Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 12, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GreenBox POS, LLC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 166,390,363 | ||
Entity Public Float | $ 1,598,433 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001419275 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash & equivalents | $ 0 | $ 0 |
Note receivable – affiliated company | 743,500 | 0 |
Interest receivable - affiliated company | 6,275 | 0 |
Total current assets | 749,775 | 0 |
Current assets of discontinued operations | 0 | 111,163 |
Furniture and equipment of discontinued operations, net | 0 | 78,763 |
Total Assets | 749,775 | 189,926 |
Current Liabilities | ||
Accrued interest | 15,192 | 0 |
Convertible notes payable, net of unamortized debt discount of $92,850 and $0 and unamortized loan origination costs of $2,000 and $0 at December 31, 2018 and 2017, respectively | 158,150 | 0 |
Notes payable | 486,000 | 0 |
Total current liabilities | 659,342 | 0 |
Current Liabilities of Discontinued Operations | 259,717 | 685,751 |
Long-term liabilities of discontinued operations | 0 | 28,560 |
Total Liabilities | 919,059 | 714,311 |
Stockholders’ Deficit | ||
Common stock $0.001 par value, 495,000,000 shares authorized, 166,390,363 shares and 14,445,363 shares issued and outstanding at December 31, 2018 and 2017, respectively | 166,390 | 14,445 |
Additional paid in capital | (664,930) | (902,272) |
Retained earnings | 329,256 | 363,442 |
Total Stockholders’ Deficit | (169,284) | (524,385) |
Total Liabilities and Stockholders’ Deficit | $ 749,775 | $ 189,926 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible notes payable, debt discount (in Dollars) | $ 2,000 | $ 0 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 166,390,363 | 14,445,363 |
Common stock, shares outstanding | 166,390,363 | 14,445,363 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 0 | $ 0 |
Operating expenses | 0 | 0 |
Operating loss | 0 | 0 |
Other income (expense) | ||
Interest income | 6,275 | 0 |
Interest expense | (59,573) | 0 |
Gain on disposal of fixed assets | 0 | 0 |
Total non-operating income (expense) | (53,298) | 0 |
Net (loss) income from continuing operations before income taxes | (53,298) | 0 |
Net income from discontinued operations, net of income taxes | 19,112 | 89,471 |
Net income (loss) | $ (34,186) | $ 89,471 |
Continuing operations (in Dollars per share) | $ 0 | $ 0 |
Discontinued operations (in Dollars per share) | 0 | 0.01 |
(in Dollars per share) | $ 0 | $ 0.01 |
Weighted average common shares outstanding (in Shares) | 119,942,719 | 14,445,363 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
BALANCE at Dec. 31, 2016 | $ 14,445 | $ (902,272) | $ 273,971 | $ (613,856) |
BALANCE (in Shares) at Dec. 31, 2016 | 14,445,363 | |||
Net income | 89,471 | 89,471 | ||
BALANCE at Dec. 31, 2017 | $ 14,445 | (902,272) | 363,442 | $ (524,385) |
BALANCE (in Shares) at Dec. 31, 2017 | 14,445,363 | 14,445,363 | ||
Conversion of Line of credit, officers to shares of common stock | $ 144,445 | 105,555 | $ 250,000 | |
Conversion of Line of credit, officers to shares of common stock (in Shares) | 144,445,000 | |||
Recognition of debt discount and loan origination costs | 131,787 | 131,787 | ||
Shares issued for note receivable – affiliated company | $ 7,500 | 7,500 | ||
Shares issued for note receivable – affiliated company (in Shares) | 7,500,000 | |||
Net income | (34,186) | (34,186) | ||
BALANCE at Dec. 31, 2018 | $ 166,390 | $ (664,930) | $ 329,256 | $ (169,284) |
BALANCE (in Shares) at Dec. 31, 2018 | 166,390,363 | 166,390,363 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Income (loss) from continuing operations | $ (53,298) | $ 0 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | ||
Accretion of discount on convertible note payable | 43,381 | 0 |
Amortization of debt issuance costs included in interest expense | 1,000 | 0 |
Changes in operating assets and liabilities | ||
Interest receivable from affiliated company | (6,275) | 0 |
Accrued interest | 15,192 | 0 |
Net cash provided by (used in) operating activities - continuing operations | 0 | 0 |
Net cash provided by (used in) operating activities - discontinued operations | 92,464 | 467,324 |
Net cash provided by operating activities | 92,464 | 467,324 |
Investing Activities: | ||
Note receivable in anticipation of merger | (736,000) | 0 |
Net cash provided by (used in) investing activities - continuing operations | (736,000) | 0 |
Net cash provided by (used in) investing activities - discontinued operations | (77,492) | (7,239) |
Net cash provided by (used in) investing activities | (813,492) | (7,239) |
Financing Activities: | ||
Proceeds from borrowings on convertible note payable | 739,000 | 0 |
Payments of loan origination fees | (3,000) | 0 |
Net cash provided by (used in) financing activities – continuing operations | 736,000 | 0 |
Net cash provided by (used in) financing activities – discontinued operations | (14,972) | (402,564) |
Net cash provided by (used in) financing activities | 721,028 | (402,564) |
Net increase (decrease) in cash | 0 | 57,521 |
Cash, beginning of period | 0 | 32,761 |
Cash, end of period | 0 | 0 |
