GSRX Industries (GSRX) 10-Q 14 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 14, 2017
Document And Entity Information
Entity Registrant Name	GREEN SPIRIT INDUSTRIES INC.
Entity Central Index Key	1,381,240
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		30,000,005
Trading Symbol	GSRX
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current Assets
Cash	$ 915,522
Cash, held in escrow	2,052,766
Prepaid Expenses	17,500
Total Current Assets	2,985,788
Other Assets
Deposit (Note 5)	150,000
Construction in progress (Note 6)	63,747
Total Other Assets	213,747
Total Assets	3,199,535	0
Current Liabilities
Accounts Payable	4,750
Advances Payable	1,000
Total Current Liabilities	5,750
Total Liabilities	5,750
Commitments and Contingencies (Note 7)
Stockholders’ Equity (Note 3)
Preferred Stock, convertible, $.001 par value; 1,000 shares authorized; 1,000 issued and outstanding as of June 30, 2017	1
Common Stock $.001 par value 100,000,000 authorized; 30,000,005 issued and outstanding as of June 30, 2017	30,000	248
Additional paid-in capital	6,460,999	(248)
Retained deficit	(3,297,215)
Total Stockholders’ Equity	3,193,785
Total Liabilities and Stockholders’ Equity	$ 3,199,535	$ 0

Consolidated Balance Sheets (U3

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	30,000,005	30,000,005
Common stock, shares outstanding	30,000,005	30,000,005

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
Revenues
Total Revenues
Operating expenses
Consulting Fees	30,000		30,000
General and administrative	20,965		20,965
Professional Fees	56,250		56,250
Stock based compensation (Note 3)
Consulting fees	1,069,600		1,069,600
Investor relations	991,000		991,000
Professional fees	1,129,400		1,129,400
Total Stock based compensation	3,190,000		3,190,000
Total Operating Expenses	3,297,215		3,297,215
Loss from operations	(3,297,215)		(3,297,215)
Other Income (Expenses)
Interest Expense
Total Other Income (Expenses)
Loss from operations before provision for income taxes	(3,297,215)		(3,297,215)
Provision for income taxes
Net loss	$ (3,297,215)		$ (3,297,215)
Basic and diluted earnings per share	$ (0.20)		$ (0.39)
Weighted average number of common shares outstanding	16,595,057		8,466,462

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2016		$ 248	$ (248)
Balance, shares at Dec. 31, 2016		247,555
Capitalization of subsidiary			1,000		1,000
Effect of Share Exchange Agreement on May 11, 2017 Shares issued to Peach Management, LLC	$ 1	$ 16,691	(16,692)
Effect of Share Exchange Agreement on May 11, 2017 Shares issued to Peach Management, LLC, shares	1,000	16,690,912
Effect of Debt Exchange Agreement on May 11, 2017 Shares issued to Peter Zachariou		$ 1,600	(1,600)
Effect of Debt Exchange Agreement on May 11, 2017 Shares issued to Peter Zachariou, shares		1,600,000
Issuance of shares for cash		$ 8,461	3,291,539		3,300,000
Issuance of shares for cash, shares		8,461,538
Issuance of shares for services		$ 3,000	2,877,000		2,880,000
Issuance of shares for services, shares		3,000,000
Issuance of warrants for services			310,000		310,000
Net loss				(3,297,215)	(3,297,215)
Balance at Jun. 30, 2017	$ 1	$ 30,000	$ 6,460,999	$ (3,297,215)	$ 3,193,785
Balance, shares at Jun. 30, 2017	1,000	30,000,005

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash Flow from Operating Activities
Net income (loss)	$ (3,297,215)
Adjustments to Reconcile Net Income (Loss) to Net Cash (used in) provided by Operating Activities
Issuance of common stock for services	3,190,000
Changes in operating assets and liabilities:
Prepaid expenses	(17,500)
Accounts Payable	4,750
Advances payable	1,000
Net cash (used in) provided by operating activities	(118,965)
Cash Flow from Investing Activities
Deposit	(150,000)
Construction in Progress	(63,747)
Net cash used in investing activities	(213,747)
Cash Flow from Financing Activities
Issuance of common stock	3,300,000
Capitalization of subsidiary for prepaid expenses	1,000
Advances payable, related party	150,000
Advances Payable, related party	(150,000)
Net cash provided by financing activities	3,301,000
Net increase (decrease) in cash	2,968,288
Cash at beginning of period
Cash at end of period	2,968,288
Supplemental Disclosures of Cash Flow Information
Interest
Income Taxes

