Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Sep. 04, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GreenBox POS, LLC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 158,890,363 | |
Amendment Flag | true | |
Amendment Description | As disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 21, 2019, on February 19, 2019, the sole officers and directors, Ben Errez and Fredi Nisan (the "Management") of GreenBox POS (f/k/a GreenBox POS LLC) (the "Company"), concluded that the following previously filed financial statements of the Company should not be relied upon: (1) the Company's unaudited financial statements for the quarterly period ended June 30, 2018, contained in the Company's Quarterly Report on Form 10-Q, originally filed with the Securities and Exchange Commission (the "Commission") on September 6, 2018, as amended on September 10, 2018 (collectively, the "Original Q2 Report"); and (2) the Company's unaudited financial statements for the quarterly period ended September 30, 2018, contained in the Company's Quarterly Report on Form 10-Q, originally filed with the Commission on November 21, 2018 (the "Q3 Report"). As previously disclosed in Note 4 to the financial statements in each of the Original Q2 Report and the Q3 Report, the Company formerly had a revolving line of credit totaling $1,800,000 with Frank Yuan, the Company's former CEO and Jerome Yuan, the son of Frank Yuan. As previously disclosed in Note 8 to the financial statements in each of the Original Q2 Report and the Q3 Report, on April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares of the Company's common stock at a price of $0.001 per share. The Company, as disclosed in Note 8 in each of the Original Q2 Report and the Q3 Report, calculated that the total fair value of the 144,445,000 shares of common stock was $5,777,800. This resulted in a loss on the settlement of debt in the amount of $5,633,355. On December 26, 2018, information came to the attention of the Company's management that led it to investigate whether the Company's calculation of the total fair value of the 144,445,000 conversion shares was wrong. On February 19, 2019, Management concluded that the price per share of the conversion shares should have been valued using the conversion price of $0.001 and not the April 12, 2018 market price of $0.04. We are therefore filing this amended 10-Q ("Amended 10-Q") to the Original Q2 Report, to restate our financial statements and revise related disclosures (including, without limitation, those contained under Item 1, Financial Statements, and Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations), contained in the Original Q2 Report to reflect the correct loss on the settlement of debt. The amendment to the Q3 Report is being filed concurrently with this Amended 10-Q. Specifically, this Amended 10-Q is being filed in order to restate: Our balance sheets as of June 30, 2018 by recording additional paid-in-capital of $5,532,244 such that the restated additional paid-in capital is now ($801,161) and retained earnings increased by $5,532,244 such that retained earnings are now $382,554. Our statements of operations for the three months and six months ended June 30, 2018. As a result of the restatement, our consolidated net loss for the three months and six months ended June 30, 2018 decreased by $5,532,244 during each period. As several parts of the Original Q2 Report are amended and/or restated by this Amended 10-Q, for convenience, we have repeated the entire text of the Original Q2 Report, as amended and/or restated by this Amended 10-Q. Readers should therefore read and rely on this Amended 10-Q in lieu of the Original Q2 Report. Except as amended and/or restated by this Amended 10-Q, no other information included in the Original Q2 Report is being amended or updated by this Amended 10-Q. This Amended 10-Q continues to describe the conditions as of the date of the Original Q2 Report and, except as contained therein, we have not updated or modified the disclosures contained in the Original Q2 Report. Accordingly, this Amended 10-Q should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Q2 Report, including any amendment to those filings. | |
Entity Central Index Key | 0001419275 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash of discontinued operations | $ 0 | $ 90,282 |
Due from affiliated companies of discontinued operations | 0 | 20,881 |
Total current assets of discontinued operations | 0 | 111,163 |
Furniture and equipment of discontinued operations, net | 0 | 78,763 |
Total Assets of Discontinued Operations | 0 | 189,926 |
Current liabilities | ||
Accounts payable and accrued expenses of discontinued operations | 0 | 342,924 |
Accrued officer expenses of discontinued operations | 0 | 42,000 |
Auto loan of discontinued operations, current | 0 | 4,003 |
Income tax payable of discontinued operations | 259,717 | 84,684 |
Line of credit, officers of discontinued operations | 0 | 212,140 |
Total Current Liabilities of Discontinued Operations | 259,717 | 685,751 |
Long-Term Liabilities | ||
Auto loan of discontinued operations, noncurrent | 0 | 16,261 |
Equipment loan of discontinued operations, noncurrent | 0 | 12,299 |
Total Long-Term Liabilities of Discontinued Operations | 259,717 | 714,311 |
Stockholders’ Deficit | ||
Preferred stock, 5,000,000 shares authorized; zero shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 495,000,000 shares authorized, 158,890,363 and 14,445,363 shares issued and outstanding at June 30, 2018 and December 31, 2017 | 158,890 | 14,445 |
Additional paid-in capital | (801,161) | (902,272) |