Interest | 0 | 1,452 |
Income taxes | 0 | 29,624 |
Vehicle purchased through auto loan | 0 | 22,789 |
Loan paid by vehicle trade-in | 0 | 6,130 |
Loss on conversion | 101,111 | |
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 | 12 Months Ended |
Dec. 31, 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 (“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, 2018 stock purchase agreement was closed on May 3, 2018, and a change of control of ASAP Expo, Inc. was effected. Thereafter, the Company changed its name to “GreenBox POS LLC” and subsequently to “GreenBox POS.” Since April 12, 2018, the Company’s operations have consisted of providing management and business development services. BASIS OF PRESENTATION The financial statements include the accounts of Greenbox POS, LLC, a Nevada Corporation. All amounts are presented in U.S. Dollars unless otherwise stated. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. 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 $nil and $nil as of December 31, 2018 and December 31, 2017, respectively. GOING CONCERN As of December 31, 2018, the Company had cash of $nil, has incurred losses and has accumulated a significant deficit. During the year ended December 31, 2018 and 2017, the Company has not yet generated any revenues, and has incurred a net loss from continuing operations of $53,298. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist of a note receivable from related party and interest receivables from related party, convertible notes payable and accrued liabilities. 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. CONVERTIBLE PROMISSORY NOTE The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options 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 expenses during the reporting period. Actual results could differ from those estimates. LEASES Lease for office space at our corporate headquarters is classified as an operating lease in accordance with ASC 840, Leases Aggregate future minimum annual payments under aforementioned leases at December 31, 2018, are as follows: Year Operating Leases 2018 $ 10,648 2019 131,614 2020 135,562 2021 139,629 Total minimum rentals $ 417,453 REVENUE RECOGNITION Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, As of December 31, 2018, the Company has not generated any revenues from operations. 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. RECENT ACCOUNTING PRONOUNCEMENTS In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for nonpublic business entities fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize “right of use” assets and liabilities for all leases with lease terms of more than 12 months. The ASU requires additional quantitative and qualitative financial statement footnote disclosures about the leases, significant judgments made in accounting for those leases and amounts recognized in the financial statements about those leases. The effective date will be fiscal periods beginning after December 15, 2019. The Company is currently evaluating the impact of the adoption of this accounting standard update on its financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 2 - DISCONTINUED OPERATION
NOTE 2 - DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 2 – 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 $nil 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 ) Income from discontinued operations during the twelve months ended December 31, 2018, and 2017 is $19,112 and $89,471, respectively. 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 $235,946 are recorded as Income tax of discontinued operations payable on the balance sheets. The Transaction has resulted in the removal of all operations from the original Company. Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations related to the operations that were removed as a result of the Transaction with Holdings that are disclosed in Statements of Operations for the three and twelve months ended December 31, 2018, and 2017. Year Ended December 31, 2018 2017 Revenues Consulting fees $ 428,334 $ 2,079,068 Management Fee 255,161 55,200 Total revenues 683,495 2,134,268 Cost of Sales Consulting expense 120,500 1,070,800 Total cost of sales 120,500 1,070,800 Gross Profit 562,995 1,063,468 Operating expenses: General and administrative 422,929 867,722 Total operating expenses 422,929 867,722 Income from discontinued operations 140,066 195,746 Other Income (Expense) Net gain on asset purchase agreement 159,848 - Gain on sale of fixed assets ̶ 5,277 Loss on settlement of debt (41,161 ) - Interest expense (3,695 ) (33,578 ) Total other income (expense, net) 114,992 (28,301 ) Income before income taxes 255,058 167,445 Income taxes provision 235,946 77,974 Net (loss) Income from Discontinued Operations $ 19,112 $ 89,471 The following table summarizes the operating, investing and financing cash flows of discontinued operations related to the operations that were removed as a result of the Transaction with Holdings for the twelve months ended December 31, 2018, and 2017. Year Ended December 31, 2018 2017 Operating Activities: Net Income (loss) from discontinued operations $ 19,112 $ 89,471 Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: Depreciation expense 4,004 11,086 Capital gain - (5,277 ) Assets distributed in asset purchase agreement, net (159,848 ) - Loss on settlement of debt 41,161 - Changes in operating assets and liabilities Due from affiliates (135,431 ) 50,727 Prepaid expenses and other current assets (30,790 ) - Accounts payable and accrued expenses 28,991 272,967 Income tax payable 234,983 48,350 Net cash provided by (used in) operating activities 2,182 467,324 Investing Activities: Cash disbursed in conjunction with asset purchase agreement (77,492 ) - Acquisitions of furniture and equipment - (7,239 ) Net cash used in investing activities (77,492 ) (7,239 ) Financing Activities: Payments on auto loan (1,324 ) (3,752 ) Proceeds from borrowings on note payable from officers - 376,298 Repayments of borrowings on note payable form officers (13,648 ) (775,110 ) Net cash provided by (used in) financing activities (14,972 ) (402,564 ) Net increase (decrease) in cash (90,282 ) 57,521 Cash, beginning of the period 90,282 32,761 Cash, end of the period $ - $ 90,282 Supplemental disclosures of cash flow information: Cash paid during the period Interest $ - $ 1,452 Income taxes $ - $ 29,624 Non-cash investing and financing activities Vehicle purchased through auto loan $ - $ 22,789 Loan paid by vehicle trade-in 6,130 Conversion of Line of credit, officers to shares of common stock $ 381,787 $ - |
NOTE 3 - FIXED ASSETS
NOTE 3 - FIXED ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 – FIXED ASSETS Fixed assets consist of the following: December 31, December 31, 2018 2017 Fixed assets of discontinued operations, net $ - $ 78,763 - 78,763 Less: Accumulated Depreciation - - $ - 78,763 |
NOTE 4 - RELATED PARTY TRANSACT
NOTE 4 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 4 – RELATED PARTY TRANSACTIONS At December 31, 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 twelve months ended December 31, 2018 and 2017, the Company incurred interest expense totaling $3,333 and $25,964 in connection with the Line. The balance of the credit line as of December 31, 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 and were reclassed to current liabilities of discontinued operations. 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. On August 7, 2018, in anticipation of a merger, the Company entered into a Promissory Note with GreenBox POS, whereby GreenBox POS received $250,000 to be used to facilitate business operations in anticipation of transferring such operations from GreenBox POS to the Company. GreenBox POS promised to pay the Company $250,000 plus interest at maturity (the “Note Receivable”). GreenBox POS is an affiliated company. The Note Receivable bears interest at a rate of 7.25% per annum and matures following the closing of the transaction. As of December 31, 2018, the balance of the Note Receivable was $250,000 and the balance of interest receivable was $6,275. This is a related party loan from the Company to GreenBox POS in anticipation of a transaction between the two entities. As the transaction has not yet closed, the loan has not yet matured. On September 20, 2018, the Company and the Company and a related entity entered into a Definitive Material Agreement pursuant to which the Company will be assigned any and all assets related to the affiliated company’s blockchain gateway and payment system business, point of sale system business, delivery business, kiosk business (collectively, the “Business”), and all intellectual property thereto owned by the Seller in consideration of assuming any and all liabilities incident to the operation of the Business that have been incurred in the normal course of business. The transfer has not been effected as of year end as the Company had not finalized the transaction, see subsequent event footnote. As of December 31, 2018, the Company is owed $736,000 by a related entity in anticipation of a merger or acquisition of the entity. This amount includes the August 7, 2018 Note Receivable referenced above. In October 2018, and in anticipation of a merger, the Company issued 7,500,000 shares to an investor at a price per share of $0.001 in conversion of a promissory note issued by an affiliated company. The Company recorded a receivable in the amount of $7,500. |
NOTE 5 - CONVERTIBLE NOTES PAYA
NOTE 5 - CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | NOTE 5 – CONVERTIBLE NOTES PAYABLE On August 6, 2018, the Company issued a convertible preferred note for $253,000. The note incurs interest at 10% per year and the outstanding principal and accrued interest are due on August 6, 2019, the maturity date. The note includes a conversion feature where, beginning 180 days after the issuance date, the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock determined by dividing the conversion amount by the conversion price. During the first 180 days, the Company is allowed to prepay the note and all accrued interest in full by paying an increasing prepayment percentage, which starts at 110% of the outstanding principal and interest and increasing by 5% every 30 days (110% from 0-30 days, 115% from 31-60 days, 120% from 61-90 days, 125% from 91-120, 130% from 121-150 days, and 