Nature of Operations

Nature of Operations	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations	1. Nature of Operations Green Spirit Industries Inc. (the “Company”) is a Nevada corporation formed under the name Cyberspace Vita, Inc. (“Cyberspace”) on November 7, 2006. Our initial business plan was related to the online sale of vitamins and supplements. On May 11, 2017, we entered into a share exchange agreement (the “Exchange Agreement”) with Peter Zachariou, the majority shareholder of the Company (the “Shareholder”), Project 1493, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“1493”), and the sole member of 1493 (the “Member”), pursuant to which the Member transferred all of the outstanding membership interests of 1493 to the Company in exchange for 16,690,912 restricted shares of common stock of the Company (the “Exchange Shares”), warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $0.50 per share for a period of three (3) years from the date of issuance (the “Exchange Warrants”) and 1,000 shares of Series A Preferred Stock that grants the holders thereof fifty-one percent (51%) voting power (the “Preferred Shares” and together with the Exchange Shares, and the Exchange Warrants, the “Exchange Securities”). As a result of the Exchange Agreement, 1493 became a wholly-owned subsidiary of the Company, and the business of 1493 became the business of the Company. At the time of the Exchange Agreement, the Company was not engaged in any business activity. The Company accounted for the acquisition of 1493 as a reverse merger and all prior periods presented are those of 1493. Project 1493, LLC (“1493”) was organized under the laws of the Commonwealth of Puerto Rico on March 17, 2017. The Company was formerly known as Grey Finland Advisors, LLC (“Grey”), which was organized under the laws of the Commonwealth of Puerto Rico on March 24, 2011, and has had no operations since that time. 1493 filed a Certificate of Restoration on March 17, 2017 and elected to change its name to Project 1493, LLC. The Company will operate licensed cannabis dispensaries throughout Puerto Rico. Currently, the Company is focused on identifying sites, purchasing pre-qualifications to dispensary licenses, building sites and opening dispensaries for service. The Company has executed two Final Purchasing Agreements (“FPA”) to acquire four cannabis dispensaries. See Note 7.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 (including the notes thereto) set forth in Form 10-K. Use of Estimates and Assumptions The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. At times, cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. At June 30, 2017 the Company had a cash and escrow balance of $2,968,288. Cash held in escrow, in the name of the Company, is held by Sichenzia Ross Ference Kesner (“Sichenzia”). The escrow account was established to hold the deposits from the sale of common stock. There are no restrictions on the funds held by Sichenzia on the Company’s behalf. Revenue Recognition The Company will recognize revenue when: ● Persuasive evidence of an arrangement exists: ● Delivery has occurred; ● Price is fixed or determinable; and ● Collectability is reasonably assured. The Company follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (“ASC”) 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. Inventory The Company’s inventory will be stated at the lower of cost or market with cost being determined using the first-in, first-out method. Share based Compensation Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. That cost will be measured based on the estimated fair value of the equity or liability instruments issued. See Note 3. Fair Value of Financial Instruments The carrying value of the Company’s current liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Income Taxes The Company will follow the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company was incorporated in Nevada, and therefore will be taxed at normal U.S. federal corporate income tax rates. Basic Earnings per Share The Company computes net loss per share in accordance with FASB ASC 260 “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the Company’s net loss. Potentially dilutive securities have been excluded from the Company’s earnings per share calculation due to the effect being anti-dilutive. The total number of potentially dilutive securities which have been excluded is 6,038,462. See Note 3. Recent Accounting Pronouncements As of June 30, 2017 and through August 14, 2017, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or future operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements.

