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share.” |
Cash and Cash Equivalents | The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Recently Issued Accounting Pronouncements | Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. FASB ASU 2016-02 “Leases Topic 842)” We adopted the standard effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. As of March 31, 2021 we are not a lessor or lessee under any lease arrangements. FASB ASU 2018-02 “Income Statement- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” FASB ASU 2018-03 “Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” – FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
Fair Value of Financial Instruments | The Company’s financial instruments consist principally of cash, amounts due to a related party, accounts payable and accrued expenses, and derivative liabilities. ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a framework for measuring fair value, establish a fair value hierarchy based on the quality of inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. The Company utilizes various types of financing to fund its business needs, including warrants not indexed to the Company’s stock. The Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized in earnings in accordance with ASC 815. The fair value of the derivative instruments are determined based on “Level 3” inputs, which consist of inputs that are both unobservable and significant to the overall fair value measurement. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Financial assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows: Level 1 Financial assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active market that management has the ability to access. Level 2 Financial assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate swaps). Level 3 Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability. When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Balance Balance, December 31, 2020 $ 734,999 Total gains (losses) included in earnings, three months ended March 31, 2021 739,319 Ending balance, March 31, 2021 $ (1,474,318 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reclassification financial assets or liabilities | Balance Balance, December 31, 2020 $ 734,999 Total gains (losses) included in earnings, three months ended March 31, 2021 739,319 Ending balance, March 31, 2021 $ (1,474,318 ) |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
RESTATEMENT (Tables) | |
Summary of reconciliation of the Balance Sheets, Statements of Operations, and Statements of Cash Flows | PREMIER PRODUCTS GROUP, INC. CONSOLIDATED BALANCE SHEETS (unaudited) March 31, 2021 As Reported Restatement Adjustments As Restated ASSETS Cash $ 10,862 $ - $ 10,862 Investments 105,000 $ 105,000 Total Assets $ 115,862 $ - $ 115,862 LIABILITIES & STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued expenses $ 62,980 $ 5,764 $ 68,744 Derivative liability – convertible notes - 1,474,318 1,474,318 Convertible notes – related parties - 71,500 71,500 Convertible notes - 120,000 120,000 Notes payable – related parties 257,231 (71,500 ) 185,731 Notes payable 120,000 (120,000 ) - Total current liabilities 440,211 1,480,082 1,920,293 Total liabilities 440,211 1,480,082 1,920,293 Stockholders' Equity Common stock, $0.00001 par value, 500,000,000 shares authorized, 353,524,425 and 285,555,605 shares issued and outstanding, respectively 3,536 - 3,536 Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares Issued and outstanding, respectively - - - Paid in capital 6,761,817 - 6,761,817 Accumulated deficit (7,089,702 ) (1,480,082 ) (8,569,784 ) Total Stockholders' (Deficit) (324,349 ) (1,480,082 ) (1,804,431 ) Total Liabilities and Stockholders' (Equity) $ 115,862 $ - $ 115,862 PREMIER PRODUCTS GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) For the period ended March 31, 2021 As Reported Restatement Adjustments As Restated Revenue $ - $ - $ - Operating Expenses: Administrative expense 31,130 - 31,130 Professional Fees 23,484 - 23,484 Share based compensation - - - Total operating expenses 54,614 - 54,614 (Loss) from operations (54,614 ) - (54,614 ) Other expense Gain (loss) on derivative liability - (961,133 ) (961,133 ) Interest expense (2,198 ) (4,862 ) (7,060 ) Gain on extinguishment of liabilities 1,160,098 - 1,160,098 Income (loss) before provision for income taxes 1,157,900 (965,995 ) 191,906 Provision for income taxes - - - Net Gain (Loss) $ 1,103,285 $ (965,995 ) $ 137,292 Basic and diluted earnings(loss) per common share $ 0.00 $ - $ 0.00 Weighted average number of shares outstanding 353,524,425 - 353,524,425 