Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Nov. 09, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Premier Product Group, Inc. | |
Entity Central Index Key | 0001301838 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-25 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $ 1,256,445 | |
Entity Common Stock, Shares Outstanding | 285,555,605 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash | ||
Total Current Assets | ||
TOTAL ASSETS | ||
Liabilities | ||
Accounts payable and accrued expenses | 268,099 | 237,340 |
Contingent liability - legal | 197,283 | 197,283 |
Contingent liability - notes | 225,200 | 225,200 |
Derivative liability - warrants | 5,941 | 7,254 |
Notes payable – related parties | 163,916 | 109,610 |
Notes payable | 312,743 | 294,681 |
Total Current Liabilities | 1,173,182 | 1,071,368 |
Total Liabilities | 1,173,182 | 1,071,368 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, authorized, 285,555,605 and 220,211,936 shares issued and outstanding, respectively. | 2,856 | 2,856 |
Preferred stock (Series B), $0.001 par value, 51 shares authorized, 51 and 51 shares issued and outstanding, respectively | ||
Paid-in capital | 6,253,949 | 6,253,949 |
Accumulated deficit | (7,429,987) | (7,328,173) |
Total Stockholders' (Deficit) | (1,173,182) | (1,071,368) |
TOTAL LIABILITIES AND STOCKHOLDERS' (EQUITY) |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 285,555,605 | 285,555,605 |
Common stock,shares outstanding | 285,555,605 | 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 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
Administrative expense | 15,000 | 83,045 |
General & Administrative | 2,493 | |
Professional Fees | 60,720 | 67,109 |
Total expenses | 75,720 | 152,647 |
LOSS FROM OPERATIONS | (75,720) | (152,647) |
Other Expenses | ||
Gain (loss) on derivative liability | 1,313 | (412) |
Interest Expense | (27,407) | (28,623) |
Loss on issuance of shares for debt | (980,874) | |
Gain (loss) before income taxes | (26,094) | (1,009,909) |
Provision for income taxes | ||
Net income (loss) | $ (101,814) | $ (1,162,556) |
Basic and diluted earnings(loss) per common share | $ 0 | $ 0 |
Weighted average number of shares outstanding | 285,555,605 | 285,555,605 |
Statements of Changes in Shareh
Statements of Changes in Shareholders Deficit - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 2,202 | $ 5,228,556 | $ (6,165,616) | $ (934,858) | |
Beginning Balance (in shares) at Dec. 31, 2017 | 220,211,936 | 51 | |||
Retirement of debt | $ 653 | 1,025,392 | 1,026,045 | ||
Retirement of debt, shares | 65,343,669 | ||||
Net income (loss) | (1,162,556) | (1,162,556) | |||
Ending Balance at Dec. 31, 2018 | $ 2,855 | 6,253,948 | (7,328,172) | (1,071,368) | |
Ending Balance (in shares) at Dec. 31, 2018 | 285,555,605 | 51 | |||
Net income (loss) | (101,814) | (101,814) | |||
Ending Balance at Dec. 31, 2019 | $ 2,856 | $ 6,253,949 | $ (7,429,987) | $ (1,173,182) | |
Ending Balance (in shares) at Dec. 31, 2019 | 285,555,605 | 51 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (101,814) | $ (1,162,556) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) in derivative liability | (1,313) | 412 |
Loss on issuance of shares for debt | (980,874) | |
Changes in operating assets and liabilities: | ||
Increase in contingent liabilities | 10,000 | |
Stock issued for discharge of debt | 45,172 | |
Accounts payable and accrued expenses | 51,568 | 28,168 |
Net cash provided by (used for) operating activities | (51,559) | (97,930) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash provided by (used for) investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 51,559 | 97,846 |
Net cash provided by (used for) financing activities | 51,559 | 97,846 |
NET INCREASE (DECREASE) IN CASH | (84) | |
CASH AT BEGINNING OF PERIOD | 84 | |
CASH AT END OF PERIOD | ||
CASH PAID FOR: | ||
Interest | ||
NON-CASH FINANCING ACTIVITIES | ||