Equity

Equity	6 Months Ended
	Jun. 30, 2017
Stockholders' Equity Note [Abstract]
Equity	3. Equity Authorized and Outstanding Capital Stock We have authorized 100,000,000 shares of common stock, par value $0.001, of which 30,000,005 are currently issued and outstanding. We currently have 9,999,000 shares of “blank check” preferred stock, and 1,000 shares of Series A Preferred Stock. Common Stock The holders of our common stock are entitled to one vote per share. In addition, the holders of our common stock will be entitled to receive ratably dividends, if any, declared by our board of directors out of legally available funds; however, the current policy of our board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of our common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our board of directors and issued in the future. The following table illustrates the common stock transactions for the six months ended June 30, 2017: Preferred Common Category Shares Shares Cash 8,461,538 Share Exchange Agreement 1,000 16,690,912 Debt Exchange Agreement 0 1,600,000 Services 0 3,000,000 Total 1,000 29,752,450 On May 11, 2017, the Company authorized the issuance of 16,690,912 shares of common stock at $.39 and 1,000 shares of preferred stock at $1.00 per share, (100% of the preferred stock issued) to Peach Management, LLC (“Peach”) in accordance with the Share Exchange Agreement. See Note 7. On May 11, 2017, the Company authorized the issuance of 1,600,000 shares of common stock at $.39 to Peter Zachariou for the Debt Exchange Agreement. See Note 7. On May 11, 2017, the Company authorized the issuance of 235,000 shares of common stock at $.39 to Leslie Ball, Chief Executive Officer, for services rendered to the Company. On May 11, 2017, the Company authorized the issuance of 50,000 shares of common stock at $.39 to Thomas Gingerich, Chief Financial Officer, for services rendered to the Company. On May 11, 2017, the Company authorized the issuance of 1,000,000 shares of common stock at $.39 to RedChip Companies, Inc. for investor relation services rendered to the Company. On May 11, 2017, the Company authorized the issuance of 750,000 shares of common stock at $.39 to RD3 Acquisitions, LLC for investor relation services rendered to the Company. On May 11, 2017, the Company authorized the issuance of 665,000 shares of common stock at $.39 to Darrin Ocasio for legal services rendered to the Company. On May 11, 2017, the Company authorized the issuance of 150,000 shares of common stock at $.39 to ACB Management, Inc. for legal services rendered to the Company. On May 11, 2017, the Company authorized the issuance of 150,000 shares of common stock at $.39 to Granada Investments, LLC for professional services rendered to the Company. Series A Preferred Stock The holder of Series A Preferred Stock shall have full voting rights and shall vote together as a single class with the holders of the Company’s common stock. The holder of Series A Preferred Stock is entitled to fifty-one percent (51%) of the total votes on all matters brought before shareholders of the Company, regardless of the actual number of shares of Series A Preferred Stock then outstanding. In addition, the Company is prohibited from issuing any other class of preferred stock without first obtaining the prior approval of the holders of Series A Preferred Stock. Blank Check Preferred Stock Our board of directors will be authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Warrants As of June 30, 2017, we have outstanding warrants to purchase 6,038,462 shares of common stock (the “ Warrants The Company may issue warrants to non-employees in capital raising transactions or for services. In accordance with guidance in ASC Topic 718, the cost of warrants issued to non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. During the six months ended June 30, 2017, $310,000 was charged to expense. The fair value of stock warrants was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends. The following table includes the estimates and assumptions used in the Black Scholes model: Stock price $ 0.96 Exercise price $ 0.50 Expected term 3 years Expected volatility 72.0 % Annual risk-free rate 1.55 % Dividend yield 0.00 % The following table is a summary of outstanding stock warrants at June 30, 2017 and activity during the six months then ended: Weighted Number of Exercise Average Shares Price Price Issued during quarter ended June 30, 2017 6,038,462 $ 0.50 $ 0.50 Expired and forfeited - - - Exercised - - - Warrants as of June 30, 2017 6,038,462 $ 0.50 $ 0.50 All of the outstanding warrants granted during the period ended June 30, 2017 were fully vested on the grant date. Subsidiary Equity On March 17, 2017, 1493 authorized the issuance of 1,000 units to Peach for $1,000, used for prepaid expenses on behalf of the Company. Peach is beneficially owned 100% by the Briggs Family 2017 Trust, Peach’s sole manager.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	4. Income Taxes Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Current and accumulated deferred tax benefit will be at the effective U.S. Federal corporate income tax rates.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	5. Related Party Transactions On April 18, 2017, Peach made a short term advance of $150,000 to the Company. The proceeds of the advance were used as a 50% deposit for the purchase of the first three dispensaries, according to the Memorandum of Understanding with Puerto Rico Industrial Commercial Holdings Biotech Corporation (“PRICHBC”), an unrelated third party. The advance was repaid on May 12, 2017. See Note 7.