Retained earnings | 382,554 | 363,442 |
Total Stockholders’ Deficit | (259,717) | (524,385) |
Total Liabilities and Stockholders’ Deficit | $ 0 | $ 189,926 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 158,890,363 | 14,445,363 |
Common stock, shares outstanding | 158,890,363 | 14,445,363 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Gross Profit | 0 | 0 | 0 | 0 |
Net (loss) income from continuing operations | 0 | 0 | 0 | 0 |
Net (loss) income from discontinued operations, net of income taxes | (106,360) | 43,555 | 19,112 | 33,758 |
Net (loss) Income | $ (106,360) | $ 43,555 | $ 19,112 | $ 33,758 |
Income from continuing operations per basic and diluted common share (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Income from discontinued operations per basic and diluted common share (in Dollars per share) | 0 | 0 | 0 | 0 |
Basic and diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and diluted (in Shares) | 139,842,671 | 14,445,363 | 77,490,418 | 14,445,363 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (loss) from continuing operations | $ 0 | $ 0 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Accretion of discount on convertible note payable | 0 | 0 |
Amortization of debt issuance costs included in interest expense | 0 | 0 |
Changes in operating assets and liabilities | ||
Interest receivable from affiliated company | 0 | 0 |
Income tax payable | 119,184 | 38,147 |
Net cash provided by (used in) operating activities - continuing operations | 119,184 | 38,147 |
Net cash provided by (used in) operating activities - discontinued operations | 84,058 | 28,680 |
Net cash provided by operating activities | 203,242 | 66,827 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Net cash provided by (used in) investing activities - discontinued operations | (135,431) | (59,346) |
Net cash provided by (used in) investing activities | (135,431) | (59,346) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from borrowings on convertible note payable | 0 | 0 |
Payments of loan origination fees | 0 | 0 |
Net cash provided by (used in) financing activities – continuing operations | 0 | 0 |
Net cash provided by (used in) financing activities – discontinued operations | (158,093) | (40,042) |
Net cash provided by (used in) financing activities | (158,093) | (40,042) |
Net increase (decrease) in cash | (90,282) | (32,561) |
Cash, beginning of period | 90,282 | 32,761 |
Cash, end of period | 0 | 200 |
Cash paid during the period | ||
Interest | 0 | 439 |
Income taxes | 0 | 800 |
Non-cash investing and financing activities | ||
Vehicle purchased through auto loan | 0 | 22,789 |
Conversion of Line of credit, officers to shares of common stock | $ 144,445 | $ 0 |
NOTE 1 - SUMMARY OF SIGNIFICANT
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION GreenBox POS LLC (“GreenBox” or the “Company”) was originally incorporated on April 10, 2007 under the laws of the State of Nevada as ASAP Expo, Inc. Prior to July 2011, the investment banking services division was the core business of ASAP Expo. ASAP Expo helped small and medium sized businesses raise funds and promote business through capital markets. In July 2011, ASAP Expo transitioned its core business to providing real estate advisory services from investment banking advisory services for Chinese companies and high net worth individuals. On March 23, 2018, Frank Yuan, the controlling shareholder of ASAP Expo, Inc., entered into a stock purchase agreement whereby it sold 144,445,000 shares of ASAP Expo Inc.'s common stock to GreenBox POS LLC, , representing 90% of ASAP Expo, Inc.'s issued and outstanding shares of common stock. Pursuant to this transaction, on April 12, 2018, ASAP Expo, Inc. entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc. in consideration of assumption of the entirety of its liabilities. The transaction contemplated in the March 23 rd Since April 12, 2018, the Company’s operations have consisted of providing management and business development services. BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Unaudited Interim Financial Information These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018. The balance sheets and certain comparative information as of December 31, 2017 are derived from the audited financial statements and related notes for the year ended December 31, 2017 (“2017 Annual Financial Statements”), included in the Company's 2017 Annual Report on Form 10-K. These unaudited interim condensed financial statements should be read in conjunction with the 2017 Annual Financial Statements. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has cash equivalents of $0 and $90,282 as of June 30, 2018 and December 31, 2017, respectively. GOING CONCERN As shown in the accompanying financial statements and as discussed in Note 3, all assets and liabilities of the Company were acquired on April 12, 2018. As a result, the previous operations of the Company have been removed, raising substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash, prepaid expenses and other receivables, accounts payable, accrued liabilities and due to/from affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company's financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP 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. REVENUE RECOGNITION Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, Revenues are mainly consulting fees. The consulting fees are recognized when earned. Consulting fees from real estate advisory services that are subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable. INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. EARNINGS PER SHARE A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company's diluted earnings/loss per share is the same as the basic earnings/loss per share for the three and six months ended June 30, 2018 and 2017, as there are no potential shares outstanding that would have a dilutive effect. |