Common stock issued to retire debt and accrued interest | $ 1,025,392 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Premier Products Group. Inc (“the Company”) was organized under the laws of the State of Utah on November 14, 1979 as Valley High Oil, Gas & Minerals, Inc. In April 2004, the Company reincorporated into the state of Nevada by merging with Valley High Mining, Inc, a Nevada corporation and wholly owned subsidiary of the Company, which was incorporated on February 27, 2004. The Nevada corporation was the surviving entity. The Company changed its domicile to the state of Wyoming on February 3, 2016 and changed its name to Premier Products Group, Inc. in April 2016. During the current fiscal year, the Company changed its domicile to the state of Delaware in February of 2018. 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 on December 31, 2019 and 2018 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. 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. 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. 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 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern [Abstract] | |
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. |
Non-Consolidated Financial Info
Non-Consolidated Financial Information | 12 Months Ended |
Dec. 31, 2019 | |
Advances and Notes Payable to Related Parties [Abstract] | |
NON-CONSOLIDATED FINANCIAL INFORMATION | NOTE 3 – NON-CONSOLIDATED FINANICAL INFORMATION ASSETS & LIABILITIES – Year Ended December 31, 2019 PARENT SUBSIDIARY ASSETS Current Assets Total Cash on hand 0.00 0.00 Total Current Assets 0.00 0.00 Fixed Assets 0.00 0.00 TOTAL ASSETS 0.00 0.00 Liabilities Accounts payable and accrued expenses $ 62,980 $ 205,119 Contingent liability – legal — 197,283 Contingent liability – notes — 225,200 Derivative liability – warrants — 5,941 Notes payable – related parties 163,916 — Notes payable — 312,743 Total Current Liabilities 226,896 938,001 Total Liabilities $ 226,986 $ 946,286 STATEMENTS OF OPERATION – Year Ended December 31, 2019 PARENT SUBSIDIARY REVENUES COST OF GOOD - - GROSS PROFIT - - OPERATING EXPENSES Administrative expense 15,000 0 General and administrative 0 0 Professional Fees 60,720 0 TOTAL OPERATING EXPENSES 75,720 0 LOSS FROM OPERATIONS (75,720 ) 0 OTHER INCOME (EXPENSES) Gain (loss) on derivative liability — 1,313 Interest expense (7,197 ) (20,209 ) Total Other Income (Expense) (7,197 ) (18,897 ) GAIN (LOSS) BEFORE INCOME TAXES (82,917 ) (18,897 ) Provision for income taxes — — NET INCOME (LOSS) $ (82,917 ) $ (18,897 ) |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS Management Compensation For the fiscal years ended December 31, 2019 and 2018, the Company paid or accrued to its CEO, CFO, and President an aggregate of $0 in compensation and bonuses. Office Space For the fiscal years ended December 31, 2019 and 2018, the utilized approximately 400 square feet of executive office space in Silver Spring, MD, without charge, on a month to month basis from the CEO. |
Advances and Notes Payable to R
Advances and Notes Payable to Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable To Related Party Abstract | |
ADVANCES AND NOTES PAYABLE TO RELATED PARTIES | NOTE 5 – ADVANCES AND NOTES PAYABLE TO RELATED PARTIES Advances and notes payable to related parties for December 31, 2019 were $163,916. Advances and notes payable to related parties for December 31, 2018 were $109,610. |
Notes Payable and Derivative Li
Notes Payable and Derivative Liability | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
NOTES PAYABLE AND DERIVATIVE LIABILITY | NOTE 6 – NOTES PAYABLE AND DERIVATIVE LIABILITY Notes Payable At fiscal year ended December 31, 2019 and December 31, 2018, the Company had third party notes payable and accrued interest in the amount of $476,659 compared to $404,291, respectively. The notes included notes to eleven unaffiliated parties at interest rates of between 6% and 10% per year. The notes expire between 2015 and 2019 fiscal years 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 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. The Company valued the conversion features in its warrants using the Black-Scholes model. The Black-Scholes model values the embedded derivatives based on a risk-free rate of return of 0.0131%, grant dates at December 31, 2017 and December 31, 2018, the term of the warrant extending 3 years from the date of a “reverse merger”, conversion of warrant shares is equal to 0.005% of the then outstanding common stock of the company, the conversion price is $0.001, current stock prices on the measurement date ranging from $0.0044 to $0.0255, and the computed measure of the Company’s stock volatility, ranging from 220% to 382%. Included in the December 31, 2019 and 2018 financial statements is a derivative liability in the amount of $5,941 and $7,254, respectively, to account for this 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. Included in our Consolidated Statements of Operations for the years ended December 31, 2019 and 2018 are $1,313 and $(412) 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. Derivative Liability December 31, 2019 December 31, 2018 Estimated number of underlying shares 1,427,780 1,101,060 Estimated market price per share $ 0.00 $ 0.00 Exercise price per share $ 0.00 $ 0.00 Expected volatility 382 % 417 % Expected dividends 0 % 0 % Expected term (in years) 3.00 3.00 The following presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis on December 31, 2019. These items are included in “derivative liability” on the consolidated balance sheet. Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total December 31, 2018 Liabilities: Derivative liability $ — $ — $ 7,254 $ 7,254 Total liabilities at fair value $ — $ — $ 7,254 $ 7,254 December 31, 2019 Liabilities: Derivative liability $ — $ — $ 5,941 $ 5,941 Total liabilities at fair value $ — $ — $ 5,941 $ 5,941 The main factors that will affect the fair value of the derivative are the number of shares outstanding post acquisition or post offering and the resulting market capitalization. In order to estimate a range for the potential contingent liability, the Company estimated the future number of surviving shares and resulting market cap from a reverse merger based on a sample of reverse mergers completed by OTCBB companies during 2019 and 2018. The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2019 and 2018: 2019 2018 Beginning balance, January 1, $ (7,254 ) $ (6,842 ) Total gains (losses) included in earnings 1,313 (412 ) Ending balance, December 31, $ (5,941 ) $ (7,254 ) |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES For the fiscal year ended December 31, 2019 and 2018, the Company recorded accounts payable and accrued expenses in the amounts of $268,099 and $237,240, respectively. The accounts payable and accrued expenses are a combination of legal and professional fees. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | NOTE 8 – CAPITAL STOCK The Company has authorized 500,000,000 shares of common stock with a par value of $0.0001. On December 31, 2019 and 2018, the Company had 285,555,605 shares issued and outstanding. During the year ended December 31, 2018, the Company moved its domicile from Wyoming to Delaware and affirmed its par valued at $0.00001 per share. During the year ended December 31, 2018 a total of 65,343,669 shares of common stock were issued for the retirement of $45,172 in debt and accrued interest. The Company recognized a combined loss of $ 980,874 on the conversions. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 21% marginal tax rate by the cumulative net operating losses of $2,052,107. The total valuation allowance is equal to the total deferred tax asset. The tax effects of significant items comprising the Company's net deferred taxes as of December 31, 2019 and 2018 were as follows: 2019 2018 Cumulative net operating losses $ 2,197,661 $ 2,095,847 Deferred tax assets: (21% Federal, 0% Delaware) Net operating loss carry forwards 461,509 440,128 Valuation allowance (461,509 ) (440,128 ) $ — $ — The income tax provision differs from the amount of income tax determined by applying the combined U.S. federal and state income tax rates of 21% to pretax income from continuing operations for the years ended December 31, 2019 and 2018 due to the following: 2019 2018 Tax benefit at statutory rate $ (22,694 ) $ (2,884 ) (Gain) loss on derivative liability 1,313 412 Change in valuation allowance 21,381 2,472 Actual tax expense $ — $ — The Company’s net operating loss carry forwards of approximately $2,197,661 expire in various years through 2038. The Company has not evaluated the impact of possible limitations on the utilization of its net operating loss carry forwards in future years under Section 382, if any, as a result of any changes in control. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Contingent Liabilities The Company recorded contingent liabilities for the fiscal year ended December 31, 2018 in the amount of $422,483. The contingent liability includes $197,283 for settlement of an arbitration dispute plus accrued interest and fees, and a $75,000 note payable, as further defined below, and two additional prior notes payable in the amount $10,000 and $140,200. The Company was notified through its confirmation process that a prior law firm intends to file for the collection of prior fees accrued to them in the amount of $92,000. The Company has included penalties and interest in the amount of $14,884 in its payables to account for the possible loss for a total of $106,884. Former CEO Fraud / Maleficence In October 2015, the Company entered into an agreement with Iconic Holdings (“Iconic”) with our then current CEO, Richard Johnson (“Johnson”). The note on the books for $30,000 was intended to go to a law firm for preparing an S-1 in the amount of $5,000,000, according to the executed term sheet. It is known that based on the financial status of Valley High Mining at the time, there was no way a $5,000,000 S-1 was going to get approved. Two things happened during that transaction, 1) Iconic did not send the funds to the law firm as was stated in the Term Sheet, it was sent to the Company whereby Johnson paid some of the funds to himself; and 2) Iconic executed a "2nd Note" of $75,000 as consideration for the S-1, but no real consideration was given, except to say that Iconic would provide the S-1 funding, which was not possible. The events were all presented to Iconic, including the fact that Johnson signed it as sole director and never had Board consent (from Peter Bianchi, the second director at the time). Iconic agreed that it did not add up. The Company stated that Iconic should not be held accountable for Johnson's potential fraudulent act and that the Company would honor the $30,000 ($25,000 net amount) that Iconic wired to the Company. However, assuming that Iconic is familiar with S-1 filings and the funding in the amount of $5,000,000, they should know that the deal structure was not plausible, and therefore no consideration was being given for the $75,000 second note. Therefore, Iconic should have no claim to the second note and the Company will take legal action to defend (including both notes for fraud if needed). However, an additional second contingency for the face value of the $75,000 note is being added as a legal contingency until the matter is resolved. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11: SUBSEQUENT EVENTS In September 2020, the Company obtained a new federal tax identification number 85-3285491. The prior federal tax identification number is attached to Valley High Mining Company our subsidiary and former parent company. 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. The Company carries this liability on its balance sheet as a derivative liability. In March 2014, the Company entered into a settlement agreement with one of its former CEO’s Andrew Telsey. A dispute arose with respect to the Company’s performance under such settlement agreement and, in accordance with the terms of such agreement, such party moved for arbitration to resolve such dispute. An agreement was reached in April 2015 during arbitration; however, the Company was unable to perform under the settlement agreement. The Company has recorded a liability in the amount of $125,000, plus accrued interest and fees, to account for a total liability of $187,283, which was recorded as a judgment amount in September 2016. The Company was notified through its confirmation process that a prior law firm intends to file for the collection of prior fees accrued to them in the amount of $92,000. The Company has not stated a position related to the accrual or outcome of the amount, but the Company has included penalties and interest in the amount of $14,884 in its payables to account for the possible loss for a total of $106,884. Derivative Liability As described in Note 6, the Company entered into a warrant agreement which has been accounted for as a derivative. The Company has accrued 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 fair value of this liability is closely linked to whether the Company enters a reverse merger, initiates a public offering of stock or engages in a similar transaction. The Company believes that the realization of one or more of these events in the near future is probable and when realized, it could have a material effect on the value of the derivative liability recorded. The main factors that will affect the fair value of the derivative are the number of shares outstanding post acquisition or post offering and the resulting market capitalization. In order to estimate a range for the potential contingent liability, the Company utilized the Black-Scholes method in calculating the value of the warrant derivative. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization | Organization Premier Products Group. Inc (“the Company”) was organized under the laws of the State of Utah on November 14, 1979 as Valley High Oil, Gas & Minerals, Inc. In April 2004, the Company reincorporated into the state of Nevada by merging with Valley High Mining, Inc, a Nevada corporation and wholly owned subsidiary of the Company, which was incorporated on February 27, 2004. The Nevada corporation was the surviving entity. The Company changed its domicile to the state of Wyoming on February 3, 2016 and changed its name to Premier Products Group, Inc. in April 2016. During the current fiscal year, the Company changed its domicile to the state of Delaware in February of 2018. |
Use of Estimates | 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 | 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 on December 31, 2019 and 2018 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. |
Loss Per Share | 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 | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | 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. |
Recently Issued Accounting Pronouncements | 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 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. |
Non-Consolidated Financial In_2
Non-Consolidated Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Non-consolidated Financial Information | |
Schedule of non-consolidated financial information | ASSETS & LIABILITIES – Year Ended December 31, 2019 PARENT SUBSIDIARY ASSETS Current Assets Total Cash on hand 0.00 0.00 Total Current Assets 0.00 0.00 Fixed Assets 0.00 0.00 TOTAL ASSETS 0.00 0.00 Liabilities Accounts payable and accrued expenses $ 62,980 $ 205,119 Contingent liability – legal — 197,283 Contingent liability – notes — 225,200 Derivative liability – warrants — 5,941 Notes payable – related parties 163,916 — Notes payable — 312,743 Total Current Liabilities 226,896 938,001 Total Liabilities $ 226,986 $ 946,286 STATEMENTS OF OPERATION – Year Ended December 31, 2019 PARENT SUBSIDIARY REVENUES COST OF GOOD - - GROSS PROFIT - - OPERATING EXPENSES Administrative expense 15,000 0 General and administrative 0 0 Professional Fees 60,720 0 TOTAL OPERATING EXPENSES 75,720 0 LOSS FROM OPERATIONS (75,720 ) 0 OTHER INCOME (EXPENSES) Gain (loss) on derivative liability — 1,313 Interest expense (7,197 ) (20,209 ) Total Other Income (Expense) (7,197 ) (18,897 ) GAIN (LOSS) BEFORE INCOME TAXES (82,917 ) (18,897 ) Provision for income taxes — — NET INCOME (LOSS) $ (82,917 ) $ (18,897 ) |
Notes Payable and Derivative _2
Notes Payable and Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of fair value of derivative liability | December 31, 2019 December 31, 2018 Estimated number of underlying shares 1,427,780 1,101,060 Estimated market price per share $ 0.00 $ 0.00 Exercise price per share $ 0.00 $ 0.00 Expected volatility 382 % 417 % Expected dividends 0 % 0 % Expected term (in years) 3.00 3.00 |
Summary of fair value hierarchy for assets and liabilities | Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total December 31, 2018 Liabilities: Derivative liability $ — $ — $ 7,254 $ 7,254 Total liabilities at fair value $ — $ — $ 7,254 $ 7,254 December 31, 2019 Liabilities: Derivative liability $ — $ — $ 5,941 $ 5,941 Total liabilities at fair value $ — $ — $ 5,941 $ 5,941 |
Reconciliation of the beginning and ending balances for assets and liabilities | 2019 2018 Beginning balance, January 1, $ (7,254 ) $ (6,842 ) Total gains (losses) included in earnings 1,313 (412 ) Ending balance, December 31, $ (5,941 ) $ (7,254 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of net deferred taxes | 2019 2018 Cumulative net operating losses $ 2,197,661 $ 2,095,847 Deferred tax assets: (21% Federal, 0% Delaware) Net operating loss carry forwards 461,509 440,128 Valuation allowance (461,509 ) (440,128 ) $ — $ — |
Summary of income tax provision | 2019 2018 Tax benefit at statutory rate $ (22,694 ) $ (2,884 ) (Gain) loss on derivative liability 1,313 412 Change in valuation allowance 21,381 2,472 Actual tax expense $ — $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of significant accounting policies (Textual) | |
Incorporation date | Feb. 27, 2004 |
Non-Consolidated Financial In_3
Non-Consolidated Financial Information (Balance Sheet- Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Total Cash on hand | ||
Total Current Assets | ||
