Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | GREEN SPIRIT INDUSTRIES INC. | ||
Entity Central Index Key | 1,381,240 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 106,037,448 | ||
Entity Common Stock, Shares Outstanding | 41,460,204 | ||
Trading Symbol | GSRX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 4,645 | |
Cash, held in escrow | 6,753,373 | |
Prepaid Expenses | 20,650 | |
Total Current Assets | 6,778,668 | |
Other Assets | ||
Licenses | 503,000 | |
Rent deposit | 7,300 | |
Construction in progress (Note 5) | 241,627 | |
Total Other Assets | 751,927 | |
Total Assets | 7,530,595 | 0 |
Current Liabilities | ||
Accounts Payable | 222,515 | |
Advances Payable | 1,000 | |
Total Current Liabilities | 223,515 | |
Total Liabilities | 223,515 | |
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 December 31, 2017 | 1 | |
Common Stock $.001 par value 100,000,000 authorized; 40,817,870 and 247,554 issued and outstanding and 77,167 and 0 held in escrow and not issued as of December 31, 2017 and 2016, respectively | 40,895 | 248 |
Additional paid-in capital | 33,349,144 | (248) |
Retained deficit | (26,082,960) | |
Total Stockholders' Equity | 7,307,080 | |
Total Liabilities and Stockholders' Equity | $ 7,530,595 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 1,000 | |
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 40,817,870 | 247,554 |
Common stock, shares outstanding | 40,817,870 | 247,554 |
Number shares held in escrow | 77,167 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Revenues | ||
Total Revenues | ||
Operating expenses | ||
Consulting Fees | 244,175 | |
General and administrative | 538,974 | |
Professional Fees | 442,272 | |
Stock based compensation (Note 3) | ||
Consulting fees | 14,082,139 | |
Investor relations | 8,093,500 | |
Professional fees | 2,681,900 | |
Total Stock based compensation | 24,857,539 | |
Total Operating Expenses | 26,082,960 | |
Loss from operations before provision for income taxes | (26,082,960) | |
Provision for income taxes | ||
Net loss | $ (26,082,960) | |
Basic loss per share | $ (1.33) | |
Weighted average number of common shares outstanding | 19,622,890 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 248 | $ 44,030 | $ (578,263) | $ (533,985) | |
Balance, shares at Dec. 31, 2015 | 247,554 | ||||
Recapitalization | (44,278) | 666,301 | 622,023 | ||
Net loss | (88,038) | ||||
Balance at Dec. 31, 2016 | $ 248 | (248) | |||
Balance, shares at Dec. 31, 2016 | 247,554 | ||||
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 and warrants for cash | $ 15,536 | 8,284,464 | 8,300,000 | ||
Issuance of shares and warrants for cash, shares | 15,536,832 | ||||
Issuance of shares for services | $ 6,743 | 24,540,797 | 24,547,540 | ||
Issuance of shares for services, shares | 6,742,572 | ||||
Funds held in escrow for shares not issued | $ 77 | 231,423 | (231,500) | ||
Funds held in escrow for shares not issued, shares | 77,167 | ||||
Issuance of warrants for services | 310,000 | 310,000 | |||
Net loss | (26,082,960) | (26,082,960) | |||
Balance at Dec. 31, 2017 | $ 1 | $ 40,895 | $ 33,349,144 | $ (26,082,960) | $ 7,307,080 |
Balance, shares at Dec. 31, 2017 | 1,000 | 40,895,037 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (26,082,960) | |
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities | ||
Issuance of common stock and warrants for services | 24,857,540 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (20,650) | |
Accounts Payable | 222,515 | |
Rent deposit | (7,300) | |
Net cash used in operating activities | (1,030,855) | |
Cash Flows from Investing Activities | ||
Licenses | (503,000) | |
Construction in Progress | (241,627) | |
Net cash used in investing activities | (744,627) | |
Cash Flows from Financing Activities | ||
Issuance of common stock and warrants | 8,300,000 | |
Funds held in escrow for shares not issued | 231,500 | |
Capitalization of subsidiary | 1,000 | |
Advances payable | 1,000 | |
Advances payable, related party | 170,734 | |
Advances payable, related party | (170,734) | |
Net cash provided by financing activities | 8,533,500 | |
Net increase in cash | 6,758,018 | |
Cash at beginning of period | ||
Cash at end of period | 6,758,018 | |
Supplemental Disclosures of Cash Flow Information | ||
Interest | ||
Income Taxes | ||
Common stock issued for Share Exchange Agreement | 16,691 | |
Common stock issued for Debt Exchange Agreement | 1,600 | |
Common stock issued for services | $ 6,743 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 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. Cyberspace’s initial business plan was related to the online sale of vitamins and supplements. On May 11, 2017, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Peter Zachariou, the majority shareholder of Cyberspace (the “Shareholder”), Project 1493, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“1493”), and Peach Management, LLC (“Peach”) 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, Cyberspace 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 is in the business of acquiring, developing and operating medical cannabis dispensaries throughout Puerto Rico and cannabis related businesses in California. To date, the Company has acquired all of the legal rights, permits, licenses, leasing contracts and assets of pre-qualified medical cannabis dispensaries pursuant to three Final Purchasing Agreements (“FPA”). (Note 6). The Company has not commenced its principal business activities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements through December 31, 2017 include the accounts of the Company and its 100% owned subsidiary, Project 1493, LLC. (Note 1). Use of Estimates and Assumptions The preparation of the consolidated financial statements that are 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 consolidated financial statements. 