Construction in Progress

Construction in Progress	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Construction in Progress	6. Construction in progress On June 8, 2017 the Company entered into construction contracts for the construction and finish out of two dispensaries for the Carolina and Dorado locations for $123,700 and $84,800, respectively. As of June 30, 2017, the Company has paid $63,747 on interim payment applications to the contractor.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Share Exchange Agreement On May 11, 2017, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Peter Zachariou, the majority shareholder of the Company (the “Shareholder”), Project 1493, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“1493”), and the sole member of 1493 (the “Member”), pursuant to which the Member transferred all of the outstanding membership interests of 1493 to the Company in exchange for 16,690,912 restricted shares of common stock of the Company (the “Exchange Shares”), warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $0.50 per share for a period of three (3) years from the date of issuance (the “Exchange Warrants”) and 1,000 shares of Series A Preferred Stock that grants the holders thereof fifty-one percent (51%) voting power (the “Preferred Shares” and together with the Exchange Shares, and the Exchange Warrants, the “Exchange Securities”). The transaction closed on May 11, 2017 (the “Closing Date”). Debt Exchange Agreement On May 11, 2017, the Company also entered into a debt exchange agreement (the “Debt Exchange”) with Fountainhead Capital Management Limited (“Fountainhead”), a related party, whereby Fountainhead agreed to cancel a promissory note in the aggregate amount of $510,652 plus accrued interest of $129,265. As consideration, Fountainhead received an aggregate of 1,800,000 shares of the Common Stock, of which 200,000 shares of Common Stock had already been issued. Escrow Agreement On April 18, 2017, the Company entered into an escrow agreement with PRIHBC with the intention of purchasing three pre-qualified medicinal cannabis licenses for $300,000. The agreement states the funds will be held by the escrow agent, Sichenzia Ross Ference Kesner (“Sichenzia”). The Company deposited $150,000 into the escrow account as of June 30, 2017. The escrow agreement expired June 2, 2017. As of June 30, 2017, the Company had not paid PRIHBC towards the purchase of the dispensaries. The Company paid $200,000 and $100,000 on July 7, 2017 and August 1, 2017, paying the obligation in full. Memorandum of Understanding and Final Purchasing Agreement - PRIHBC On April 19, 2017, the Company entered into a Memorandum of Understanding (“MOU”) with PRIHBC to purchase three pre-qualified medical marijuana licenses in Puerto Rico for $300,000. The Company deposited $150,000 into escrow with Sichenzia for a deposit towards the purchase price. The agreement sells all legal rights, permits, licenses, leasing contracts and assets of the three dispensaries from PRIHBC to the Company. As of June 30, 2017 the funds had not been disbursed from escrow. During the due diligence period, the Company has exclusive negotiation rights regarding the proposed acquisition. On July 7, 2017, the Company entered into a final purchasing agreement (the “PRIHBC Agreement”) with Puerto Rico Industrial Holdings Biotech Corporation, a corporation formed under the laws of the Commonwealth of Puerto Rico (“PRIHBC”), pursuant to which we acquired all of the legal rights, permits, licenses, leasing contracts and assets pertaining to three dispensaries located in Carolina, Dorado and Fajardo, in exchange for $300,000, $150,000 of which shall be deposited into an escrow account until the closing of the PRIHBC Agreement. The Company paid $200,000 and $100,000 on July 7, 2017 and August 1, 2017, paying the obligation in full. In connection with the PRIHBC Agreement, 1493, PRIHBC and entered into an assignment of lease on June 15, 2017, (the “Carolina Lease Assignment”) which transfers and/or assigns the rights under the lease agreement for the location of the Carolina Dispensary to 1493. PRIHBC entered into such lease agreement, with Heras to lease approximately 2,500 rentable square feet for a term of five (5) years, commencing on September 1, 2016. The lease payments for such location will be $4,500 per month, with an annual increase of 5%. 