NOTE 2 - RESTATEMENT
NOTE 2 - RESTATEMENT | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | NOTE 2 – RESTATEMENT This financial statements for the quarter ended June 30, 2018 have been restated to reflect the correct loss on debt settlement that came to management's attention after the financial statements for the six months ended June 30, 2018 was initially filed. On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares of the Company’s common stock at the price of $0.001 per share. The total fair value of the conversion feature was originally valued at $5,777,800, based on common shares equivalent of 144,445,000 shares of common stock at the current trading price. This resulted in a loss on the settlement of debt in the amount of $5,633,355. The loss was recognized immediately and was first reflected in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, which was filed on September 6, 2018. It came to the management’s attention that the initial valuation approach was not appropriate. The Company was thinly traded with minimal trading activities, and Frank Yuan was the sole shareholder of the Company on the conversion date. ASC 820 defined fair value as, “The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The same shares were subsequently sold for $250,000 to a third party on May 3, 2018. The management believes the $250,000 reflects the fair value of the Company common shares on conversion date due to the proximate time period between the conversion date and the stock sale date. Therefore the Company recorded a loss on the conversion of $105,555 which represented the difference between the principal balance of $144,445 and $250,000. The impact of those restatements on the June 30, 2018 unaudited financial statements is reflected in the following table: Weighted June 30, 2018 average As Originally shares Reported Adjustments Restated outstanding Balance Sheet Additional paid-in capital 4,731,083 (5,532,244 ) (801,161 ) Retained earnings (5,149,690 ) 5,532,244 382,554 Stockholders' equity (259,717 ) - (259,717 ) Condensed Statement of Operations - for the three months ended Net (loss) income from discontinued operations, net of income taxes (5,638,604 ) 5,532,244 (106,360 ) Net income (loss) (5,638,604 ) 5,532,244 (106,360 ) Basic and diluted income (loss) per share (0.04 ) (0.00 ) 139,842,671 Basic and diluted income (loss) per share - discontinued operations (0.04 ) (0.00 ) Condensed Statement of Operations - for the six months ended Net (loss) income from discontinued operations, net of income taxes (5,513,132 ) 5,532,244 19,112 Net income (loss) (5,513,132 ) 5,532,244 19,112 Basic and diluted income (loss) per share (0.07 ) 0.00 77,490,418 Basic and diluted income (loss) per share - discontinued operations (0.07 ) 0.00 |
NOTE 3 - DISCONTINUED OPERATION
NOTE 3 - DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 3 - DISCONTINUED OPERATIONS On April 12, 2018, ASAP Property Holdings Inc. (“Holdings”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company, to acquire all the assets and all liabilities of the Company (the “Acquired Assets”). On April 12, 2018, the Company completed the sale of its Acquired Assets in an asset purchase transaction (the “Transaction”) pursuant to the terms and conditions of the Purchase Agreement. As a result of the consummation of the Purchase Agreement, on April 12, 2018, in consideration for the Acquired Assets, Holdings paid the Company $0 in cash and assumed $234,605 of liabilities in excess of assets. The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows: Cash $ 77,292 Petty Cash 200 Other Receivables 30,790 Accounts Receivable from Affiliates 156,312 Fixed Assets - Accounts Payable (218,195 ) Payroll & Payroll Tax (68,801 ) Accrued Expenses (91,224 ) Accrued Interest - Solar Equipment (262 ) Other Accrued Interest (35,432 ) Auto Loan (4,034 ) Promissory Note (54,048 ) Auto Loan (14,905 ) Equipment Loan - Solar Equipment (12,298 ) Total $ (234,605 ) Losses from discontinued operations during the three months ended June 30, 2018 are $106,360 and net income from discontinued operations during the six months ended June 30, 2018 of $19,112. Holdings agreed to assume responsibility for and fulfill the tax obligations of the Company. Holdings agrees to indemnify and hold harmless the Company for any liability, costs, and/or fees incurred due to Holdings' failure to fulfill such obligations. Accrued income taxes of $259,717 are recorded as Income tax of discontinued operations payable on the balance sheets. The Transaction has resulted in the removal of the previous operations of the Company. Since April 12, 2018, the Company’s operations have consisted of providing management and business development services. Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations that are disclosed in Statements of Operations for the three and six months ended June 30, 2018 and 2017. Three Months Ended June 30 Six Months Ended June 30 2018 2017 2018 2017 (Restated) (Restated) Revenues Consulting fees $ 95,290 $ 460,300 $ 428,334 $ 829,800 Management Fee - 24,000 255,161 43,200 Total revenues 95,290 484,300 683,495 873,000 Cost of Sales Consulting expense 21,000 141,700 120,500 393,700 Total cost of sales 21,000 141,700 120,500 393,700 Gross Profit 74,290 342,600 562,995 479,300 Operating expenses: General and administrative 118,923 256,086 422,929 392,542 Total operating expenses 118,923 256,086 422,929 392,542 Income from discontinued operations (44,633 ) 86,514 140,066 86,758 Other Income (Expense) Net gain on asset purchase agreement 159,848 - 159,848 - Gain on sale of fixed assets - 5,277 ̶ 5,277 Loss on settlement of debt (101,111 ) (101,111 ) - Interest expense (479 ) (10,089 ) (3,695 ) (19,330 ) Total other income (expense, net) 58,258 (4,812 ) 55,042 (14,053 ) Income before income taxes 13,625 81,702 195,108 72,705 Income taxes provision 119,985 38,147 175,996 38,947 Net (loss) Income from Discontinued Operations $ (106,360 ) $ 43,555 $ 19,112 $ 33,758 The following table summarizes the operating and investing cash flows of discontinued operations for the six months ended June 30, 2018 and 2017. Six Months Ended June 30 2018 2017 (Restated) Operating Activities: Net Income (loss) from discontinued operations $ 19,112 $ 33,758 Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: Depreciation expense 4,004 5,092 Capital gain - (5,277 ) Assets distributed in asset purchase agreement, net (159,848 ) - Loss on settlement of debt 101,111 - Conversion of line of credit to common stock 144,445 - Changes in operating assets and liabilities Accounts receivable - (6,000 ) Prepaid expenses and other current assets (30,791 ) (50,000 ) Accounts payable and accrued expenses 19,673 51,107 Accrued expenses – officer (13,648 ) - Income tax payable 119,184 38,147 Net cash provided by (used in) operating activities 203,242 66,827 Investing Activities: Furniture and equipment sold in asset purchase agreement (135,431 ) - Acquisitions of furniture and equipment - (3,214 ) Due from affiliated companies - (56,132 ) Net cash used in investing activities (135,431 ) (59,346 ) Financing Activities: Payments on auto loan - (1,786 ) Bank overdraft - 59,409 Proceeds from borrowings on note payable from officers - 285,112 Repayments of borrowings on note payable form officers (158,093 ) (382,777 ) Net cash provided by (used in) financing activities (158,093 ) (40,042 ) Net increase (decrease) in cash (90,282 ) (32,561 ) Cash, beginning of period 90,282 32,761 Cash, end of period $ - $ 200 Supplemental disclosures of cash flow information: Cash paid during the period Interest $ - $ 439 Income taxes $ - $ 800 Non-cash investing and financing activities Vehicle purchased through auto loan $ - $ 22,789 Conversion of Line of credit, officers to shares of common stock $ 144,445 $ - |
NOTE 4 - PROPERTY AND EQUIPMENT
NOTE 4 - PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 - PROPERTY AND EQUIPMENT Equipment consists of the following: June 30, December 31, 2018 2017 Furniture & Fixtures $ - $ 35,812 Office Equipment - 10,510 Automobile - 27,657 Leasehold Improvements - 24,527 - 98,506 Less: Accumulated Depreciation - (19,743 ) - 78,763 Furniture and equipment were sold in the Transaction. |
NOTE 5 - RELATED PARTY TRANSACT
NOTE 5 - RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 - RELATED PARTY TRANSACTIONS At June 30, 2018 and December 31, 2017, GreenBox was owed $0 and $20,881 from affiliated companies in which GreenBox's officers are also owners and officers. The advance has no written note, is non-interest bearing and payable on demand to the Company and expected to be paid within one year. The Company had a revolving line of credit totaling $1,800,000 with Frank Yuan, CEO and Jerome Yuan, his son. The line of credit bore interest at 6% per annum and was due upon demand, as amended. On December 31, 2014, the convertible note was amended to waive the right of conversion and was to be used as a line of credit. On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares. During the six months ended June 30, 2018 and 2017, the Company incurred interest expense totaling $3,333 and $18,842 in connection with the Line. The balance of the credit line as of June 30, 2018 was $0 and the accrued interest on the line of credit was $0. The balance of the credit line as of December 31, 2017 was $212,140 and the accrued interest was $32,100. The son of the Company's officer (“Son”) receives salary from the Company for work performed. During three months ended June 30, 2018 and 2017, the Son received salary of $20,000 and $40,000, respectively. On April 12, 2018, the Company entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc., an affiliated entity owned and operated by Frank Yuan, in consideration of assumption of the entirety of its liabilities. |
NOTE 6 - AUTO LOAN
NOTE 6 - AUTO LOAN | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 - AUTO LOAN In April 2017, the Company traded-in its old vehicle for a new vehicle with a financing agreement of $4,868 down and 2.39% interest, which was purchased in conjunction with the Transaction. As of June 30, 2018, there are no minimum payments or obligations due by the Company under the auto loan. |
NOTE 7 - EQUIPMENT LOAN
NOTE 7 - EQUIPMENT LOAN | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | NOTE 7 - EQUIPMENT LOAN In September 2015, the Company installed a solar system on its leased office for $17,570 with a 30-year loan at 5.49% interest. Each payment date, the Company will pay at least “Total Amount Due” that is displayed on the monthly bill. The Total Amount Due will be the sum of all past due amounts plus the “Current Monthly Payment” that will be displayed on the monthly bill. Current Monthly Payments will be calculated as follows: the amount of kWh produced for the preceding month by the system; multiplied by the applicable agreed Equivalent Rate per kWh. The “Equivalent Rate per kWh” is based upon 5 factors: 1) the loan balance (which includes any accrued interest); 2) the Loan Term; 3) the applicable APR; 4) the expected production of the system; and 5) 2.50 % kWh annual rate escalator. The expected production of the system is an estimate, the actual payments could be higher or lower depending on the actual production from the system. If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law. The equipment loan was acquired by Holdings in the Transaction. As of June 30, 2018, there are no estimated future Current Monthly Payments owed by the Company. |