PREMIER PRODUCTS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the period ended March 31, 2021 As Reported Restatement Adjustments As Restated Cash Flows From Operating Activities: Net income (loss) $ 1,103,285 $ (965,995 ) $ 137,291 Adjustments to reconcile net income to net cash Loss (gain) on derivative liability - 961,133 961,133 Gain on extinguishment of liabilities (1,160,098 ) - (1,160,098 ) Shares based compensation expense - - - Changes in operating assets and liabilities: Accounts receivable related party - - Accounts payable and accrued expenses 2,675 4,862 7,537 Net cash provided by (used for) operating activities (54,138 ) - (54,138 ) Cash Flows From Investing Activities: Investment in joint venture (105,000 ) - (105,000 ) Net cash provided by (used for) investing activities (105,000 ) - (105,000 ) Cash Flows From Financing Activities: Proceeds from notes payable 170,000 - 170,000 Net cash provided by (used for) financing activities 170,000 - 170,000 Net Increase (Decrease) In Cash 10,862 - 10,862 Cash At The Beginning Of The Period - - - Cash At The End Of The Period $ 10,862 $ - $ 10,862 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - $ - |
NOTES PAYABLE AND DERIVATIVE _2
NOTES PAYABLE AND DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
NOTES PAYABLE AND DERIVATIVE LIABILITY | |
Schedule of Derivative Liability -Warrants | March 31, 2021 December 31, 2020 Estimated number of underlying shares -0- 1,427,780 Estimated market price per share $ 0.00 $ 0.00 Exercise price per share $ 0.00 $ 0.00 Expected volatility 0 % 382 % Expected dividends 0 % 0 % Expected term (in years) 0 3.00 Derivative liability $ -0- $ 221,814 |
Schedule of Derivatile Liabilities-Covertible Notes | Derivative Liability -Convertible Notes March 31, 2021 December 31, 2020 Estimated number of underlying shares 31,421,320 3,422,330 Estimated market price per share $ 0.0608 $ 0.15 Exercise price per share $ .001-.043 $ 0.01 Expected volatility 293.60 % 600 % Expected dividends 0 % 0 % Expected term (in years) 3.00 1.00 Derivative liability $ 1,474,318 $ 513,185 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
SIGNIFICANT ACCOUNTING POLICIES | |
Beginning balance | $ 734,999 |
Total gains (losses) included in earnings | 739,319 |
Ending balance | $ (1,474,318) |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cash | $ 10,862 | $ 0 | ||
Investments | 105,000 | 0 | ||
Total Assets | 115,862 | 0 | ||
Accounts payable and accrued expenses | 68,744 | 269,526 | ||
Derivative liability - convertible notes | 1,474,318 | 513,185 | ||
Convertible notes | 120,000 | 0 | ||
Notes payable - related parties | 185,731 | 173,532 | ||
Total current liabilities | 1,920,293 | 1,941,722 | ||
Total liabilities | 1,920,293 | 1,941,722 | ||
Common stock, $0.00001 par value, 500,000,000 shares authorized, 353,524,425 and 285,555,605 shares issued and outstanding, respectively | 3,536 | 3,536 | ||
Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares Issued and outstanding, respectively | 0 | 0 | ||
Paid in capital | 6,761,817 | 6,761,817 | ||
Accumulated deficit | (8,569,783) | (8,707,075) | ||
Total Stockholders' (Deficit) | (1,804,431) | (1,941,722) | $ (1,176,112) | $ (1,173,182) |
Total Liabilities and Stockholders' (Equity) | 115,862 | $ 0 | ||
As Reported [Member] | ||||
Cash | 10,862 | |||
Investments | 105,000 | |||
Total Assets | 115,862 | |||
Accounts payable and accrued expenses | 62,980 | |||
Derivative liability - convertible notes | 0 | |||
Convertible notes - related parties | 0 | |||
Convertible notes | 0 | |||
Notes payable - related parties | 257,231 | |||
Notes payable | 120,000 | |||
Total current liabilities | 440,211 | |||
Total liabilities | 440,211 | |||
Common stock, $0.00001 par value, 500,000,000 shares authorized, 353,524,425 and 285,555,605 shares issued and outstanding, respectively | 3,536 | |||
Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares Issued and outstanding, respectively | 0 | |||
Paid in capital | 6,761,817 | |||
Accumulated deficit | (7,089,702) | |||
Total Stockholders' (Deficit) | (324,349) | |||
Total Liabilities and Stockholders' (Equity) | 115,862 | |||
Restatement Adjustment [Member] | ||||
Cash | 0 | |||
Investments | 0 | |||
Total Assets | 0 | |||
Accounts payable and accrued expenses | 5,764 | |||
Derivative liability - convertible notes | 1,474,318 | |||
Convertible notes - related parties | 71,500 | |||
Convertible notes | 120,000 | |||
Notes payable - related parties | (71,500) | |||
Notes payable | (120,000) | |||
Total current liabilities | 1,480,082 | |||
Total liabilities | 1,480,082 | |||