135% from 151-180 days). After this period, the Company is no longer allowed to prepay the note and the conversion feature becomes active. The conversion price is determined by multiplying the market value of the Company’s common stock, as defined, by 65%. This represents a beneficial conversion feature that is not a derivative but must have its value recorded as a discount on the related note. The value of the conversion feature was calculated using the intrinsic value method, whereby the amount of the discount was calculated as the difference between the conversion price and the market price of the underlying stock at the date of issuance multiplied by the number of shares issuable. The Company recognized a debt discount of $131,787 on the convertible promissory note related to the beneficial conversion feature upon issuance, which is being amortized to interest expense over the one-year term of the note. For the year months ended December 31, 2018, the Company recognized $43,381 in amortization of the debt discount. The Company paid $3,000 as loan origination fees on August 6, 2018 in obtaining the loan. The loan origination fee was recorded as deferred financing cost against the loan balance. For the year ended December 31, 2018, approximately $1,000 in deferred financing cost was amortized. As of December 31, 2018, the principal balance of the Convertible Note was $253,000, and accrued interest on the Convertible Note was $10,259. During the period ended December 31, 2018, the Company recognized $31,238 in interest expense related to the Convertible Notes. |
NOTE 6 -NOTES PAYABLE
NOTE 6 -NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 –NOTES PAYABLE On September 27, 2018, the Company issued a promissory note convertible into equity, with gross proceeds of $53,000 (the “September 27 Note”). The September 27 Note shall bear interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. The note holder may elect to convert the September 27th Note at any time from 180 days from the date of issuance at a variable price of per share equal to 65% of the average of the 3 lowest trading prices in the 10 days prior to such conversion. As of December 31, 2018, the principal balance of the September 27 Note was $53,000, and accrued interest on the Convertible Note was $1,394. During the period ended December 31, 2018, the Company recognized $1,394 in interest expense related to the September 27 Note. On November 26, 2018, the Company issued a promissory note convertible into equity, with gross proceeds of $200,000 (the “November 26 Note”). The November 26 Note shall bear interest at a rate of 12% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. The note holder may elect to convert the November 26th Note at any time from 180 days from the date of issuance at a fixed price of per share equal to $4.50. As of December 31, 2018, the principal balance of the November 26 Note was $200,000, and accrued interest on the Convertible Note was $2,367. During the period ended December 31, 2018, the Company recognized $2,367 in interest expense related to the Convertible Note. On December 13, 2018, the Company issued a promissory note convertible into equity, with gross proceeds of $83,000 (the “December 13 Note”). The December 13 Note shall bear interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. The note holder may elect to convert the December 13th Note at any time from 180 days from the date of issuance at a variable price of per share equal to 65% of the average of the 3 lowest trading prices in the 10 days prior to such conversion. As of December 31, 2018, the principal balance of the December 13 Note was $83,000, and accrued interest on the Convertible Note was $432. During the period ended December 31, 2018, the Company recognized $432 in interest expense related to the Convertible Note. On December 17, 2018, the Company issued a promissory note convertible into equity, with gross proceeds of $150,000 (the “December 17 Note”). The December 17 Note shall bear interest at a rate of 12% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. The note holder may elect to convert the December 17th Note at any time from 180 days from the date of issuance at a variable price of per share equal to 50% of the closing price of the stock on the day of such conversion. As of December 31, 2018, the principal balance of the December 17 Note was $150,000, and accrued interest on the Convertible Note was $740. During the period ended December 31, 2018, the Company recognized $740 in interest expense related to the Convertible Notes. |
NOTE 7 - INCOME TAXES