NOTE 8 - INCOME TAXES
NOTE 8 - INCOME TAXES | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8 - INCOME TAXES The income taxes provision for the six months ended June 30, 2018 consists of current income tax of $175,996. Uncertain Tax Positions Interest associated with unrecognized tax benefits is classified as income tax and penalties are included in selling, general and administrative expenses in the statements of operations and comprehensive income. For the three and the six months ended June 30, 2018 and 2017, the Company had no unrecognized tax benefits and related interest and penalties expenses. The Company's 2014, 2015, 2016 and 2017 tax years remain subject to examination by the U.S. tax authorities. |
NOTE 9 - SHAREHOLDERS' DEFICIT
NOTE 9 - SHAREHOLDERS' DEFICIT (RESTATED) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 - SHAREHOLDERS' DEFICIT (RESTATED) Common Stock On July 29, 2017, the Board of Directors of the Company approved to increase the authorized shares of the Company to 500,000,000 (the “Increase”), with 495,000,000 shares being Common Stock and 5,000,000 shares being preferred stock, subject to Stockholder approval. The Majority Stockholder approved the Increase by written consent in lieu of a meeting on July 29, 2017. The increased number of authorized shares were retroactively presented on balance sheets. On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares of the Company's common stock at a price of $0.001 per share. The total fair value of the conversion feature was originally valued at $5,777,800, based on common shares equivalent of 144,445,000 shares of common stock at the then trading price. This resulted in a loss on the settlement of debt in the amount of $5,633,355. The loss was recognized immediately. It came to the management’s attention that the initial valuation approach was not appropriate. The Company was thinly traded with minimal trading activities, and Frank Yuan was the sole shareholder of the Company on the conversion date. ASC 820 defined fair value as, “The price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The same shares were subsequently sold for $250,000 to a third party on May 3, 2018. The management believes the $250,000 reflects the fair value of the Company common shares on conversion date due to the proximate time period between the conversion date and the stock sale date. Therefore the Company recorded a loss on the conversion of $105,555 which represented the difference between the principal balance of $144,445 and $250,000. At June 30, 2018 and December 31, 2017, the Company had 158,890,363 and 14,445,363 shares, respectively, issued and outstanding at par value $0.001 per share. |
NOTE 10 - SUBSEQUENT EVENT
NOTE 10 - SUBSEQUENT EVENT | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 - SUBSEQUENT EVENT In preparing the condensed consolidated financial statements as of and for the three and six months ended June 30, 2018, the Company has evaluated subsequent events for recognition and measurement purposes. The Company has concluded that the following events require disclosure in the accompanying consolidated financial statements: Asset Purchase Agreement On September 4, 2018, the Company came to a preliminary understanding with GreenBox POS LLC, a Washington limited liability company that is the majority shareholder of the Company, pursuant to which it will be assigned any and all assets related to its blockchain gateway and payment system business, point of sale system business, delivery business, kiosk business (collectively, the “Business”), and all intellectual property thereto in consideration of assuming any and all liabilities related to the Business. No agreement has been signed as of this date but the parties are endeavoring to finalize the transaction within thirty (30) days of September 4, 2018. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Unaudited Interim Financial Information These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018. The balance sheets and certain comparative information as of December 31, 2017 are derived from the audited financial statements and related notes for the year ended December 31, 2017 (“2017 Annual Financial Statements”), included in the Company's 2017 Annual Report on Form 10-K. These unaudited interim condensed financial statements should be read in conjunction with the 2017 Annual Financial Statements. |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has cash equivalents of $0 and $90,282 as of June 30, 2018 and December 31, 2017, respectively. |
Going Concern [Policy Text Block] | GOING CONCERN As shown in the accompanying financial statements and as discussed in Note 3, all assets and liabilities of the Company were acquired on April 12, 2018. As a result, the previous operations of the Company have been removed, raising substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash, prepaid expenses and other receivables, accounts payable, accrued liabilities and due to/from affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The Company's financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments. |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP 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. |