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. At December 31, 2017 the Company had $$6,508,000 in excess of FDIC depository insurance coverage. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. 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 and hold funds for businesses under letters of intents to purchase. 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. 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, except for cash balances in excess of the FDIC depository insurance coverage, to significant interest, currency or credit risks arising from these financial instruments. Income Taxes The Company follows 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 organized under the laws of the Commonwealth of Puerto Rico, and therefore will be taxed at statutory 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 are computed by dividing the net loss by the weighted average number of common shares outstanding. 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. (Note 3). Recent Accounting Pronouncements As of December 31, 2017 and through April 12, 2018, 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. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. This standard will be effective for our interim and annual periods beginning January 1, 2019, and must be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our consolidated financial position, but we do not expect it to have a material impact on our results of operations. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity | 3. Equity Authorized and Outstanding Capital Stock The Company has authorized 100,000,000 shares of common stock, par value $0.001, of which 40,817,870 are currently issued and outstanding; an additional 77,167 shares were held in escrow but not issued. The Company currently has 9,999,000 shares of “blank check” preferred stock, and 1,000 shares of Series A Preferred Stock. Common Stock The holders of common stock are entitled to one vote per share. In addition, the holders of the common stock will be entitled to receive ratably dividends, if any, declared by the board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of 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 the board of directors and issued in the future. The following table illustrates the common stock transactions for the year ended December 31, 2017: Preferred Common Category Shares Shares Cash, common shares 0 15,784,386 Cash, common shares held in escrow 0 77,167 Share Exchange Agreement 1,000 16,690,912 Debt Exchange Agreement 0 1,600,000 Services 0 6,742,572 Total 1,000 40,895,037 Share Exchange Agreement On May 11, 2017, Cyberspace entered into a share exchange agreement (the “Exchange Agreement”) with Peter Zachariou, the majority shareholder of the Cyberspace (the “Shareholder”), 1493 and a related party, Peach (“Member”), pursuant to which the Member transferred all of the outstanding membership interests of 1493 to Cyberspace 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. Services During the year, executives and consultants received 6,742,572 shares of common stock for legal, professional, public relations, social media, investor relations and marketing services provided for the Company. On December 28, 2017, the Company appointed Alexander Zhilenkov as a board advisory consultant of the Company. In this capacity, Mr. Zhilenkov will provide support and strategic advice to the Company in identifying new business opportunities and expanding its operations geographically. In consideration for the services to be provided, the Company agreed to issue Mr. Zhilenkov an aggregate of 2,358,431 shares of common stock, par value $0.001 per share, payable annually over a three-year period, subject to continuous service as a board advisory consultant. The annual fee is subject to vesting as follows: (i) one-third on December 28, 2017; (ii) one-third on December 28, 2018; and (iii) one-third on December 28, 2019. (Note 6). 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 The board of directors will be authorized, subject to any limitations prescribed by law, without further vote or action by the common 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 the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Warrants As of December 31, 2017, the Company had 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 year ended December 31, 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. Following are 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 % Following is a summary of outstanding stock warrants at December 31, 2017 and activity during the year then ended: Weighted Number of Exercise Average Shares Price Price Warrants as of December 31, 2016 -- -- $ 0.00 Issued during year ended December 31, 2017 6,038,462 $ 0.50 $ 0.50 Expired and forfeited -- - - - - Exercised -- -- -- Warrants as of December 31, 2017 6,038,462 $ 0.50 $ 0.50 All of the outstanding warrants granted during the period ended December 31, 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 Christian Briggs, Peach’s sole manager. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 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 at the effective combined Federal income tax rate of 21% is $257,000 and $0, respectively, and a valuation allowance has been established for the full amount because it is “more likely than not” that the accumulated deferred tax benefit will not be realized in the future. The following table sets forth the components of estimated net deferred tax assets attributable to the Company’s net operating loss carry forward as of December 31, 2017 and 2016, respectively. 2017 2016 NOL carry forward $ 1,225,000 $ 0 Less: valuation allowance (1,225,000 ) 0 Net deferred tax asset $ 0 $ 0 A reconciliation of estimated income tax expense at the statutory combined Federal and state income tax rate for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 Income tax expense combined rate 0 % 0 % |
