Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Oct. 19, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Premier Product Group, Inc. | |
Entity Central Index Key | 0001301838 | |
Amendment Flag | true | |
Amendment Description | This amendment is being filed to comply with regulations. | |
Current Fiscal Year End Date | --11-25 | |
Document Type | 10-Q/A | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 285,555,605 | |
Entity Ex Transition Period | false | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | No | |
Entity Incorporation State Country Code | MI | |
Entity File Number | 000-51232 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash | $ 0 | $ 0 |
Total Current Assets | 0 | 0 |
TOTAL ASSETS | 0 | 0 |
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 | 5,707 | 7,254 |
Notes payable – related parties | 159,175 | |
Notes payable | 303,540 | 404,291 |
Total Current Liabilities | 1,159,004 | 1,071,368 |
Total Liabilities | 1,159,004 | 1,071,368 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.00001 par value, 500,000,000 shares authorized, 285,555,605 and 285,555,605 shares issued and outstanding, respectively | 2,856 | 2,856 |
Preferred stock (Series B), $0.001 par value, 51 shares authorized, and 51 shares issued and outstanding, respectively | ||
Paid-in Capital | 6,253,949 | 6,253,949 |
Accumulated deficit | (7,415,809) | (7,328,173) |
Total Stockholders' Equity (Deficit) | (1,159,004) | (1,071,368) |
TOTAL LIABILITIES AND EQUITY | $ 0 | $ 0 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 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 ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
COST OF GOODS | ||||
GROSS PROFIT | ||||
OPERATING EXPENSES | ||||
Administrative expense | 15,000 | 8,045 | ||
General and Administrative | 1,993 | |||
Professional Fees | 1,107 | 60,720 | 8,083 | |
TOTAL OPERATING EXPENSES | 1,107 | 75,720 | 18,121 | |
LOSS FROM OPERATIONS | (1,107) | (75,720) | (18,121) | |
OTHER EXPENSE | ||||
Gain (Loss) on Derivative Liability | 2,834 | 4,918 | 1,547 | (2,110) |
Interest Expense | (6,852) | (6,864) | (13,463) | (13,762) |
Loss on issuance of shares for debt | (980,874) | |||
Gain (loss) before income taxes | (4,018) | (1,946) | (11,916) | (996,746) |
Provision for income taes | ||||
Net income (loss) | $ 5,125 | $ 1,946 | $ (87,636) | $ (1,014,867) |
Basic and diluted earnings(loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding | 285,555,605 | 285,555,605 | 285,555,605 | 281,435,604 |
Statement - Consolidated Statem
Statement - Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings / 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) | (1,009,741) | (1,009,741) | |||
Ending Balance at Mar. 31, 2018 | $ 2,855 | 6,253,948 | (7,175,357) | (918,553) | |
Ending Balance (in shares) at Mar. 31, 2018 | 285,555,605 | 51 | |||
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 | |||
Net income (loss) | 1,014,867 | ||||
Ending Balance at Jun. 30, 2018 | $ 2,855 | 6,253,948 | (7,180,483) | (923,678) | |
Ending Balance (in shares) at Jun. 30, 2018 | 285,555,605 | 51 | |||
Beginning Balance at Mar. 31, 2018 | $ 2,855 | 6,253,948 | (7,175,357) | (918,553) | |
Beginning Balance (in shares) at Mar. 31, 2018 | 285,555,605 | 51 | |||
Net income (loss) | (5,126) | (1,946) | |||
Ending Balance at Jun. 30, 2018 | $ 2,855 | 6,253,948 | (7,180,483) | (923,678) | |
Ending Balance (in shares) at Jun. 30, 2018 | 285,555,605 | 51 | |||
Beginning Balance at Dec. 31, 2018 | $ 2,856 | 6,253,949 | (7,328,173) | (1,071,368) | |
Beginning Balance (in shares) at Dec. 31, 2018 | 285,555,605 | 51 | |||
Net income (loss) | (85,690) | (85,690) | |||
Ending Balance at Mar. 31, 2019 | $ 2,856 | 6,253,949 | (7,413,863) | (1,157,058) | |
Ending Balance (in shares) at Mar. 31, 2019 | 285,555,605 | 51 | |||
Beginning Balance at Dec. 31, 2018 | $ 2,856 | 6,253,949 | (7,328,173) | (1,071,368) | |
Beginning Balance (in shares) at Dec. 31, 2018 | 285,555,605 | 51 | |||
Net income (loss) | 87,636 | ||||
Ending Balance at Jun. 30, 2019 | $ 2,856 | 6,253,949 | (7,415,809) | (1,159,004) | |