Revenue Recognition, Policy [Policy Text Block] | REVENUE RECOGNITION Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, Revenues are mainly consulting fees. The consulting fees are recognized when earned. Consulting fees from real estate advisory services that are subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. |
Earnings Per Share, Policy [Policy Text Block] | EARNINGS PER SHARE A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company's diluted earnings/loss per share is the same as the basic earnings/loss per share for the three and six months ended June 30, 2018 and 2017, as there are no potential shares outstanding that would have a dilutive effect. |
NOTE 2 - RESTATEMENT (Tables)
NOTE 2 - RESTATEMENT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The impact of those restatements on the June 30, 2018 unaudited financial statements is reflected in the following table: Weighted June 30, 2018 average As Originally shares Reported Adjustments Restated outstanding Balance Sheet Additional paid-in capital 4,731,083 (5,532,244 ) (801,161 ) Retained earnings (5,149,690 ) 5,532,244 382,554 Stockholders' equity (259,717 ) - (259,717 ) Condensed Statement of Operations - for the three months ended Net (loss) income from discontinued operations, net of income taxes (5,638,604 ) 5,532,244 (106,360 ) Net income (loss) (5,638,604 ) 5,532,244 (106,360 ) Basic and diluted income (loss) per share (0.04 ) (0.00 ) 139,842,671 Basic and diluted income (loss) per share - discontinued operations (0.04 ) (0.00 ) Condensed Statement of Operations - for the six months ended Net (loss) income from discontinued operations, net of income taxes (5,513,132 ) 5,532,244 19,112 Net income (loss) (5,513,132 ) 5,532,244 19,112 Basic and diluted income (loss) per share (0.07 ) 0.00 77,490,418 Basic and diluted income (loss) per share - discontinued operations (0.07 ) 0.00 |
NOTE 3 - DISCONTINUED OPERATI_2
NOTE 3 - DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows: Cash $ 77,292 Petty Cash 200 Other Receivables 30,790 Accounts Receivable from Affiliates 156,312 Fixed Assets - Accounts Payable (218,195 ) Payroll & Payroll Tax (68,801 ) Accrued Expenses (91,224 ) Accrued Interest - Solar Equipment (262 ) Other Accrued Interest (35,432 ) Auto Loan (4,034 ) Promissory Note (54,048 ) Auto Loan (14,905 ) Equipment Loan - Solar Equipment (12,298 ) Total $ (234,605 ) |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Three Months Ended June 30 Six Months Ended June 30 2018 2017 2018 2017 (Restated) (Restated) Revenues Consulting fees $ 95,290 $ 460,300 $ 428,334 $ 829,800 Management Fee - 24,000 255,161 43,200 Total revenues 95,290 484,300 683,495 873,000 Cost of Sales Consulting expense 21,000 141,700 120,500 393,700 Total cost of sales 21,000 141,700 120,500 393,700 Gross Profit 74,290 342,600 562,995 479,300 Operating expenses: General and administrative 118,923 256,086 422,929 392,542 Total operating expenses 118,923 256,086 422,929 392,542 Income from discontinued operations (44,633 ) 86,514 140,066 86,758 Other Income (Expense) Net gain on asset purchase agreement 159,848 - 159,848 - Gain on sale of fixed assets - 5,277 ̶ 5,277 Loss on settlement of debt (101,111 ) (101,111 ) - Interest expense (479 ) (10,089 ) (3,695 ) (19,330 ) Total other income (expense, net) 58,258 (4,812 ) 55,042 (14,053 ) Income before income taxes 13,625 81,702 195,108 72,705 Income taxes provision 119,985 38,147 175,996 38,947 Net (loss) Income from Discontinued Operations $ (106,360 ) $ 43,555 $ 19,112 $ 33,758 Six Months Ended June 30 2018 2017 (Restated) Operating Activities: Net Income (loss) from discontinued operations $ 19,112 $ 33,758 Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: Depreciation expense 4,004 5,092 Capital gain - (5,277 ) Assets distributed in asset purchase agreement, net (159,848 ) - Loss on settlement of debt 101,111 - Conversion of line of credit to common stock 144,445 - Changes in operating assets and liabilities Accounts receivable - (6,000 ) Prepaid expenses and other current assets (30,791 ) (50,000 ) Accounts payable and accrued expenses 19,673 51,107 Accrued expenses – officer (13,648 ) - Income tax payable 119,184 38,147 Net cash provided by (used in) operating activities 203,242 66,827 Investing Activities: Furniture and equipment sold in asset purchase agreement (135,431 ) - Acquisitions of furniture and equipment - (3,214 ) Due from affiliated companies - (56,132 ) Net cash used in investing activities (135,431 ) (59,346 ) Financing Activities: Payments on auto loan - (1,786 ) Bank overdraft - 59,409 Proceeds from borrowings on note payable from officers - 285,112 Repayments of borrowings on note payable form officers (158,093 ) (382,777 ) Net cash provided by (used in) financing activities (158,093 ) (40,042 ) Net increase (decrease) in cash (90,282 ) (32,561 ) Cash, beginning of period 90,282 32,761 Cash, end of period $ - $ 200 Supplemental disclosures of cash flow information: Cash paid during the period Interest $ - $ 439 Income taxes $ - $ 800 Non-cash investing and financing activities Vehicle purchased through auto loan $ - $ 22,789 Conversion of Line of credit, officers to shares of common stock $ 144,445 $ - |
NOTE 4 - PROPERTY AND EQUIPME_2
NOTE 4 - PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Equipment consists of the following: June 30, December 31, 2018 2017 Furniture & Fixtures $ - $ 35,812 Office Equipment - 10,510 Automobile - 27,657 Leasehold Improvements - 24,527 - 98,506 Less: Accumulated Depreciation - (19,743 ) - 78,763 |