Construction in Progress
Construction in Progress | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Construction in Progress | 5. Construction in progress On June 8, 2017, the Company entered into construction contracts for the construction and build-out of two dispensaries for the Carolina and Dorado locations for $123,700 and $100,075, respectively. On August 14, 2017 the Company entered into a construction contract for the construction and build-out of a dispensary for the Andalucia location for $117,200. On October 4, 2017 the Company entered into a construction contract for the construction and build-out of a dispensary for the Fajardo location for $127,600. As of December 31, 2017, the Company has paid $211,735 on interim payment applications to the contractor. The construction at the Dorado location has been completed. The construction is estimated to be completed at Carolina and Andalucia by April 15, 2018. The construction on the Fajardo location began on March 15, 2018 and is anticipated to be completed by May 31, 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions The Company entered into Consulting Agreements with the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) effective as of January 1, 2018. The CEO will be paid $20,000 per month plus expenses and the CFO will be paid $17,500 per month plus expenses. The two officers performed their executive and financial duties for the Company since March 17, 2017. During the year ended December 31, 2017, the CEO and CFO were paid $32,500 and $85,000, respectively. On March 9, 2018, the Company entered into a consulting agreement effective January 1, 2018 with Peach Management LLC (“Peach”), pursuant to which Peach shall provide certain consulting services relating to the execution of the Company’s business plan. In consideration of Peach’s services, the Company agrees to pay to Peach an amount of $10,000 per month, payable in accordance with the Company’s standard practices. On March 12, 2018 the Board of Directors increased the amount payable monthly to $25,000 to Peach On December 28, 2017, the Company appointed Alexander Zhilenkov as a board advisory consultant of the Company. In this capacity, Mr. Zhilenkov will provide support and strategic advice to the Company in identifying new business opportunities and expanding its operations geographically. (Note 3). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Term Sheet – Mythic Cuts, Inc. On October 27, 2017, the Company entered into a Term Sheet with Mythic Cuts, Inc. (“Mythic”) to form a limited liability company (“LLC”) for the purpose of operating within the cannabis industry. The LLC will be named Mythic Cuts Oakland, LLC (“Mythic Oakland”), which the Company and Mythic intend to operate as a cannabis cloning company. It is contemplated that Mythic Oakland will enter into a lease or sub-lease agreement with the Company in Oakland, California. The Company will own 51% of the Membership Interests for a purchase price of $1,600,000. Closing was be subject to satisfactory completion by GSRX of due diligence and upon the delivery of certain corporate and financial information reasonably requested by GSRX from Mythic. As of February 3, 2018, the Company determined not to proceed with the Mythic transaction. Letter of Intent – The Green Room and Greenlife Business On November 9, 2017, the Company entered into a Letter of Intent (the “Letter”) with The Green Room (the “Seller”) and Greenlife, pursuant to which Seller wishes to sell, transfer and assign to the Company, and the Company wishes to purchase and assume from Seller, certain assets and certain specified liabilities of the cannabis dispensary business of Seller (the “Proposed Transaction”), subject to the terms and conditions of the Letter. In consideration of the Proposed Transaction, the Company will pay a total of $350,000 (the “Purchase Price”). The Company agreed to make a non-refundable deposit in the amount of $7,000, or 2% of the Purchase Price, into an escrow account held in the name of the Seller. The Company deposited $7,000 into escrow on November 14, 2017. On March 26, 2018, the Company, through its wholly-owned subsidiary, Green Spirit Mendocino, LLC (“GS Mendocino”) was granted the local permit to operate by the City of Point Arena. This issuance of the permit allowed a payment of $230,000 to the Seller, leaving a remaining balance due of $120,000. (Note 8). 