Ending Balance (in shares) at Jun. 30, 2019 | 285,555,605 | 51 | |||
Beginning Balance at Mar. 31, 2019 | $ 2,856 | 6,253,949 | (7,413,863) | (1,157,058) | |
Beginning Balance (in shares) at Mar. 31, 2019 | 285,555,605 | 51 | |||
Net income (loss) | (1,946) | (5,125) | |||
Ending Balance at Jun. 30, 2019 | $ 2,856 | $ 6,253,949 | $ (7,415,809) | $ (1,159,004) | |
Ending Balance (in shares) at Jun. 30, 2019 | 285,555,605 | 51 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 87,636 | $ 1,014,867 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (gain) in derivative liability | (1,547) | 2,110 |
Loss on issuance of shares for debt | 980,874 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 37,624 | 7,194 |
Net cash provided by (used for) operating activities | (51,559) | (24,689) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash provided by (used for) investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 51,559 | 24,605 |
Net cash provided by (used for) financing activities | 51,559 | 24,605 |
NET INCREASE (DECREASE) IN CASH | (84) | |
CASH AT BEGINNING OF PERIOD | 0 | 84 |
CASH AT END OF PERIOD | 0 | |
CASH PAID FOR: | ||
Interest | ||
NON-CASH FINANCING ACTIVITIES | ||
Common stock issued to retire debt and accrued interest | $ 45,172 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
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 April 15, 2019. The results of operations for the period ended March 31, 2019 are not necessarily indicative of the operating results for the full year. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
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, 2018 and 2017 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 June 30, 2019 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 forward, January 1, 2018 $ (6,842 ) Total gains (losses) included in earnings, FY 2018 (412 ) Balance, December 31, 2018 $ (7,254 ) Total gains (losses) included in earnings, six months ended June 30, 2019 1,547 Ending balance, June 30, 2019 $ (5,707 ) |
Non-Consolidated Financial Info
Non-Consolidated Financial Information | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
NON-CONSOLIDATED FINANCIAL INFORMATION | NOTE 4 – NON-CONSOLIDATED FINANCIAL INFORMATION ASSETS AND LIABILITIES – Quarter Ended June 30, 2019 PARENT SUBSIDIARY ASSETS Current Assets Total Cash on hand $ - $ - Total Current Assets - - Fixed Assets - - TOTAL ASSETS - - Liabilities Accounts payable and accrued expenses $ 62,980 $ 205,119 Contingent liability – legal - 197,283 Contingent liability – notes - 225,200 Derivative liability – warrants - 10,625 Notes payable – related parties 156,841 - Notes payable 8,285 290,724 Total Current Liabilities 228,126 928,951 Total Liabilities $ 228,126 $ 928,951 STATEMENTS OF OPERATION – Quarter Ended June 30, 2019 PARENT SUBSIDIARY REVENUES $ $ COST OF GOOD - - GROSS PROFIT - - OPERATING EXPENSES Administrative expense 15,000 - General and administrative - - Management expense - - Professional Fees 60,720 - TOTAL OPERATING EXPENSES 75,720 - LOSS FROM OPERATIONS (75,720 ) - OTHER INCOME (EXPENSES) Gain (loss) on derivative liability - (3,371 ) Interest expense (2,387 ) (4,212 ) Total Other Income (Expense) (2,387 ) (7,583 ) GAIN (LOSS) BEFORE INCOME TAXES (78,106 ) (7,583 ) Provision for income taxes - - NET INCOME (LOSS) $ (78,106 ) $ (7,583 ) |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS Management Compensation For the three and six months June 30 and six months June 30 |
Advances and Notes Payable to R
Advances and Notes Payable to Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Advances and Notes Payable to Related Parties [Abstract] | |
ADVANCES AND NOTES PAYABLE TO RELATED PARTIES | NOTE 6 – ADVANCES AND NOTES PAYABLE TO RELATED PARTIES Advances and notes payable to related parties at June 30, 2019 and 2018 had an outstanding balance of $159,175 and $4,797, respectively. |
Notes Payable and Derivative Li
Notes Payable and Derivative Liability | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