NOTE 7 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 7 – INCOME TAXES The income taxes provision for the twelve months ended December 31, 2018 consists of current income tax of $nil. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law including one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate from 34% to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period on enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. Since the Tax Act was passed late in the fourth quarter of 2017 and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax remeasurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, no later than fiscal year ended December 31, 2018. The Company reasonably estimated the effects of the U.S. Tax Act and recorded provisional amounts in our financial statements as of December 31, 2017. The Company recorded a provisional tax benefit for the impact of the U.S. Tax Act of approximately $77,974. This amount primarily comprised the remeasurement of federal net deferred tax liabilities resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 35%. 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 years ended December 31, 2018 2017 Income (loss) before tax $ (34,186 ) $ 167,445 Income tax at U.S. statutory rates (21%) (7,179 ) 56,932 State tax - 9,769 Prior period over-accrual - (8,310 ) Nondeductible expenses - 19,583 Change in valuation allowance 7,179 - Provision for income taxes $ - $ 77,974 Uncertain Tax Positions Interest associated with unrecognized tax benefits is classified as income tax and penalties are included in general and administrative expenses in the statements of operations and comprehensive income. For the years ended December 31, 2018 and 2017, the Company had no unrecognized tax benefits and related interest and penalties expenses. The Company’s 2015, 2016 and 2017 tax years remain subject to examination by the U.S. tax authorities. |
NOTE 8 - SHAREHOLDERS' DEFICIT
NOTE 8 - SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 – SHAREHOLDERS’ DEFICIT 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 was 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 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. In October 2018, and in anticipation of a merger, the Company issued 7,500,000 shares to an investor at a price per share of $0.001 in conversion of a promissory note issued by an affiliated company. The Company recorded a receivable in the amount of $7,500. At December 31, 2018 and December 31, 2017, the Company had 166,390,363 and 14,445,363 shares, respectively, issued and outstanding at par value $0.001 per share. |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS On January 1, 2019, the Company consummated the merger with an affiliated entity. The merger is accounted for as a merger under common control., whereby the Company is the acquirer for accounting and financial reporting purposes and GreenBox POS (Washington Entity) is the legal acquirer. The Company is in the process of completing the audit of Green POS (Washington Entity) and the pro forma information is not yet available at the time of the filing this report. The Company has evaluated subsequent events through April 15, 2019, the date the financial statements were available for release. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF PRESENTATION The financial statements include the accounts of Greenbox POS, LLC, a Nevada Corporation. All amounts are presented in U.S. Dollars unless otherwise stated. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. |
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 $nil and $nil as of December 31, 2018 and December 31, 2017, respectively. |
Going Concern [Policy Text Block] | GOING CONCERN As of December 31, 2018, the Company had cash of $nil, has incurred losses and has accumulated a significant deficit. During the year ended December 31, 2018 and 2017, the Company has not yet generated any revenues, and has incurred a net loss from continuing operations of $53,298. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist of a note receivable from related party and interest receivables from related party, convertible notes payable and accrued liabilities. 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. |
Debt, Policy [Policy Text Block] | CONVERTIBLE PROMISSORY NOTE The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options |
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 expenses during the reporting period. Actual results could differ from those estimates. |
Lessee, Leases [Policy Text Block] | LEASES Lease for office space at our corporate headquarters is classified as an operating lease in accordance with ASC 840, Leases Aggregate future minimum annual payments under aforementioned leases at December 31, 2018, are as follows: Year Operating Leases 2018 $ 10,648 2019 131,614 2020 135,562 2021 139,629 Total minimum rentals $ 417,453 |
Revenue Recognition, Policy [Policy Text Block] | REVENUE RECOGNITION Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, As of December 31, 2018, the Company has not generated any revenues from operations. |
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. |
New Accounting Pronouncements, Policy [Policy Text Block] | RECENT ACCOUNTING PRONOUNCEMENTS In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down-round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for nonpublic business entities fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize “right of use” assets and liabilities for all leases with lease terms of more than 12 months. The ASU requires additional quantitative and qualitative financial statement footnote disclosures about the leases, significant judgments made in accounting for those leases and amounts recognized in the financial statements about those leases. The effective date will be fiscal periods beginning after December 15, 2019. The Company is currently evaluating the impact of the adoption of this accounting standard update on its financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 1 - SUMMARY OF SIGNIFICA_2