NOTE 1 - SUMMARY OF SIGNIFICA_2
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 23, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | |||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 144,445,000 | ||||
Equity Method Investment, Ownership Percentage | 90.00% | ||||
Cash and Cash Equivalents, at Carrying Value | $ 0 | $ 90,282 | $ 200 | $ 32,761 |
NOTE 2 - RESTATEMENT (Details)
NOTE 2 - RESTATEMENT (Details) - USD ($) | May 03, 2018 | Apr. 12, 2018 |
NOTE 2 - RESTATEMENT (Details) [Line Items] | ||
Debt Conversion, Original Debt, Amount | $ 144,445 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 144,445,000 | |
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 5,777,800 | |
Stock Issued During Period, Value, New Issues | $ 250,000 | |
Previously Reported [Member] | ||
NOTE 2 - RESTATEMENT (Details) [Line Items] | ||
Gain (Loss) on Extinguishment of Debt | (5,633,355) | |
Restatement Adjustment [Member] | ||
NOTE 2 - RESTATEMENT (Details) [Line Items] | ||
Gain (Loss) on Extinguishment of Debt | (105,555) | |
Restatement Adjustment [Member] | Principal [Member] | ||
NOTE 2 - RESTATEMENT (Details) [Line Items] | ||
Debt Conversion, Original Debt, Amount | $ 144,445 |
NOTE 2 - RESTATEMENT (Details)
NOTE 2 - RESTATEMENT (Details) - Schedule of Error Corrections and Prior Period Adjustments - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Balance Sheet | |||||
Additional paid-in capital | $ (801,161) | $ (801,161) | $ (902,272) | ||
Retained earnings | 382,554 | 382,554 | 363,442 | ||
Stockholders' equity | (259,717) | (259,717) | $ (524,385) | ||
Condensed Statement of Operations - for the three months ended | |||||
Net (loss) income from discontinued operations, net of income taxes | (106,360) | 19,112 | |||
Net income (loss) | $ (106,360) | $ 43,555 | $ 19,112 | $ 33,758 | |
Basic and diluted income (loss) per share (in Dollars per share) | $ 0 | $ 0 | |||
Basic and diluted income (loss) per share (in Shares) | 139,842,671 | 77,490,418 | |||
Basic and diluted income (loss) per share - discontinued operations (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | |
Scenario, Adjustment [Member] | |||||
Balance Sheet | |||||
Additional paid-in capital | $ (5,532,244) | $ (5,532,244) | |||
Retained earnings | 5,532,244 | 5,532,244 | |||
Stockholders' equity | 0 | 0 | |||
Condensed Statement of Operations - for the three months ended | |||||
Net (loss) income from discontinued operations, net of income taxes | 5,532,244 | 5,532,244 | |||
Net income (loss) | 5,532,244 | 5,532,244 | |||
Previously Reported [Member] | |||||
Balance Sheet | |||||
Additional paid-in capital | 4,731,083 | 4,731,083 | |||
Retained earnings | (5,149,690) | (5,149,690) | |||
Stockholders' equity | (259,717) | (259,717) | |||
Condensed Statement of Operations - for the three months ended | |||||
Net (loss) income from discontinued operations, net of income taxes | (5,638,604) | (5,513,132) | |||
Net income (loss) | $ (5,638,604) | $ (5,513,132) | |||
Basic and diluted income (loss) per share (in Dollars per share) | $ (0.04) | $ (0.07) | |||
Basic and diluted income (loss) per share - discontinued operations (in Dollars per share) | $ (0.04) | $ (0.07) |
NOTE 3 - DISCONTINUED OPERATI_3
NOTE 3 - DISCONTINUED OPERATIONS (Details) - USD ($) | Apr. 12, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Payments to Acquire Businesses, Gross | $ 0 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 234,605 | |||
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | $ 106,360 | $ 19,112 | ||
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable, Current | $ 259,717 | $ 259,717 | $ 84,684 |
NOTE 3 - DISCONTINUED OPERATI_4
NOTE 3 - DISCONTINUED OPERATIONS (Details) - Schedule of Business Acquisitions, by Acquisition - ASAP Property Holdings [Member] | Apr. 12, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 77,292 |
Petty Cash | 200 |
Other Receivables | 30,790 |
Accounts Receivable from Affiliates | 156,312 |
Fixed Assets | 0 |
Accounts Payable | (218,195) |
Payroll & Payroll Tax | (68,801) |
Accrued Expenses | (91,224) |
Accrued Interest - Solar Equipment | (262) |
Other Accrued Interest | (35,432) |
Auto Loan | (4,034) |
Promissory Note | (54,048) |
Auto Loan | (14,905) |
Equipment Loan - Solar Equipment | (12,298) |
Total | $ (234,605) |
NOTE 3 - DISCONTINUED OPERATI_5
NOTE 3 - DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - Discontinued Operations [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
Revenues | $ 95,290 | $ 484,300 | $ 683,495 | $ 873,000 |
Cost of Sales | ||||
Cost of sales | 21,000 | 141,700 | 120,500 | 393,700 |
Gross Profit | 74,290 | 342,600 | 562,995 | 479,300 |
General and administrative | 118,923 | 256,086 | 422,929 | 392,542 |
Total operating expenses | 118,923 | 256,086 | 422,929 | 392,542 |
Income from discontinued operations | (44,633) | 86,514 | 140,066 | 86,758 |
Other Income (Expense) | ||||
Net gain on asset purchase agreement | 159,848 | 0 | 159,848 | 0 |
Gain on sale of fixed assets | 0 | 5,277 | 0 | 5,277 |
Loss on settlement of debt | (101,111) | 0 | (101,111) | 0 |
Interest expense | (479) | (10,089) | (3,695) | (19,330) |
Total other income (expense, net) | 58,258 | (4,812) | 55,042 | (14,053) |
Income before income taxes | 13,625 | 81,702 | 195,108 | 72,705 |
Income taxes provision | 119,985 | 38,147 | 175,996 | 38,947 |
Net (loss) Income from Discontinued Operations | (106,360) | 43,555 | 19,112 | 33,758 |
Operating Activities: | ||||
Net Income (loss) from discontinued operations | 19,112 | 33,758 | ||