NOTES PAYABLE AND DERIVATIVE LIABILITY | NOTE 7 – NOTES PAYABLE AND DERIVATIVE LIABILITY Notes Payable At the period ended June 30, 2019, the Company had third party notes payable and accrued interest in the amount of $462,715 compared to $404,291 in the prior fiscal year ended December 31, 2018. 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. 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 June 30 Included in the June 30, 2019 and December 31, 2018 financial statements is a derivative liability in the amount of $5,707 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 six June 30 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES For the six June 30 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Contingent Liabilities The Company recorded contingent liabilities for the six months ended June 30, 2019 in the amount of $422,483. 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 In March 2014, the Company entered into a settlement agreement with a third party. 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. The matter has been closed as of September 2016, with the Company recording a legal liability in the amount of $125,000, plus $72,283 in accrued penalties and fees, to account for liability they have incurred. 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 | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
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 June 30 The Company has authorized 51 shares of preferred stock (Series B) with a par value of $0.001. At June 30, 2019, the Company had 51 shares issued and outstanding. During the six months ended June 30, 2019, no shares of common or preferred shares were issued by the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS None. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
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 at December 31, 2018 and 2017 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. |
Interest Accruals | Interest Accruals The Company recognizes interest accrued related to unrecognized tax liabilities in interest expense and penalties in operating expenses. |
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. |
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 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 June 30, 2019 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 | 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 forward, January 1, 2018 $ (6,842 ) Total gains (losses) included in earnings, FY 2018 (412 ) Balance, December 31, 2018 $ (7,254 ) Total gains (losses) included in earnings, six months ended June 30, 2019 1,547 Ending balance, June 30, 2019 $ (5,707 ) |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Significant Accounting Policies Tables Abstract | |
Schedule of fair value heirarchy classifications | Balance Balance forward, January 1, 2018 $ (6,842 ) Total gains (losses) included in earnings, FY 2018 (412 ) Balance, December 31, 2018 $ (7,254 ) Total gains (losses) included in earnings, six months ended June 30, 2019 1,547 Ending balance, June 30, 2019 $ (5,707 ) |
Non-Consolidated Financial In_2
Non-Consolidated Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Non-consolidated Financial Information | |
Schedule of non-consolidated financial information | ASSETS AND LIABILITIES – Quarter Ended June 30, 2019 PARENT SUBSIDIARY ASSETS Current Assets Total Cash on hand $ - $ - Total Current Assets - - Fixed Assets - - TOTAL ASSETS - - Liabilities Accounts payable and accrued expenses $ 62,980 $ 205,119 Contingent liability – legal - 197,283 Contingent liability – notes - 225,200 Derivative liability – warrants - 10,625 Notes payable – related parties 156,841 - Notes payable 8,285 290,724 Total Current Liabilities 228,126 928,951 Total Liabilities $ 228,126 $ 928,951 STATEMENTS OF OPERATION – Quarter Ended June 30, 2019 PARENT SUBSIDIARY REVENUES $ $ COST OF GOOD - - GROSS PROFIT - - OPERATING EXPENSES Administrative expense 15,000 - General and administrative - - Management expense - - Professional Fees 60,720 - TOTAL OPERATING EXPENSES 75,720 - LOSS FROM OPERATIONS (75,720 ) - OTHER INCOME (EXPENSES) Gain (loss) on derivative liability - (3,371 ) Interest expense (2,387 ) (4,212 ) Total Other Income (Expense) (2,387 ) (7,583 ) GAIN (LOSS) BEFORE INCOME TAXES (78,106 ) (7,583 ) Provision for income taxes - - NET INCOME (LOSS) $ (78,106 ) $ (7,583 ) |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||