1493, PRIHBC and Efron Dorado, S.E., a corporation formed under the laws of the Commonwealth of Puerto Rico (“Efron”), entered into an assignment of lease on June 7, 2017, (the “Dorado Lease Assignment”) which transfers and/or assigns the rights under the lease agreement for the location of the to 1493. Pursuant to a non-compete clause set forth in the PRIHBC Agreement, PRIHBC has agreed not to establish a medical cannabis dispensary within a two-mile radius from any of the three dispensaries. Each of the parties to the PRIH Agreement has made customary representations and considerations in the PRIH Agreement. Memorandum of Understanding and Final Purchasing Agreement – Good Vibes Distributors, LLC (“GVD”) On April 6, 2017, the Company entered into a MOU with Good Vibes Distributors, LLC (“GVD”) to purchase one medicinal cannabis dispensary in Puerto Rico for $75,000 (the “San Juan Dispensary”). The MOU called for $7,500 funded into escrow with Sichenzia for a deposit towards the purchase price. The agreement sells all assets, rights and licenses from GVD to the Company. On July 7, 2017, the Company entered into a final purchasing agreement (the “GVD Agreement”) with Good Vibes Distributors, LLC, a corporation formed under the laws of the Commonwealth of Puerto Rico (“GVD”), pursuant to which it acquired the dispensary prequalification license for the San Juan Dispensary, in exchange for $75,000. Pursuant to the GVD Agreement, the Company agreed to deposit the $7,500 to an escrow account until the closing of the GVD Agreement. The Company paid $75,000 on July 7, 2017, paying the obligation in full Pursuant to non-compete clause set forth in the GVD Agreement, GVD has agreed not to establish a Medical Cannabis dispensary within a two-mile radius from the San Juan Dispensary. Each of parties to the GVD Agreement has made customary representations and considerations in the GVD Agreement. On July 11, 2017, the Company entered into a lease agreement (the “Lease Agreement”) with Olympic Properties, Inc., a corporation formed under the laws of the Commonwealth of Puerto Rico, to lease approximately 1,500 square feet and 8 parking spaces on the first floor of 509-511 Andalucia Street in San Juan, Puerto Rico, for the location of the San Juan Dispensary. The lease payments pursuant to the Lease Agreement shall be $1,600 per month for the initial three (3) years commencing on August 1, 2017, after which the lease payment shall increase each year by 5% commencing on July 31, 2020. Long Term Supply Agreement On April 18, 2017, the Company entered into a long term supply agreement (“supply agreement”) to purchase flower and manufactured products for the dispensaries upon approval of the appropriate licensing by the Puerto Rico Department of Health. The Company will purchase at least 50% of all flower and manufactured products to be sold in the dispensaries owned by the Company or its affiliates. The supply agreement is valid for ten years from the moment of its coming into effect. If neither party announces termination of the supply agreement thirty days before its stated expiration, the supply agreement shall be automatically extended for each subsequent year with no limit of years. Risk of Prosecution for Marijuana-Related Companies A company that is connected to the marijuana industry must be aware that marijuana-related companies may be at risk of federal, and perhaps state, criminal prosecution. The Department of Treasury recently issued guidance noting: “The Controlled Substances Act” (“CSA”) makes it illegal under federal law to manufacture, distribute, or dispense marijuana. Many states impose and enforce similar prohibitions. As of June 30, 2017, the Company has not been notified of any pending investigations regarding its planned business activities, and is not currently involved in any such investigations with any regulators.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent Events On July 7, 2017, the Company entered into a final purchasing agreement (the “PRIHBC Agreement”) with Puerto Rico Industrial Holdings Biotech Corporation, a corporation formed under the laws of the Commonwealth of Puerto Rico (“PRIHBC”), pursuant to which we acquired all of the legal rights, permits, licenses, leasing contracts and assets pertaining to dispensaries located in Carolina, Dorado and Fajardo, in exchange for $300,000, $150,000 of which shall be deposited into an escrow account until the closing of the PRIHBC Agreement. The Company paid $200,000 and $100,000 on July 7, 2017 and August 1, 2017, paying the obligation in full. On July 7, 2017, the Company entered into a final purchasing agreement (the “GVD Agreement”) with Good Vibes Distributors, LLC, a corporation formed under the laws of the Commonwealth of Puerto Rico (“GVD”), pursuant to which we acquired the dispensary prequalification license for the San Juan Dispensary, in exchange for $75,000. Pursuant to the GVD Agreement, the Company agreed to deposit the $7,500 to an escrow account until the closing of the GVD Agreement. The Company paid $75,000 on July 7, 2017, paying the obligation in full