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. Pursuant to the terms of the Supply Agreement, the Company agreed to 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 has a term of ten years from the moment of its coming into effect.. If neither party announces termination of the Supply Agreement at least thirty (30) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement. Risk of Prosecution for Cannabis-Related Companies A company that is connected to the marijuana industry must be aware that cannabis-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 cannabis. Many states impose and enforce similar prohibitions. As of December 31, 2017 and April 4, 2018, 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. Effect of Hurricanes Irma and Maria On September 5, 2017 Hurricane Irma landed in Puerto Rico causing severe flooding and wind-related damage to the island. Power losses, lack of water and fuel were prevalent throughout the island. On September 20, 2017, approximately two weeks later, Hurricane Maria landed in Puerto Rico, causing more flooding, wind damage, water contamination and power losses. Although a large portion of the island suffered tangible damage, the Company’s construction sites did not suffer any substantial damage. While construction was delayed due to power loss construction commenced again in mid-October. The Company estimates completion of the dispensaries during the first and second quarters of 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events Purchase of The Green Room On March 7, 2018, the Company, through its wholly-owned subsidiary, GS Mendocino, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Coastal Patient Network d/b/a The Green Room Wellness Center (the “Seller”), pursuant to which GS Mendocino will acquire all of the assets relating to a retail cannabis business in Point Arena, Mendocino County, California (the “Retail Business”) for total cash consideration of $350,000 (the “Purchase Price”), subject to certain closing conditions. Pursuant to the Asset Purchase Agreement, GS Mendocino will purchase certain assets from the Seller, effective upon satisfaction of certain closing conditions, cash and cash equivalents, equipment, inventory, supplies, receivables, trade names, and certain intangible assets of the business. GS Mendocino will not acquire certain intangible assets nor will it assume any of the Seller’s liabilities. The Asset Purchase Agreement contains customary representations and considerations of each of the parties. In connection with the Asset Purchase Agreement, on March 7, 2018, GS Mendocino entered into a short-term lease with the landlord of the building where the Retail Business operates. The lease agreement provides for a term of sixty (60) days, which may be extended for up to an additional thirty (30) days, during which time GS Mendocino and the landlord will negotiate more definitive terms of the arrangement. In addition, GS Mendocino will make lease payments in the amount of $1,200 per month. Coinciding with the lease, the Company through its wholly-owned subsidiary 138 Main Street PA, LLC, entered into a contract on March 1, 2018 to purchase the building for $195,000. The Green Room currently occupies the building. The Company transferred $19,500 into an escrow account on execution of the contract, and will pay the remaining $175,500 at the closing date, which is to be determined. (Note 7). Consulting Agreement On January 1, 2018, the Company entered into a consulting agreement with Peach Management LLC (“Peach”),a related party, pursuant to which Peach shall provide certain consulting services relating to the execution of the Company’s business plan. (Note 6). Share issuance The following table illustrates the common stock transactions for services provided to the Company from January 1, 2018 through April 4, 2018: Common Category Shares Executives 800,000 Board of Directors 660,000 Consultants 22,500 Total 1,482,500 Letter of Intent – Progressive Collectives, LLC On January 26, 2018, the Company entered into a letter of intent with Progressive Collectives, LLC (“Progressive”), pursuant to which Progressive would sell and transfer the assets of a cannabis dispensary business, and the Company would purchase and assume the assets of such cannabis dispensary business, subject to the terms and conditions of the letter of intent with Progressive. Subject to a satisfactory due diligence investigation by the Company, and entry into a definitive agreement by and among the parties, the anticipated closing date of the proposed transaction shall be on or before February 2, 2018, subject to the right of the Company to extend such time for a period of forty-five days thereafter in the event the Company requires additional time to conduct its due diligence investigation. The Company and Progressive have signed extensions of time to complete the due diligence, the most recent one on March 23, 2018, extending the period for due diligence until ten days after Progressive files its 2017 Federal income tax return. Board of Directors On February 12, 2018, the Board increased the size of the Board by two (2) members and to appoint the following individuals to serve as directors of the Corporation, Harlan R. Ribnik, MD and Steven Farkas. In connection with the appointment of Mr. Farkas, the Board authorized to pay Mr. Farkas compensation as a member of the Board of the Corporation as follows: (i) a monthly fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter. In connection with the appointment of Dr. Ribnik, the Board authorized to pay Dr. Ribnik compensation as a member of the Board of the Corporation a quarterly fee of shares of the Corporation’s Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporation’s Common Stock on the last trading day of each quarter. On March 12, 2018 the Board appointed Mr. Christian Briggs as Chairman of the Board of the Company, effective immediately. Mr. Ball discussed the appointment of a fourth member to the Board, and recommended that the Board increase the number of members on the Board from three (3) to four (4) in accordance with the Company’s Bylaws. Mr. Ball further recommended that the Board appoint Mr. Briggs as Chairman of the Board. 