Beginning balance | $ (7,254) | $ (6,842) | $ (6,842) | ||
Total gains (losses) included in earnings | $ 2,834 | $ 4,918 | 1,547 | $ (2,110) | (412) |
Ending balance | $ (5,707) | $ (5,707) | $ (7,254) |
Non-Consolidated Financial In_3
Non-Consolidated Financial Information (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Total Cash on hand | $ 0 | $ 0 |
Total Current Assets | 0 | 0 |
TOTAL ASSETS | 0 | 0 |
Liabilities | ||
Accounts payable and accrued expenses | 268,099 | 237,340 |
Contingent liability – notes | 225,200 | 225,200 |
Derivative liability – warrants | 5,707 | 7,254 |
Notes payable | 303,540 | 404,291 |
Total Current Liabilities | 1,159,004 | 1,071,368 |
Total Liabilities | 1,159,004 | $ 1,071,368 |
Parent | ||
Current Assets | ||
Total Cash on hand | ||
Total Current Assets | ||
Fixed Assets | ||
TOTAL ASSETS | ||
Liabilities | ||
Accounts payable and accrued expenses | 62,980 | |
Contingent liability – legal | ||
Contingent liability – notes | ||
Derivative liability – warrants | ||
Notes payable – related parties | 156,841 | |
Notes payable | 8,285 | |
Total Current Liabilities | 228,126 | |
Total Liabilities | 228,126 | |
Subsidiary | ||
Current Assets | ||
Total Cash on hand | ||
Total Current Assets | ||
Fixed Assets | ||
TOTAL ASSETS | ||
Liabilities | ||
Accounts payable and accrued expenses | 205,119 | |
Contingent liability – legal | 197,283 | |
Contingent liability – notes | 225,200 | |
Derivative liability – warrants | 10,625 | |
Notes payable – related parties | ||
Notes payable | 290,724 | |
Total Current Liabilities | 928,951 | |
Total Liabilities | $ 928,951 |
Non-Consolidated Financial In_4
Non-Consolidated Financial Information (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
REVENUES | |||||||
COST OF GOOD | |||||||
GROSS PROFIT | |||||||
OPERATING EXPENSES | |||||||
Professional Fees | 1,107 | 60,720 | 8,083 | ||||
LOSS FROM OPERATIONS | (1,107) | (75,720) | (18,121) | ||||
OTHER INCOME (EXPENSES) | |||||||
Gain (loss) on derivative liability | (2,834) | (4,918) | (1,547) | 2,110 | $ 412 | ||
Interest expense | (6,852) | (6,864) | (13,463) | (13,762) | |||
Gain (loss) before income taxes | 4,018 | 1,946 | 11,916 | 996,746 | |||
Provision for income taxes | |||||||
Net income (loss) | $ (5,125) | $ (85,690) | $ (1,946) | $ (1,009,741) | 87,636 | $ 1,014,867 | |
Parent | |||||||
REVENUES | |||||||
COST OF GOOD | |||||||
GROSS PROFIT | |||||||
OPERATING EXPENSES | |||||||
Administrative expense | 15,000 | ||||||
General and administrative | |||||||
Management expense | |||||||
Professional Fees | 60,720 | ||||||
Total Expenses | 75,720 | ||||||
LOSS FROM OPERATIONS | (75,720) | ||||||
OTHER INCOME (EXPENSES) | |||||||
Gain (loss) on derivative liability | |||||||
Interest expense | (2,387) | ||||||
Total Other Income (Expense) | (2,387) | ||||||
Gain (loss) before income taxes | (78,106) | ||||||
Provision for income taxes | |||||||
Net income (loss) | (78,106) | ||||||
Subsidiary | |||||||
REVENUES | |||||||
COST OF GOOD | |||||||
GROSS PROFIT | |||||||
OPERATING EXPENSES | |||||||
Administrative expense | |||||||
General and administrative | |||||||
Management expense | |||||||
Professional Fees | |||||||
Total Expenses | |||||||
LOSS FROM OPERATIONS | |||||||
OTHER INCOME (EXPENSES) | |||||||
Gain (loss) on derivative liability | (3,371) | ||||||
Interest expense | (4,212) | ||||||
Total Other Income (Expense) | (7,583) | ||||||
Gain (loss) before income taxes | (7,583) | ||||||
Provision for income taxes | |||||||
Net income (loss) | $ (7,583) |
Accounts Payable And Accrued _2
Accounts Payable And Accrued Expenses (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 268,099 | $ 237,340 |