TOTAL ASSETS | ||
Liabilities | ||
Accounts payable and accrued expenses | 268,099 | 237,340 |
Contingent liability – notes | 225,200 | 225,200 |
Derivative liability – warrants | 5,941 | 7,254 |
Notes payable – related parties | 5,941 | 7,254 |
Notes payable | 312,743 | 294,681 |
Total Current Liabilities | 1,173,182 | 1,071,368 |
Total Liabilities | 1,173,182 | $ 1,071,368 |
Parent | ||
Current Assets | ||
Total Cash on hand | ||
Total Current Assets | ||
TOTAL ASSETS | ||
Liabilities | ||
Accounts payable and accrued expenses | 62,980 | |
Derivative liability – warrants | 163,916 | |
Notes payable – related parties | 163,916 | |
Notes payable | ||
Total Current Liabilities | 226,896 | |
Total Liabilities | 226,986 | |
Subsidiary | ||
Current Assets | ||
Total Cash on hand | ||
Total Current Assets | ||
TOTAL ASSETS | ||
Liabilities | ||
Accounts payable and accrued expenses | 205,119 | |
Contingent liability – legal | 197,283 | |
Contingent liability – notes | 225,200 | |
Derivative liability – warrants | ||
Notes payable – related parties | ||
Notes payable | 312,743 | |
Total Current Liabilities | 938,001 | |
Total Liabilities | $ 946,286 |
Non-Consolidated Financial In_4
Non-Consolidated Financial Information (Statement of Operations- Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUES | ||
OPERATING EXPENSES | ||
Professional Fees | 60,720 | 67,109 |
Total expenses | 75,720 | 152,647 |
LOSS FROM OPERATIONS | (75,720) | (152,647) |
OTHER INCOME (EXPENSES) | ||
Gain (loss) on derivative liability | 1,313 | (412) |
Interest expense | (27,407) | (28,623) |
Gain (loss) before income taxes | (26,094) | (1,009,909) |
Provision for income taxes | ||
Net income (loss) | (101,814) | $ (1,162,556) |
Parent | ||
REVENUES | ||
COST OF GOOD | ||
GROSS PROFIT | ||
OPERATING EXPENSES | ||
Administrative expense | 15,000 | |
General and administrative | 0 | |
Professional Fees | 60,720 | |
Total expenses | 75,720 | |
LOSS FROM OPERATIONS | (75,720) | |
OTHER INCOME (EXPENSES) | ||
Gain (loss) on derivative liability | ||
Interest expense | (7,197) | |
Total Other Income (Expense) | (7,197) | |
Gain (loss) before income taxes | (82,917) | |
Provision for income taxes | ||
Net income (loss) | (82,917) | |
Subsidiary | ||
REVENUES | ||
COST OF GOOD | ||
GROSS PROFIT | ||
OPERATING EXPENSES | ||
Administrative expense | 0 | |
General and administrative | 0 | |
Professional Fees | 0 | |
Total expenses | 0 | |
LOSS FROM OPERATIONS | 0 | |
OTHER INCOME (EXPENSES) | ||
Gain (loss) on derivative liability | 1,313 | |
Interest expense | (20,209) | |
Total Other Income (Expense) | (18,897) | |
Gain (loss) before income taxes | (18,897) | |
Provision for income taxes | ||
Net income (loss) | $ (18,897) |
Notes Payable and Derivative _3
Notes Payable and Derivative Liability (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of fair value of derivative liability | ||
Estimated number of underlying shares | 1,427,780 | 1,101,060 |
Estimated market price per share | $ 0 | $ 0 |
Expected volatility | 382.00% | 417.00% |
Expected dividends | 0.00% | 0.00% |
Expected term (in years) | 3 years | 3 years |
Notes Payable and Derivative _4
Notes Payable and Derivative Liability (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Derivative Liability | $ 5,941 | $ 7,254 |
Total liabilities at fair value | 5,941 | 7,254 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Total liabilities at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative Liability | 5,941 | 7,254 |
Total liabilities at fair value | $ 5,941 | $ 7,254 |
Notes Payable and Derivative _5
Notes Payable and Derivative Liability (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ (7,254) | $ (6,842) |
Total gains (losses) included in earnings | 1,313 | (412) |
Ending balance | $ (5,941) | $ (7,254) |
Accounts Payable And Accrued _2
Accounts Payable And Accrued Expenses (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 268,099 | $ 237,240 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Cumulative net operating losses | $ 2,197,661 | $ 2,095,847 |
Deferred tax assets: (21% Federal, 0% Delaware) | ||
Net operating loss carry forwards | 461,509 | 440,128 |
Valuation allowance | (461,509) | (440,128) |
Deferred tax assets, net |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at statutory rate | $ (22,694) | $ (2,884) |
(Gain) loss on derivative liability | 1,313 | 412 |
Change in valuation allowance | 21,381 | 2,472 |
Actual tax expense |