2018 Stock Offering On February 23, 2018, the Company entered into a subscription agreement (the “February Agreement”) with selected accredited investors (each, an “Investor” and collectively, the “Investors”). Pursuant to the terms of the February Agreement, the Company sold in a private placement (the “February Offering”) an aggregate of 230,334 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $3.00 per Unit. The Offering resulted in $691,001 total gross proceeds. Each Unit consists of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) one (1) warrant to purchase shares of the Company’s common stock (each, a “Warrant” and together with the Units, Shares and the common stock issuable upon exercise of the Warrants (the “Warrant Shares”), collectively, the “Securities”). Each Warrant shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise price per share equal to $6.00 per share, subject to adjustment as provided in the Warrant agreement. Option to Purchase Building On February 27, 2018, Project 1493, LLC remitted $50,000 in the form of an option to purchase a building located at 51 McLeary Street in San Juan, Puerto Rico. The option gives the Company an exclusive ninety day option to purchase the building for $1,150,000, which can be executed by written consent, specifying the closing date. The Company anticipates closing prior to the end of March, 2018. The Company would continue to lease the property to the current tenant, a medical cannabis dispensary under the current lease which expires January 31, 2021. Joint Ventures – Spirulinex, LLC, Sunset Connect Oakland, LLC and Green Spirit Essentials, LLC On March 3, 2018, the Company entered into an operating agreement (the “Operating Agreement”) with Solunas Aqua Corp., a California corporation (“Solunas”), relating to the formation of Spirulinex, LLC, a California limited liability company (“Spirulinex”). Spirulinex was formed as a joint venture between the Company and Solunas (the “Joint Venture”) for the purpose of carrying out the manufacturing cannabis and cannabinoid products for distribution in the State of California (the “Business). The Operating Agreement will govern the terms of the Joint Venture, which will become effective upon satisfaction of certain closing conditions, including among other things, the requirement that (i) the Company contribute to Spirulinex an aggregate of 200,000 shares of common stock, par value $0.001 per share; (ii) the Company contribute to Spirulinex a total of $350,000 to fund the Business; and (iii) Solunas enter into an IP assignment agreement and IP purchase agreement with Spirulinex for all intellectual property and provisional patents relating to the Business. Upon the Effective Date, the Company will make an initial capital contribution of $510 in cash for 51% of the membership interests of Spirulinex, and Solunas will make an initial capital contribution of $490 in cash for 49% of the membership interests of Spirulinex. Pursuant to the Operating Agreement, any transfer of membership interests will require, among other things, the unanimous written approval of all other members. On March 26, 2018, the Company entered into an operating agreement (the “Operating Agreement”) with Happy VA Corp., a California corporation (“Happy”), relating to the formation of Sunset Connect Oakland, LLC, a California limited liability company (“Sunset”). Sunset was formed as a joint venture between the Company and Happy (the “Joint Venture”) for the purpose of carrying out the growing of cannabis for distribution in the State of California (the “Business). The Operating Agreement will govern the terms of the Joint Venture, the Company will make an initial capital contribution of $550 in cash for 55% of the membership interests of Sunset, and Happy will make an initial capital contribution of $450 in cash for 45% of the membership interests of Sunset. Pursuant to the Operating Agreement, any transfer of membership interests will require, among other things, the unanimous written approval of all other members. On March 26, 2018, the Company entered into an operating agreement (the “Operating Agreement”) with Happy VA Corp., a California corporation (“Happy”), relating to the formation of Green Spirit Essentials, LLC, a California limited liability company (“GS Essentials”). GS Essentials was formed as a joint venture between the Company and Happy (the “Joint Venture”) for the purpose of carrying out the extraction of cannabis oils for distribution in the State of California (the “Business). The Operating Agreement will govern the terms of the Joint Venture, the Company will make an initial capital contribution of $550 in cash for 55% of the membership interests of GS Essentials, and Happy will make an initial capital contribution of $450 in cash for 45% of the membership interests of GS Essentials. Pursuant to the Operating Agreement, any transfer of membership interests will require, among other things, the unanimous written approval of all other members. Bayamon Lease On March 14, 2018, Project 1493, LLC entered into an operating lease for the building located at A-15 Acacia Street, Avenida Lomas Verdes, Bayomon, Puerto Rico for five years beginning March 12, 2018 and ending March 11, 2023; with an initial term of ninety days to obtain all of the permits required to operate a medical cannabis dispensary. The initial three months lease obligation will be $2,099 per month and $3,000 for the next nine months. Subsequently, the monthly lease obligation will increase $100 per month for the remaining four years. The lease is triple net, as all utilities, insurance and taxes will be paid by Project 1493. 