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Aggregate future minimum annual payments under aforementioned leases at December 31, 2018, are as follows: Year Operating Leases 2018 $ 10,648 2019 131,614 2020 135,562 2021 139,629 Total minimum rentals $ 417,453 |
NOTE 2 - DISCONTINUED OPERATI_2
NOTE 2 - DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
NOTE 2 - DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Year Ended December 31, 2018 2017 Revenues Consulting fees $ 428,334 $ 2,079,068 Management Fee 255,161 55,200 Total revenues 683,495 2,134,268 Cost of Sales Consulting expense 120,500 1,070,800 Total cost of sales 120,500 1,070,800 Gross Profit 562,995 1,063,468 Operating expenses: General and administrative 422,929 867,722 Total operating expenses 422,929 867,722 Income from discontinued operations 140,066 195,746 Other Income (Expense) Net gain on asset purchase agreement 159,848 - Gain on sale of fixed assets ̶ 5,277 Loss on settlement of debt (41,161 ) - Interest expense (3,695 ) (33,578 ) Total other income (expense, net) 114,992 (28,301 ) Income before income taxes 255,058 167,445 Income taxes provision 235,946 77,974 Net (loss) Income from Discontinued Operations $ 19,112 $ 89,471 Year Ended December 31, 2018 2017 Operating Activities: Net Income (loss) from discontinued operations $ 19,112 $ 89,471 Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: Depreciation expense 4,004 11,086 Capital gain - (5,277 ) Assets distributed in asset purchase agreement, net (159,848 ) - Loss on settlement of debt 41,161 - Changes in operating assets and liabilities Due from affiliates (135,431 ) 50,727 Prepaid expenses and other current assets (30,790 ) - Accounts payable and accrued expenses 28,991 272,967 Income tax payable 234,983 48,350 Net cash provided by (used in) operating activities 2,182 467,324 Investing Activities: Cash disbursed in conjunction with asset purchase agreement (77,492 ) - Acquisitions of furniture and equipment - (7,239 ) Net cash used in investing activities (77,492 ) (7,239 ) Financing Activities: Payments on auto loan (1,324 ) (3,752 ) Proceeds from borrowings on note payable from officers - 376,298 Repayments of borrowings on note payable form officers (13,648 ) (775,110 ) Net cash provided by (used in) financing activities (14,972 ) (402,564 ) Net increase (decrease) in cash (90,282 ) 57,521 Cash, beginning of the period 90,282 32,761 Cash, end of the period $ - $ 90,282 Supplemental disclosures of cash flow information: Cash paid during the period Interest $ - $ 1,452 Income taxes $ - $ 29,624 Non-cash investing and financing activities Vehicle purchased through auto loan $ - $ 22,789 Loan paid by vehicle trade-in 6,130 Conversion of Line of credit, officers to shares of common stock $ 381,787 $ - |
ASAP Property Holdings [Member] | |
NOTE 2 - DISCONTINUED OPERATIONS (Tables) [Line Items] | |
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 ) |
NOTE 3 - FIXED ASSETS (Tables)
NOTE 3 - FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets consist of the following: December 31, December 31, 2018 2017 Fixed assets of discontinued operations, net $ - $ 78,763 - 78,763 Less: Accumulated Depreciation - - $ - 78,763 |
NOTE 7 - INCOME TAXES (Tables)
NOTE 7 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 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 years ended December 31, 2018 2017 Income (loss) before tax $ (34,186 ) $ 167,445 Income tax at U.S. statutory rates (21%) (7,179 ) 56,932 State tax - 9,769 Prior period over-accrual - (8,310 ) Nondeductible expenses - 19,583 Change in valuation allowance 7,179 - Provision for income taxes $ - $ 77,974 |
NOTE 1 - SUMMARY OF SIGNIFICA_3
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 23, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Stock Issued During Period, Shares, Acquisitions | 144,445,000 | ||
Equity Method Investment, Ownership Percentage | 90.00% | ||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | $ (53,298) | $ 0 |
NOTE 1 - SUMMARY OF SIGNIFICA_4
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases | Dec. 31, 2018USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
2018 | $ 10,648 |
2019 | 131,614 |
2020 | 135,562 |
2021 | 139,629 |
Total minimum rentals | $ 417,453 |
NOTE 2 - DISCONTINUED OPERATI_3
NOTE 2 - DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Apr. 12, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
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 | $ 19,112 | $ 89,471 | |
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable, Current | $ 235,946 |
NOTE 2 - DISCONTINUED OPERATI_4
NOTE 2 - 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 2 - DISCONTINUED OPERATI_5
NOTE 2 - DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - Discontinued Operations [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Revenues | $ 683,495 | $ 2,134,268 |