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 (including the notes thereto) set forth in Form 10-K.
Use of Estimates	Use of Estimates and Assumptions The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. At times, cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. At June 30, 2017 the Company had a cash and escrow balance of $2,968,288. Cash held in escrow, in the name of the Company, is held by Sichenzia Ross Ference Kesner (“Sichenzia”). The escrow account was established to hold the deposits from the sale of common stock. There are no restrictions on the funds held by Sichenzia on the Company’s behalf.
Revenue Recognition	Revenue Recognition The Company will recognize revenue when: ● Persuasive evidence of an arrangement exists: ● Delivery has occurred; ● Price is fixed or determinable; and ● Collectability is reasonably assured. The Company follows the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic (“ASC”) 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.
Inventory	Inventory The Company’s inventory will be stated at the lower of cost or market with cost being determined using the first-in, first-out method.
Share based Compensation	Share based Compensation Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. That cost will be measured based on the estimated fair value of the equity or liability instruments issued. See Note 3.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of the Company’s current liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes	Income Taxes The Company will follow the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company was incorporated in Nevada, and therefore will be taxed at normal U.S. federal corporate income tax rates.
Basic Earnings per Share	Basic Earnings per Share The Company computes net loss per share in accordance with FASB ASC 260 “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the Company’s net loss. Potentially dilutive securities have been excluded from the Company’s earnings per share calculation due to the effect being anti-dilutive. The total number of potentially dilutive securities which have been excluded is 6,038,462. See Note 3.
New Accounting Pronouncements	Recent Accounting Pronouncements As of June 30, 2017 and through August 14, 2017, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or future operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements.

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2017
Stockholders' Equity Note [Abstract]
Schedule of Common Stock Transactions	The following table illustrates the common stock transactions for the six months ended June 30, 2017: Preferred Common Category Shares Shares Cash 8,461,538 Share Exchange Agreement 1,000 16,690,912 Debt Exchange Agreement 0 1,600,000 Services 0 3,000,000 Total 1,000 29,752,450
Schedule of Estimates and Assumptions in Black Scholes Model	The following table includes the estimates and assumptions used in the Black Scholes model: Stock price $ 0.96 Exercise price $ 0.50 Expected term 3 years Expected volatility 72.0 % Annual risk-free rate 1.55 % Dividend yield 0.00 %
Summary of Outstanding Stock Warrants	The following table is a summary of outstanding stock warrants at June 30, 2017 and activity during the six months then ended: Weighted Number of Exercise Average Shares Price Price Issued during quarter ended June 30, 2017 6,038,462 $ 0.50 $ 0.50 Expired and forfeited - - - Exercised - - - Warrants as of June 30, 2017 6,038,462 $ 0.50 $ 0.50

Nature of Operations (Details N

Nature of Operations (Details Narrative)	6 Months Ended
	Jun. 30, 2017USD ($)$ / sharesshares
Number of exchange for restricted shares of common stock | $	$ 16,690,912
Maximum number of warrants to purchase of common stock shares	3,000,000
Exercise price of warrant | $ / shares	$ 0.50
Issuance of exchange warrants term	3 years
Voting percentage	51.00%
Series A Preferred Stock [Member]
Number of preferred stock shares grants during period	1,000