138 Main Street PA, LLC and lease On March 19, 2018, the Company organized 138 Main Street PA, LLC (“138”) to hold certain real property, located at 138 Main Street, Point Arena, California. On March 7, 2018 the Company entered into an agreement to purchase the building at 138 Main Street, Point Arena, California. On March 28, 2018 the Company deposited $19,500 into escrow per the requirements of the contract to purchase the building. The Company entered into a sixty lease until the purchase transaction can be completed. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements through December 31, 2017 include the accounts of the Company and its 100% owned subsidiary, Project 1493, LLC. (Note 1). |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the consolidated financial statements that are 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 consolidated financial statements. |
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. At December 31, 2017 the Company had $$6,508,000 in excess of FDIC depository insurance coverage. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. 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 and hold funds for businesses under letters of intents to purchase. 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. |
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, except for cash balances in excess of the FDIC depository insurance coverage, to significant interest, currency or credit risks arising from these financial instruments. |
Income Taxes | Income Taxes The Company follows 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 organized under the laws of the Commonwealth of Puerto Rico, and therefore will be taxed at statutory 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 are computed by dividing the net loss by the weighted average number of common shares outstanding. 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. (Note 3). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As of December 31, 2017 and through April 12, 2018, 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. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. This standard will be effective for our interim and annual periods beginning January 1, 2019, and must be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our consolidated financial position, but we do not expect it to have a material impact on our results of operations. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Transactions | The following table illustrates the common stock transactions for the year ended December 31, 2017: Preferred Common Category Shares Shares Cash, common shares 0 15,784,386 Cash, common shares held in escrow 0 77,167 Share Exchange Agreement 1,000 16,690,912 Debt Exchange Agreement 0 1,600,000 Services 0 6,742,572 Total 1,000 40,895,037 |
Schedule of Estimates and Assumptions in Black Scholes Model | Following are 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 Warrants Activity | Following is a summary of outstanding stock warrants at December 31, 2017 and activity during the year then ended: Weighted Number of Exercise Average Shares Price Price Warrants as of December 31, 2016 -- -- $ 0.00 Issued during year ended December 31, 2017 6,038,462 $ 0.50 $ 0.50 Expired and forfeited -- - - - - Exercised -- -- -- Warrants as of December 31, 2017 6,038,462 $ 0.50 $ 0.50 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The following table sets forth the components of estimated net deferred tax assets attributable to the Company’s net operating loss carry forward as of December 31, 2017 and 2016, respectively. 2017 2016 NOL carry forward $ 1,225,000 $ 0 Less: valuation allowance (1,225,000 ) 0 Net deferred tax asset $ 0 $ 0 |
Schedule of Reconciliation of Estimated Income Tax Expense | A reconciliation of estimated income tax expense at the statutory combined Federal and state income tax rate for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 Income tax expense combined rate 0 % 0 % |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of Common Stock Transactions for Services | The following table illustrates the common stock transactions for services provided to the Company from January 1, 2018 through April 4, 2018: Common Category Shares Executives 800,000 Board of Directors 660,000 Consultants 22,500 Total 1,482,500 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - $ / shares | May 11, 2017 | Dec. 31, 2017 |
Series A Preferred Stock [Member] | ||
Number of preferred stock shares grants during period | 1,000 | |
Voting percentage | 51.00% | |
Share Exchange Agreement [Member] | ||
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 | $ 0.50 | |
Issuance of exchange warrants term | 3 years | |
Voting percentage | 51.00% |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Liquid investments maturity, period | 3 months |
Excess of FDIC depository insurance coverage | $ | $ 6,508,000 |