Cost of Sales | ||
Gross Profit | 562,995 | 1,063,468 |
General and administrative | 422,929 | 867,722 |
Total operating expenses | 422,929 | 867,722 |
Income from discontinued operations | 140,066 | 195,746 |
Other Income (Expense) | ||
Net gain on asset purchase agreement | 159,848 | 0 |
Gain on sale of fixed assets | 0 | 5,277 |
Loss on settlement of debt | (41,161) | 0 |
Interest expense | (3,695) | (33,578) |
Total other income (expense, net) | 114,992 | (28,301) |
Net (loss) income from continuing operations before income taxes | 255,058 | 167,445 |
Income taxes provision | 235,946 | 77,974 |
Net (loss) Income from Discontinued Operations | 19,112 | 89,471 |
Operating Activities: | ||
Net Income (loss) from discontinued operations | 19,112 | 89,471 |
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities: | ||
Depreciation expense | 4,004 | 11,086 |
Capital gain | 0 | (5,277) |
Assets distributed in asset purchase agreement, net | (159,848) | 0 |
Loss on settlement of debt | 41,161 | 0 |
Changes in operating assets and liabilities | ||
Due from affiliates | (135,431) | 50,727 |
Prepaid expenses and other current assets | (30,790) | 0 |
Accounts payable and accrued expenses | 28,991 | 272,967 |
Income tax payable | 234,983 | 48,350 |
Net cash provided by operating activities | 2,182 | 467,324 |
Investing Activities: | ||
Cash disbursed in conjunction with asset purchase agreement | (77,492) | 0 |
Acquisitions of furniture and equipment | 0 | (7,239) |
Net cash provided by (used in) investing activities | (77,492) | (7,239) |
Financing Activities: | ||
Payments on auto loan | (1,324) | (3,752) |
Proceeds from borrowings on note payable from officers | 0 | 376,298 |
Repayments of borrowings on note payable form officers | (13,648) | (775,110) |
Net cash provided by (used in) financing activities | (14,972) | (402,564) |
Net increase (decrease) in cash | (90,282) | 57,521 |
Cash, beginning of period | 90,282 | 32,761 |
Cash, end of period | 0 | 90,282 |
Cash paid during the period | ||
Interest | 0 | 1,452 |
Income taxes | 0 | 29,624 |
Non-cash investing and financing activities | ||
Vehicle purchased through auto loan | 0 | 22,789 |
Loan paid by vehicle trade-in | 6,130 | |
Conversion of Line of credit, officers to shares of common stock | 381,787 | 0 |
Consulting Fees [Member] | ||
Revenues | ||
Revenues | 428,334 | 2,079,068 |
Cost of Sales | ||
Cost of sales | 120,500 | 1,070,800 |
Management Service [Member] | ||
Revenues | ||
Revenues | $ 255,161 | $ 55,200 |
NOTE 3 - FIXED ASSETS (Details)
NOTE 3 - FIXED ASSETS (Details) - Schedule of Equipment - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Equipment [Abstract] | ||
Fixed assets of discontinued operations, net | $ 0 | $ 78,763 |
Property, Plant and Equipment, gross | 0 | 78,763 |
Less: Accumulated depreciation | 0 | 0 |
Property, Plant and Equipment, net | $ 0 | $ 78,763 |
NOTE 4 - RELATED PARTY TRANSA_2
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | Apr. 12, 2018 | Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 20, 2018 | Aug. 07, 2018 |
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Due from Affiliate, Current | $ 0 | $ 20,881 | ||||
Debt Conversion, Original Debt, Amount | $ 144,445 | $ 7,500 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 144,445,000 | 7,500,000 | ||||
Due from Related Parties | 736,000 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Washington, LLC [Member] | ||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Due from Affiliate, Current | $ 250,000 | |||||
Chief Executive Officer [Member] | ||||||
NOTE 4 - 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 | $ 25,964 | ||||
Long-term Line of Credit | 0 | 212,140 | ||||
Interest Payable | 0 | $ 32,100 | ||||
Chief Executive Officer [Member] | Washington, LLC [Member] | ||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Notes Receivable, Related Parties, Current | 6,275 | |||||
Executive Vice President [Member] | Washington, LLC [Member] | ||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Notes Receivable, Related Parties, Current | $ 250,000 | $ 0.0725 | ||||
Washington, LLC [Member] | ||||||
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 7,500 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,500,000 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 |
NOTE 5 - CONVERTIBLE NOTES PA_2
NOTE 5 - CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Member] - USD ($) | Aug. 06, 2018 | Dec. 31, 2018 |
NOTE 5 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items] | ||
Debt Instrument, Face Amount | $ 253,000 | $ 253,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Convertible, Terms of Conversion Feature | The note includes a conversion feature where, beginning 180 days after the issuance date, the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock determined by dividing the conversion amount by the conversion price. During the first 180 days, the Company is allowed to prepay the note and all accrued interest in full by paying an increasing prepayment percentage, which starts at 110% of the outstanding principal and interest and increasing by 5% every 30 days (110% from 0-30 days, 115% from 31-60 days, 120% from 61-90 days, 125% from 91-120, 130% from 121-150 days, and 135% from 151-180 days). After this period, the Company is no longer allowed to prepay the note and the conversion feature becomes active. The conversion price is determined by multiplying the market value of the Company’s common stock, as defined, by 65%. | |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 131,787 | |