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Jun. 30, 2017USD ($)shares
Accounting Policies [Abstract]
Cash and escrow balance | $	$ 2,968,288
Potentially dilutive securities | shares	6,038,462

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	May 11, 2017	Mar. 17, 2017	Jun. 30, 2017	Dec. 31, 2016
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value			$ 0.001	$ 0.001
Common stock, shares issued			30,000,005	30,000,005
Common stock, shares outstanding			30,000,005	30,000,005
Preferred stock, shares authorized			1,000	1,000
Preferred stock, par value			$ 0.001	$ 0.001
Outstanding warrants to purchase			6,038,462
Exercise price of warrant			$ 0.50
Issuance of shares for services			$ 2,880,000
Issuance of authorized units		1,000
Prepaid expenses		$ 1,000
Beneficially owned percentage		100.00%
Peach Management, LLC [Member]
Common stock, shares authorized	16,690,912
Common stock, par value	$ 0.39
Preferred stock, shares authorized	1,000
Preferred stock, par value	$ 1
Preferred stock issued percentage	100.00%
Peter Zachariou [Member]
Common stock, shares authorized	1,600,000
Common stock, par value	$ .39
Leslie Ball [Member]
Common stock, shares authorized	235,000
Common stock, par value	$ .39
Thomas Gingerich [Member]
Common stock, shares authorized	50,000
Common stock, par value	$ 0.39
RedChip Companies, Inc [Member]
Common stock, shares authorized	1,000,000
Common stock, par value	$ .39
RD3 Acquisitions, LLC [Member]
Common stock, shares authorized	750,000
Common stock, par value	$ 0.39
Darrin Ocasio [Member]
Common stock, shares authorized	665,000
Common stock, par value	$ .39
ACB Management Inc [Member]
Common stock, shares authorized	150,000
Common stock, par value	$ .39
Granada Investments, LLC [Member]
Common stock, shares authorized	150,000
Common stock, par value	$ .39
Blank Check [Member]
Preferred stock, shares authorized			9,999,000
Warrant [Member]
Preferred stock voting percentage			The holder of Series A Preferred Stock is entitled to fifty-one percent (51%) of the total votes on all matters brought before shareholders of the Company, regardless of the actual number of shares of Series A Preferred Stock then outstanding.
Warrant expense			$ 310,000
Issuance of warrants period			3 years
Issuance of shares for services			$ 2,880,000

Equity - Schedule of Common Sto

Equity - Schedule of Common Stock Transactions (Details)	6 Months Ended
	Jun. 30, 2017shares
Preferred Shares [Member]
Cash
Share Exchange Agreement	1,000
Debt Exchange Agreement	0
Services	0
Total	1,000
Common Shares [Member]
Cash	8,461,538
Share Exchange Agreement	16,690,912
Debt Exchange Agreement	1,600,000
Services	3,000,000
Total	29,752,450

Equity - Schedule of Estimates

Equity - Schedule of Estimates and Assumptions in Black Scholes Model (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2017$ / shares
Stock price	$ 0.96
Exercise price	$ 0.50
Expected term	3 years
Expected volatility	72.00%
Annual risk-free rate	1.55%
Dividend yield	0.00%

Equity - Summary of Outstanding

Equity - Summary of Outstanding Stock Warrants (Details)	6 Months Ended
	Jun. 30, 2017$ / sharesshares
Stockholders' Equity Note [Abstract]
Number of shares, Issued during quarter ended June 30, 2017 | shares	6,038,462
Number of shares, Expired and forfeited | shares
Number of shares, Exercised | shares
Number of shares, Warrants as of June 30, 2017 | shares	6,038,462
Exercise price, Issued during quarter ended June 30, 2017	$ 0.50
Exercise price, Expired and forfeited
Exercise price, Exercised
Exercise price, Warrants as of June 30, 2017	0.50
Weighted average price, Issued during quarter ended June 30, 2017	0.50
Weighted average price, Expired and forfeited
Weighted average price, Exercised
Weighted average price, Warrants as of June 30, 2017	$ 0.50