Common stock, $0.00001 par value, 500,000,000 shares authorized, 353,524,425 and 285,555,605 shares issued and outstanding, respectively | 0 | |||
Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares Issued and outstanding, respectively | 0 | |||
Paid in capital | 0 | |||
Accumulated deficit | (1,480,082) | |||
Total Stockholders' (Deficit) | (1,480,082) | |||
Total Liabilities and Stockholders' (Equity) | 0 | |||
As Restated [Member] | ||||
Cash | 10,862 | |||
Investments | 105,000 | |||
Total Assets | 115,862 | |||
Accounts payable and accrued expenses | 68,744 | |||
Derivative liability - convertible notes | 1,474,318 | |||
Convertible notes - related parties | 71,500 | |||
Convertible notes | 120,000 | |||
Notes payable - related parties | 185,731 | |||
Notes payable | 0 | |||
Total current liabilities | 1,920,293 | |||
Total liabilities | 1,920,293 | |||
Common stock, $0.00001 par value, 500,000,000 shares authorized, 353,524,425 and 285,555,605 shares issued and outstanding, respectively | 3,536 | |||
Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares Issued and outstanding, respectively | 0 | |||
Paid in capital | 6,761,817 | |||
Accumulated deficit | (8,569,784) | |||
Total Stockholders' (Deficit) | (1,804,431) | |||
Total Liabilities and Stockholders' (Equity) | $ 115,862 |
RESTATEMENT (Details 1)
RESTATEMENT (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 0 | $ 0 |
Administrative expenses | 31,130 | 0 |
Professional Fees | 23,484 | 0 |
Share based compensation | 0 | 0 |
Total operating expenses | 54,614 | 0 |
(Loss) from operations | (54,614) | 0 |
Gain (loss) on derivative liability | (961,133) | 3,984 |
Interest expense | (7,060) | (6,914) |
Gain on extinguishment of liabilities | 1,160,098 | 0 |
Net income (loss) | $ 137,291 | $ (2,930) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 |
Weighted average number of shares outstanding | 353,524,425 | 285,555,605 |
As Reported [Member] | ||
Revenue | $ 0 | |
Administrative expenses | 31,130 | |
Professional Fees | 23,484 | |
Share based compensation | 0 | |
Total operating expenses | 54,614 | |
(Loss) from operations | (54,614) | |
Gain (loss) on derivative liability | 0 | |
Interest expense | (2,198) | |
Gain on extinguishment of liabilities | 1,160,098 | |
Income (loss) before provision for income taxes | 1,157,900 | |
Provision for income taxes | 0 | |
Net income (loss) | $ 1,103,285 | |
Basic and diluted earnings (loss) per common share | $ 0 | |
Weighted average number of shares outstanding | 353,524,425 | |
Restatement Adjustment [Member] | ||
Revenue | $ 0 | |
Administrative expenses | 0 | |
Professional Fees | 0 | |
Share based compensation | 0 | |
Total operating expenses | 0 | |
(Loss) from operations | 0 | |
Gain (loss) on derivative liability | (961,133) | |
Interest expense | (4,862) | |
Gain on extinguishment of liabilities | 0 | |
Income (loss) before provision for income taxes | (965,995) | |
Provision for income taxes | 0 | |
Net income (loss) | $ (965,995) | |
Basic and diluted earnings (loss) per common share | $ 0 | |
Weighted average number of shares outstanding | 0 | |
As Restated [Member] | ||
Revenue | $ 0 | |
Administrative expenses | 31,130 | |
Professional Fees | 23,484 | |
Share based compensation | 0 | |
Total operating expenses | 54,614 | |
(Loss) from operations | (54,614) | |
Gain (loss) on derivative liability | (961,133) | |
Interest expense | (7,060) | |
Gain on extinguishment of liabilities | 1,160,098 | |
Income (loss) before provision for income taxes | 191,906 | |
Provision for income taxes | 0 | |
Net income (loss) | $ 137,291 | |
Basic and diluted earnings (loss) per common share | $ 0 | |
Weighted average number of shares outstanding | 353,524,425 | |
Net Gain (Loss) | $ 137,292 |
RESTATEMENT (Details 2)
RESTATEMENT (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net income (loss) | $ 137,291 | $ (2,930) |
Share based compensation | 0 | 0 |
Accounts receivable related party | 0 | |
Accounts payable and accrued expenses | 6,536 | 6,914 |
Net cash provided by (used for) operating activities | (54,138) | 0 |
Net cash provided by (used for) investing activities | (105,000) | 0 |
Proceeds from notes payable | 88,500 | 0 |
Net cash provided by (used for) financing activities | 88,500 | 0 |
Net Increase (Decrease) In Cash | (70,638) | 0 |
Cash paid for interest | 0 | $ 0 |
Restatement Adjustment [Member] | ||
Net income (loss) | (965,995) | |
Share based compensation | 0 | |
Accounts receivable related party | 0 | |
Loss (gain) on derivative liabilities | 961,333 | |
Gain on extinguishment of liability | 0 | |
Accounts payable and accrued expenses | 4,862 | |