Potentially dilutive securities | shares | 6,038,462 |
Project 1493, LLC [Member] | |
Ownership percentage | 100.00% |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Dec. 28, 2017 | May 11, 2017 | Mar. 17, 2017 | Dec. 31, 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 | 40,817,870 | 247,554 | |||
Common stock, shares outstanding | 40,817,870 | 247,554 | |||
Number shares held in escrow | 77,167 | 0 | |||
Preferred stock, shares authorized | 1,000 | ||||
Issuance of authorized units | 1,000 | ||||
Prepaid expenses | $ 1,000 | ||||
Beneficially owned percentage | 100.00% | ||||
Executives and Consultants [Member] | |||||
Issuance of shares for services, shares | 6,742,572 | ||||
Alexander Zhilenkov [Member] | |||||
Common stock, par value | $ 0.001 | ||||
Common stock, shares issued | 2,358,431 | ||||
Description of stock payable | Payable annually over a three-year period, subject to continuous service as a board advisory consultant. The annual fee is subject to vesting as follows: (i) one-third on December 28, 2017; (ii) one-third on December 28, 2018; and (iii) one-third on December 28, 2019. | ||||
Share Exchange Agreement [Member] | |||||
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 | $ 0.50 | ||||
Issuance of exchange warrants term | 3 years | ||||
Voting percentage | 51.00% | ||||
Debt Exchange Agreement [Member] | Fountainhead Capital Management Limited [Member] | |||||
Promissory note | $ 510,652 | ||||
Accrued interest | $ 129,265 | ||||
Aggregate number of shares of common stock | 1,800,000 | ||||
Blank Check [Member] | |||||
Preferred stock, shares authorized | 9,999,000 | ||||
Warrant [Member] | |||||
Exercise price of warrant | $ 0.50 | ||||
Outstanding warrants to purchase | 6,038,462 | ||||
Warrant term | 3 years | ||||
Warrant expense | $ 310,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 1,000 | ||||
Number of preferred stock shares grants during period | 1,000 | ||||
Voting percentage | 51.00% | ||||
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. |
Equity - Schedule of Common Sto
Equity - Schedule of Common Stock Transactions (Details) | 12 Months Ended |
Dec. 31, 2017shares | |
Preferred Shares [Member] | |
Cash | 0 |
Cash, common shares held in escrow | 0 |
Share Exchange Agreement | 1,000 |
Debt Exchange Agreement | 0 |
Services | 0 |
Total | 1,000 |
Common Shares [Member] | |
Cash | 15,784,386 |
Cash, common shares held in escrow | 77,167 |
Share Exchange Agreement | 16,690,912 |
Debt Exchange Agreement | 1,600,000 |
Services | 6,742,572 |
Total | 40,895,037 |
Equity - Schedule of Estimates
Equity - Schedule of Estimates and Assumptions in Black Scholes Model (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 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 Warrants Activity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of shares, Warrants | ||
Number of shares, Issued during quarter ended | 6,038,462 | |
Number of shares, Expired and forfeited | ||
Number of shares, Exercised | ||
Number of shares, Warrants | 6,038,462 | |
Exercise price, Issued during quarter ended December 31, 2017 | $ 0.50 | |
Exercise price, Expired and forfeited | ||
Exercise price, Exercised | ||
Exercise price, Warrants as of December 31, 2017 | 0.50 | |
Weighted average price, Issued during quarter ended December 31, 2017 | 0.50 | |
Weighted average price, Expired and forfeited | ||
Weighted average price, Exercised | ||
Weighted average price, Warrants as of December 31, 2017 | $ 0.50 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal income tax rate | 21.00% |
Current income tax benefit | $ 257,000 |
Deferred income tax benefit | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $ 1,225,000 | $ 0 |
Valuation allowance | (1,225,000) | 0 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Estimated Income Tax Expense (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense combined rate | 0.00% | 0.00% |
Construction in Progress (Detai
Construction in Progress (Details Narrative) - USD ($) | Oct. 04, 2017 | Aug. 14, 2017 | Jun. 08, 2017 | Dec. 31, 2017 |
Payment to contractor | $ 211,735 | |||
Construction is estimated to be completed | The construction at the Dorado location has been completed. The construction is estimated to be completed at Carolina and Andalucia by April 15, 2018. The construction on the Fajardo location began on March 15, 2018 and is anticipated to be completed by May 31, 2018. | |||
Carolina [Member] | ||||
Construction contracts | $ 123,700 | |||
Dorado [Member] | ||||
Construction contracts | $ 100,075 | |||
Andalucia [Member] | ||||
Construction contracts | $ 117,200 | |||
Fajardo [Member] | ||||
Construction contracts | $ 127,600 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Payments of related party | $ (170,734) |
Chief Executive Officer [Member] | |
Compensation paid | 32,500 |
Chief Financial Officer [Member] | |
Compensation paid | 85,000 |
Consulting Agreements [Member] | January 1, 2018 [Member] | Peach Management LLC [Member] | |
Payments of related party | 10,000 |
Consulting Agreements [Member] | March 12, 2018 [Member] | Peach Management LLC [Member] | |
Payments of related party | 25,000 |
Consulting Agreements [Member] | Chief Executive Officer [Member] | January 1, 2018 [Member] | |
Related party will be paid plus expenses | 20,000 |
Consulting Agreements [Member] | Chief Financial Officer [Member] | January 1, 2018 [Member] | |