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	Apr. 18, 2017USD ($)
Related Party Transactions [Abstract]
Short term advance	$ 150,000
Proceeds from advance percentage	50.00%
Maturity date	May 12, 2017

Construction in Progress (Detai

Construction in Progress (Details Narrative) - USD ($)	Jun. 08, 2017	Jun. 30, 2017
Payment to contractor		$ 63,747
Carolina [Member]
Construction contracts	$ 123,700
Dorado [Member]
Construction contracts	$ 84,800

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	May 11, 2017USD ($)shares	Apr. 19, 2017USD ($)	Apr. 18, 2017USD ($)	Apr. 06, 2017USD ($)	Dec. 02, 2016USD ($)ft²	Aug. 26, 2016USD ($)ft²	Jun. 30, 2017USD ($)$ / sharesshares	Jul. 11, 2017ft²
Number of exchange for restricted shares of common stock							$ 16,690,912
Maximum number of warrants to purchase of common stock shares | shares							3,000,000
Exercise price of warrant | $ / shares							$ 0.50
Issuance of exchange warrants term							3 years
Voting percentage							51.00%
Escrow deposit							$ 2,968,288
Maturity date			May 12, 2017
Escrow Agreement [Member]
Payment to acquire licenses			$ 300,000
Escrow deposit							$ 150,000
Maturity date							Jun. 2, 2017
Escrow Agreement [Member] | July 7, 2017 [Member]
Obligation payment							$ 200,000
Escrow Agreement [Member] | August 1, 2017 [Member]
Obligation payment							100,000
Memorandum of Understanding [Member]
Payment to acquire licenses		$ 300,000
Escrow deposit							150,000
Memorandum of Understanding [Member] | August 1, 2017 [Member]
Obligation payment							100,000
Memorandum of Understanding [Member] | July 7, 2017 [Member]
Obligation payment							200,000
Memorandum of Understanding and Final Purchasing Agreement [Member] | Carolina Dispensary [Member]
Payment to acquire licenses							300,000
Memorandum of Understanding and Final Purchasing Agreement [Member] | Dorado Dispensary and Fajardo Dispensary [Member]
Payment to acquire licenses							150,000
Carolina Lease Assignment [Member]
Payment to acquire licenses						$ 4,500
Rentable square feet | ft²						2,500
Dorado Lease Assignment [Member]
Payment to acquire licenses					$ 57,000
Rentable square feet | ft²					1,900
Monthly markerting fee					$ 158
Lease Agreement [Member]
Rentable square feet | ft²								1,500
Lease Agreement [Member] | July 11, 2017 [Member]
Payment to acquire licenses							1,600
Fountainedhead Capital Management Limited [Member]
Promissory note in the aggregate amount	$ 510,652
Accrued interest	$ 129,265
Received an aggregate shares of common stock | shares	1,800,000
Number of common stock issued | shares	200,000
Good Vibes Distributors, LLC [Member] | Memorandum of Understanding and Final Purchasing Agreement [Member]
Payment to acquire licenses				$ 75,000
Escrow deposit				$ 7,500
Good Vibes Distributors, LLC [Member] | Memorandum of Understanding and Final Purchasing Agreement [Member] | July 7, 2017 [Member]
Payment to acquire licenses							75,000
Escrow deposit							7,500
Obligation payment							$ 75,000
Series A Preferred Stock [Member]
Number of preferred stock shares grants during period | shares							1,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jul. 07, 2017	Aug. 01, 2017	Jun. 30, 2017
Escrow deposit			$ 2,968,288
Subsequent Event [Member] | Final Purchasing Agreement [Member]
Escrow deposit	$ 200,000	$ 100,000
Obligation payment	75,000
Subsequent Event [Member] | Final Purchasing Agreement [Member] | Good Vibes Distributors, LLC [Member]
Payment to acquire licenses	75,000
Escrow deposit	7,500
Subsequent Event [Member] | Final Purchasing Agreement [Member] | Carolina Dispensary [Member]
Payment to acquire licenses	300,000
Subsequent Event [Member] | Final Purchasing Agreement [Member] | Dorado Dispensary and Fajardo Dispensary [Member]
Payment to acquire licenses	$ 150,000