Amortization of Debt Discount (Premium) | 43,381 | |
Debt Issuance Costs, Gross | $ 3,000 | |
Interest Payable | 10,259 | |
Interest Expense, Debt | $ 31,238 |
NOTE 6 -NOTES PAYABLE (Details)
NOTE 6 -NOTES PAYABLE (Details) - USD ($) | Dec. 17, 2018 | Dec. 13, 2018 | Sep. 27, 2018 | Dec. 31, 2018 |
September 27 Note [Member] | ||||
NOTE 6 -NOTES PAYABLE (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 53,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Debt Instrument, Maturity Date, Description | becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment | |||
Debt Conversion, Description | The note holder may elect to convert the September 27th Note at any time from 180 days from the date of issuance at a variable price of per share equal to 65% of the average of the 3 lowest trading prices in the 10 days prior to such conversion. | |||
Notes Payable, Current | $ 53,000 | |||
Interest Payable, Current | 1,394 | |||
Interest Expense, Debt | $ 1,394 | |||
November 26 Note [Member] | ||||
NOTE 6 -NOTES PAYABLE (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 200,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Debt Instrument, Maturity Date, Description | becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment | |||
Debt Conversion, Description | The note holder may elect to convert the November 26th Note at any time from 180 days from the date of issuance at a fixed price of per share equal to $4.50. | |||
Notes Payable, Current | 200,000 | |||
Interest Payable, Current | 2,367 | |||
Interest Expense, Debt | 2,367 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4.50 | |||
December 13 Note [Member] | ||||
NOTE 6 -NOTES PAYABLE (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 83,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Debt Instrument, Maturity Date, Description | becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment | |||
Debt Conversion, Description | The note holder may elect to convert the December 13th Note at any time from 180 days from the date of issuance at a variable price of per share equal to 65% of the average of the 3 lowest trading prices in the 10 days prior to such conversion. | |||
Notes Payable, Current | 83,000 | |||
Interest Payable, Current | 432 | |||
Interest Expense, Debt | 432 | |||
December 17 Note [Member] | ||||
NOTE 6 -NOTES PAYABLE (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 150,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Debt Instrument, Maturity Date, Description | becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment | |||
Debt Conversion, Description | The note holder may elect to convert the December 17th Note at any time from 180 days from the date of issuance at a variable price of per share equal to 50% of the closing price of the stock on the day of such conversion. | |||
Notes Payable, Current | 150,000 | |||
Interest Payable, Current | 740 | |||
Interest Expense, Debt | $ 740 |
NOTE 7 - INCOME TAXES (Details)
NOTE 7 - INCOME TAXES (Details) - USD ($) | Jan. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Percent | 21.00% | 34.00% | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 77,974 | $ 0 |
NOTE 7 - INCOME TAXES (Detail_2
NOTE 7 - INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Components of Income Tax Expense (Benefit) [Abstract] | ||
Income before tax | $ (34,186) | $ 89,471 |
Income tax at U.S. statutory rates (21%) | (7,179) | 56,932 |
State tax | 0 | 9,769 |
Prior period over-accrual | 0 | (8,310) |
Nondeductible expenses | 0 | 19,583 |
Change in valuation allowance | 7,179 | |
Provision for income taxes | $ 0 | $ 77,974 |
NOTE 7 - INCOME TAXES (Detail_3
NOTE 7 - INCOME TAXES (Details) - Schedule of Components of Income Tax Expense (Benefit) (Parentheticals) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Components of Income Tax Expense (Benefit) [Abstract] | ||
Income tax at U.S. statutory rates | 21.00% | 21.00% |
NOTE 8 - SHAREHOLDERS' DEFICIT
NOTE 8 - SHAREHOLDERS' DEFICIT (Details) - USD ($) | May 03, 2018 | Apr. 12, 2018 | Oct. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 29, 2017 |
NOTE 8 - SHAREHOLDERS' DEFICIT (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 | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 144,445 | $ 7,500 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 144,445,000 | 7,500,000 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 250,000 | |||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 101,111 | |||||
Common Stock, Shares, Issued | 166,390,363 | 14,445,363 | ||||
Common Stock, Shares, Outstanding | 166,390,363 | 14,445,363 | ||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Restatement Adjustment [Member] | ||||||
NOTE 8 - SHAREHOLDERS' DEFICIT (Details) [Line Items] | ||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ 105,555 |