Related party will be paid plus expenses | $ 17,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Nov. 09, 2017 | Apr. 18, 2017 | Dec. 31, 2017 | Nov. 14, 2017 | Oct. 27, 2017 |
Payments of related party | $ (170,734) | ||||
Long term supply agreement, description | Pursuant to the terms of the Supply Agreement, the Company agreed to 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 has a term of ten years from the moment of its coming into effect.. If neither party announces termination of the Supply Agreement at least thirty (30) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement. | ||||
Mythic Cuts, Inc [Member] | |||||
Membership interest percentage | 51.00% | ||||
Purchase price | $ 1,600,000 | ||||
Green Room [Member] | |||||
Purchase price | $ 350,000 | ||||
Non-refundable deposit | $ 7,000 | ||||
Percent of purchase price into escrow account | 2.00% | ||||
Escrow deposit | $ 7,000 | ||||
Green Room [Member] | March 26, 2018 [Member] | |||||
Payments of related party | $ 230,000 | ||||
Remaining balance due | $ 120,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 17, 2018 | Mar. 26, 2018 | Mar. 14, 2018 | Mar. 07, 2018 | Mar. 03, 2018 | Mar. 01, 2018 | Feb. 27, 2018 | Feb. 23, 2018 | Feb. 12, 2018 | Mar. 28, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||
Project 1493, LLC [Member] | ||||||||||||
Membership interests | 100.00% | |||||||||||
Subsequent Event [Member] | ||||||||||||
Purchase the building | $ 1,150,000 | |||||||||||
Lease expiration date | Jan. 31, 2021 | |||||||||||
Subsequent Event [Member] | Project 1493, LLC [Member] | ||||||||||||
Purchase the building | $ 50,000 | |||||||||||
Lease obligation remaining term | the monthly lease obligation will increase $100 per month for the remaining four years. | |||||||||||
Increased monthly lease obligation value for remaining four years | $ 100 | |||||||||||
Subsequent Event [Member] | Project 1493, LLC [Member] | Initial Three Months Lease [Member] | ||||||||||||
Initial three months lease obligation | 2,099 | |||||||||||
Subsequent Event [Member] | Project 1493, LLC [Member] | Next Nine Months Lease [Member] | ||||||||||||
Initial three months lease obligation | $ 3,000 | |||||||||||
Subsequent Event [Member] | Spirulinex, LLC [Member] | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Common stock, shares authorized | 200,000 | |||||||||||
Cash consideration | $ 350,000 | |||||||||||
Initial capital contribution | $ 510 | |||||||||||
Membership interests | 51.00% | |||||||||||
Subsequent Event [Member] | Solunas Aqua Corp [Member] | ||||||||||||
Initial capital contribution | $ 490 | |||||||||||
Membership interests | 49.00% | |||||||||||
Subsequent Event [Member] | Sunset Connect Oakland, LLC [Member] | ||||||||||||
Initial capital contribution | $ 550 | |||||||||||
Membership interests | 55.00% | |||||||||||
Subsequent Event [Member] | Happy VA Corp [Member] | ||||||||||||
Initial capital contribution | $ 450 | |||||||||||
Membership interests | 45.00% | |||||||||||
Subsequent Event [Member] | Green Spirit Essentials, LLC [Member] | ||||||||||||
Initial capital contribution | $ 550 | |||||||||||
Membership interests | 55.00% | |||||||||||
Subsequent Event [Member] | 138 Main Street PA, LLC [Member] | ||||||||||||
Transferred into an escrow account | $ 19,500 | |||||||||||
Subsequent Event [Member] | Mr. Farkas [Member] | ||||||||||||
Monthly fee | $ 1,000 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Compensation description | (i) a monthly fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Corporations common stock, par value $0.001 per share (the Common Stock), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporations Common Stock on the last trading day of each quarter. | |||||||||||
Subsequent Event [Member] | Dr. Ribnik [Member] | ||||||||||||
Compensation description | The Board authorized to pay Dr. Ribnik compensation as a member of the Board of the Corporation a quarterly fee of shares of the Corporations Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Corporations Common Stock on the last trading day of each quarter. | |||||||||||
Subsequent Event [Member] | Executives [Member] | ||||||||||||
Number of shares issued during period | 200,000 | |||||||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||||||
Number of shares issued during period | 10,000 | |||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | ||||||||||||
Payments for consideration | $ 350,000 | |||||||||||
Lease term | 60 days | |||||||||||
Additional lease term extended | 30 days | |||||||||||
Lease payments per month | $ 1,200 | |||||||||||
Subsequent Event [Member] | 138 Main Street PA, LLC [Member] | ||||||||||||
Purchase the building | $ 195,000 | |||||||||||
Transferred into an escrow account | $ 175,500 | $ 19,500 | ||||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Aggregate units of shares issued | 230,334 | |||||||||||
Sales unit price | $ 3 | |||||||||||
Total gross proceeds of shares issued | $ 691,001 | |||||||||||
Warrant to purchase shares of common stock | 1 | |||||||||||
Warrant term | 3 years | |||||||||||
Exercise price of warrant | $ 6 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Common Stock Transactions for Services (Details) - Subsequent Event [Member] | 3 Months Ended |
Apr. 04, 2018shares | |
Issuance of shares for services, shares | 1,487,500 |
Executives [Member] | |
Issuance of shares for services, shares | 800,000 |
Board of Directors [Member] | |
Issuance of shares for services, shares | 660,000 |
Consultants [Member] | |
Issuance of shares for services, shares | 27,500 |