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: | ||||
Depreciation expense | 4,004 | 5,092 | ||
Capital gain | 0 | (5,277) | ||
Assets distributed in asset purchase agreement, net | (159,848) | 0 | (159,848) | 0 |
Loss on settlement of debt | 101,111 | 0 | 101,111 | 0 |
Conversion of line of credit to common stock | 144,445 | 0 | ||
Changes in operating assets and liabilities | ||||
Accounts receivable | 0 | (6,000) | ||
Prepaid expenses and other current assets | (30,791) | (50,000) | ||
Accounts payable and accrued expenses | 19,673 | 51,107 | ||
Accrued expenses – officer | (13,648) | 0 | ||
Income tax payable | 119,184 | 38,147 | ||
Net cash provided by (used in) operating activities | 203,242 | 66,827 | ||
Investing Activities: | ||||
Furniture and equipment sold in asset purchase agreement | (135,431) | 0 | ||
Acquisitions of furniture and equipment | 0 | (3,214) | ||
Due from affiliated companies | 0 | (56,132) | ||
Net cash used in investing activities | (135,431) | (59,346) | ||
Financing Activities: | ||||
Payments on auto loan | 0 | (1,786) | ||
Bank overdraft | 0 | 59,409 | ||
Proceeds from borrowings on note payable from officers | 0 | 285,112 | ||
Repayments of borrowings on note payable form officers | (158,093) | (382,777) | ||
Net cash provided by (used in) financing activities | (158,093) | (40,042) | ||
Net increase (decrease) in cash | (90,282) | (32,561) | ||
Cash, beginning of period | 90,282 | 32,761 | ||
Cash, end of period | 0 | 200 | 0 | 200 |
Cash paid during the period | ||||
Interest | 0 | 439 | ||
Income taxes | 0 | 800 | ||
Non-cash investing and financing activities | ||||
Vehicle purchased through auto loan | 0 | 22,789 | ||
Conversion of Line of credit, officers to shares of common stock | 144,445 | 0 | ||
Consulting Fees [Member] | ||||
Revenues | ||||
Revenues | 95,290 | 460,300 | 428,334 | 829,800 |
Cost of Sales | ||||
Cost of sales | 21,000 | 141,700 | 120,500 | 393,700 |
Management Service [Member] | ||||
Revenues | ||||
Revenues | $ 0 | $ 24,000 | $ 255,161 | $ 43,200 |
NOTE 4 - PROPERTY AND EQUIPME_3
NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Equipment - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 0 | $ 98,506 |
Less: Accumulated depreciation | 0 | (19,743) |
Property, Plant and Equipment, net | 0 | 78,763 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 0 | 35,812 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 0 | 10,510 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 0 | 27,657 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 0 | $ 24,527 |
NOTE 5 - RELATED PARTY TRANSA_2
NOTE 5 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Apr. 12, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2015 |
NOTE 5 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Due from Related Parties, Current | $ 0 | $ 0 | $ 20,881 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.49% | |||||
Debt Conversion, Original Debt, Amount | $ 144,445 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 144,445,000 | |||||
Chief Executive Officer [Member] | ||||||
NOTE 5 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,800,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||
Interest Expense, Related Party | 3,333 | $ 18,842 | ||||
Long-term Line of Credit | 0 | 0 | $ 212,140 | |||
Interest Payable | 0 | $ 0 | $ 32,100 | |||
Consulting Fees [Member] | Immediate Family Member of Management or Principal Owner [Member] | ||||||
NOTE 5 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 20,000 | $ 40,000 |
NOTE 6 - AUTO LOAN (Details)
NOTE 6 - AUTO LOAN (Details) - Notes Payable, Other Payables [Member] - Vehicles [Member] | 1 Months Ended |
Apr. 30, 2017USD ($) | |
NOTE 6 - AUTO LOAN (Details) [Line Items] | |
Payments to Acquire Property, Plant, and Equipment | $ 4,868 |
Debt Instrument, Interest Rate, Stated Percentage | 2.39% |
NOTE 7 - EQUIPMENT LOAN (Detail
NOTE 7 - EQUIPMENT LOAN (Details) | 1 Months Ended |
Sep. 30, 2015USD ($) | |
Disclosure Text Block [Abstract] | |
Debt Instrument, Face Amount | $ 17,570 |
Debt Instrument, Term | 30 years |
Debt Instrument, Interest Rate, Stated Percentage | 5.49% |
Debt Instrument, Description | If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law. |
NOTE 8 - INCOME TAXES (Details)
NOTE 8 - INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Current Federal Tax Expense (Benefit) | $ 175,996 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 | $ 0 | $ 0 |
NOTE 9 - SHAREHOLDERS' DEFICI_2
NOTE 9 - SHAREHOLDERS' DEFICIT (RESTATED) (Details) - USD ($) | May 03, 2018 | Apr. 12, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jul. 29, 2017 |
NOTE 9 - SHAREHOLDERS' DEFICIT (RESTATED) (Details) [Line Items] | |||||
Capital Units, Authorized | 500,000,000 | ||||
Common Stock, Shares Authorized | 495,000,000 | 495,000,000 | 495,000,000 | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 144,445 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 144,445,000 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities (in Dollars) | $ 5,777,800 | ||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 250,000 | ||||
Common Stock, Shares, Issued | 158,890,363 | 14,445,363 | |||
Common Stock, Shares, Outstanding | 158,890,363 | 14,445,363 | |||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Previously Reported [Member] | |||||
NOTE 9 - SHAREHOLDERS' DEFICIT (RESTATED) (Details) [Line Items] | |||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | (5,633,355) | ||||
Restatement Adjustment [Member] | |||||
NOTE 9 - SHAREHOLDERS' DEFICIT (RESTATED) (Details) [Line Items] | |||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ (105,555) |