Net cash provided by (used for) operating activities | 0 | |
Investment in joint venture | 0 | |
Net cash provided by (used for) investing activities | 0 | |
Proceeds from notes payable | 0 | |
Net cash provided by (used for) financing activities | 0 | |
Net Increase (Decrease) In Cash | 0 | |
Cash At The Beginning Of The Period | 0 | |
Cash At The End Of The Period | 0 | |
Cash paid for interest | 0 | |
As Restated [Member] | ||
Net income (loss) | 137,291 | |
Share based compensation | 0 | |
Accounts receivable related party | 0 | |
Loss (gain) on derivative liabilities | 961,333 | |
Gain on extinguishment of liability | (1,160,098) | |
Accounts payable and accrued expenses | 7,537 | |
Net cash provided by (used for) operating activities | (54,138) | |
Investment in joint venture | (105,000) | |
Net cash provided by (used for) investing activities | (105,000) | |
Proceeds from notes payable | 170,000 | |
Net cash provided by (used for) financing activities | 170,000 | |
Net Increase (Decrease) In Cash | 10,862 | |
Cash At The Beginning Of The Period | 0 | |
Cash At The End Of The Period | 10,862 | |
Cash paid for interest | 0 | |
As Reported [Member] | ||
Net income (loss) | 1,103,285 | |
Share based compensation | 0 | |
Accounts receivable related party | 0 | |
Loss (gain) on derivative liabilities | 0 | |
Gain on extinguishment of liability | (1,160,098) | |
Accounts payable and accrued expenses | 2,675 | |
Net cash provided by (used for) operating activities | (54,138) | |
Investment in joint venture | (105,000) | |
Net cash provided by (used for) investing activities | (105,000) | |
Proceeds from notes payable | 170,000 | |
Net cash provided by (used for) financing activities | 170,000 | |
Net Increase (Decrease) In Cash | 10,862 | |
Cash At The Beginning Of The Period | 0 | |
Cash At The End Of The Period | 10,862 | |
Cash paid for interest | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CEO, President, and CFO [Member] | ||
Compensation and bonuses | $ 0 | $ 0 |
CONVERTIBLE AND NOTES PAYABLE T
CONVERTIBLE AND NOTES PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CONVERTIBLE AND NOTES PAYABLE TO RELATED PARTIES (Details Narrative) | ||
Due to related party | $ 257,731 | $ 205,032 |
NOTES PAYABLE AND DERIVATIVE _3
NOTES PAYABLE AND DERIVATIVE LIABILITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Convertible Notes [Member] | ||
Estimated number of underlying shares | 31,421,320 | 3,422,330 |
Estimated market price per share | $ 0.0608 | $ 0.15 |
Exercise price per share | $ 0.01 | |
Expected volatility | 293.60% | 600.00% |
Expected dividends | 0.00% | 0.00% |
Expected term (in years) | 3 years | 1 year |
Derivative liability | $ 1,474,318 | $ 513,185 |
Convertible Notes [Member] | Minimum [Member] | ||
Exercise price per share | $ 0.001 | |
Convertible Notes [Member] | Maximum [Member] | ||
Exercise price per share | $ 0.043 | |
Warrant [Member] | ||
Estimated number of underlying shares | 0 | 1,427,780 |
Estimated market price per share | $ 0 | $ 0 |
Exercise price per share | $ 0 | $ 0 |
Expected volatility | 0.00% | 382.00% |
Expected dividends | 0.00% | 0.00% |
Expected term (in years) | 0 years | 3 years |
Derivative liability | $ 0 | $ 221,814 |
NOTES PAYABLE AND DERIVATIVE _4
NOTES PAYABLE AND DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related party notes payable and accrued interest | $ 120,000 | $ 0 | |
Gain (loss) on derivative liability | (961,133) | $ 3,984 | |
Convertible notes payable | 120,000 | 0 | |
Notes payable contingent liability | 225,200 | ||
Derivative liability - convertible notes | $ 1,474,318 | 513,185 | |
Maximum [Member] | |||
Discount rate | 50.00% | ||
Interest rate | 8.00% | ||
Minimum [Member] | |||
Discount rate | 40.00% | ||
Interest rate | 6.00% | ||
Convertible Notes [Member] | |||
Derivative liability - convertible notes | $ 1,474,318 | $ 734,999 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CONVERTIBLE AND NOTES PAYABLE TO RELATED PARTIES (Details Narrative) | ||
Accounts payable and accrued expenses | $ 68,744 | $ 269,526 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
COMMITMENTS AND CONTINGENCIES | ||
Contingent liability | $ 0 | $ 422,483 |
Accrued interest and fees | 197,283 | |
Notes payable | $ 150,200 | $ 75,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
CAPITAL STOCK (Details Narrative) | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 353,524,425 | 285,555,605 |
Common stock,shares outstanding | 353,524,425 | 285,555,605 |
Preferred stock, shares authorized | 51 | 51 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 51 | 51 |
Preferred stock, shares outstanding | 51 | 51 |