Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Mar. 29, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BLACKSTAR ENTERPRISE GROUP, INC. | |
Entity Central Index Key | 1,483,646 | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 on Form 10-K/A (the Amendment) amends the Annual Report on Form 10-K of BlackStar Enterprise Group, Inc. (the Company, our or we) for the year-ended December 31, 2017, originally filed with the Securities and Exchange Commission (SEC) on March 29, 2018. The purpose of this Amendment is to amend Item 1. Business, Item 1A. Risk Factors, Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, Item 8. Financial Statements and Supplementary Data - Note 1 only, Item 10. Directors, Executive Officers and Corporate Governance, Item 11. Executive Compensation, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, and Item 15. Exhibits to include new Exhibits 10.1 - 10.3. In connection with the filing of this Amendment and pursuant to the rules of the SEC, we are also including with this Amendment certain new certifications by our principal executive officer and principal financial officer. All other information in this filing speaks as of the original date of the filing. | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | FY | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 108,862,800 | |
Entity Common Stock, Shares Outstanding | 52,000,000 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 34,454 | $ 14,175 |
Total Current assets | 34,454 | 14,175 |
Fixed assets | ||
Furniture and equipment | 1,659 | 1,659 |
Accumulated depreciation | (806) | (230) |
Total fixed assets | 853 | 1,429 |
Other assets | ||
Notes receivable | 145,000 | 250,000 |
Total other assets | 145,000 | 250,000 |
Total Assets | 180,307 | 265,604 |
Current liabilities | ||
Accounts payable | 3,407 | 1,066 |
Loan payable - related party | 18,500 | 150,000 |
Total current liabilities | 21,907 | 151,066 |
Stockholders' Equity (Deficit) | ||
Preferred stock, 10,000,000 shares authorized with $0.001 par value. 1,000,000 and Nil shares issued and outstanding respectively | 1,000 | 1,000 |
Common stock, 200,000,000 shares authorized with $0.001 par value. 52,000,000 and 55,825,000 issued and outstanding at each period respectively | 52,000 | 55,825 |
Additional paid in capital | 1,725,353 | 1,691,528 |
Subscription offering receipts | 60,000 | |
Additional paid in capital - warrants | 1,430,000 | 1,360,000 |
Accumulated deficit | (3,109,953) | (2,993,815) |
Total Stockholders' Equity | 158,400 | 114,538 |
Total Liabilities and Stockholders' Equity | $ 180,307 | $ 265,604 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 52,000,000 | 55,825,000 |
Common stock, shares outstanding | 52,000,000 | 55,825,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUE | ||
Cost of revenues | ||
GROSS PROFIT | ||
Operating Expenses: | ||
Consulting fees | 6,250 | |
Depreciation | 576 | 230 |
Legal and professional | 39,580 | 31,190 |
Management consulting | 25,000 | 30,000 |
General and administrative | 25,983 | 21,937 |
Total operating expenses | 91,138 | 89,607 |
Income (loss) from operations | (91,138) | (89,607) |
Other income (expense) | ||
Gain on debt settlement | 270,822 | |
Warrant expense | (70,000) | (1,328,000) |
Interest income/(expense) | 45,000 | (7,500) |
Other income (expense) net | (25,000) | (1,064,678) |
Income (loss) before provision for income taxes | (116,138) | (1,154,285) |
Provision (credit) for income tax | ||
Net income (loss) | $ (116,138) | $ (1,154,285) |
Net income (loss) per share | ||
(Basic and fully diluted) | $ (0.01) | $ (0.10) |
Weighted average number of common shares outstanding | 19,220,608 | 11,112,421 |
STATEMENT OF STOCKHOLDER'S EQUI
STATEMENT OF STOCKHOLDER'S EQUITY - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Paid in Capital [Member] | Common Stock Subscribed [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 11,112 | $ 1,484,737 | $ (1,839,530) | $ (343,681) | ||
Balance, shares at Dec. 31, 2015 | 11,112,421 | |||||
Shares cancelled | $ (1,000) | 1,000 | ||||
Shares cancelled, shares | (1,000,000) | |||||
Shares exchanged for debt | $ 1,313 | 51,191 | 52,504 | |||
Shares exchanged for debt, shares | 1,312,549 | |||||
Shares issued for cash | $ 44,400 | $ 1,000 | 154,600 | 200,000 | ||
Shares issued for cash, shares | 44,400,000 | 1,000,000 | ||||
Warrants issued | 1,328,000 | 1,328,000 | ||||
Warrants issued for debt | 32,000 | 32,000 | ||||
Net loss for the year | (1,154,285) | (1,154,285) | ||||
Balance at Dec. 31, 2016 | $ 55,825 | $ 1,000 | 3,051,528 | (2,993,815) | 114,538 | |
Balance, shares at Dec. 31, 2016 | 55,824,970 | 1,000,000 | ||||
Shares cancelled | $ (3,825) | 3,825 | ||||
Shares cancelled, shares | (3,825,000) | |||||
Adjust to transfer agent list | ||||||
Adjust to transfer agent list, shares | 30 | |||||
Warrants exercised | $ 16,320 | 16,320 | ||||
Warrants exercised, shares | 16,320,000 | |||||
Shares surrendered | $ (16,320) | (16,320) | ||||
Shares surrendered, shares | (16,320,000) | |||||
New shares issued | $ 100 | $ 29,900 | $ 30,000 | |||
New shares issued, shares | 100,000 | |||||
Shares surrendered | $ (100) | |||||
Shares surrendered, shares | (100,000) | 100 | ||||
Warrants issued | $ 70,000 | $ 70,000 | ||||
Subscriptions received | 60,000 | 60,000 | ||||
Net loss for the year | (116,138) | (116,138) | ||||
Balance at Dec. 31, 2017 | $ 52,000 | $ 1,000 | $ 3,155,353 | $ 60,000 | $ (3,109,953) | $ 158,400 |
Balance, shares at Dec. 31, 2017 | 52,000,000 | 1,000,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (116,138) | $ (1,154,285) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 576 | 230 |
Changes in operating assets and liabilities | ||
Increase/(Decrease) in accounts payable | 2,341 | (25,357) |
Increase/(Decrease) in accrued expenses | (67,258) | |
(Decrease) in Advances | (50,000) | |
NET CASH USED IN OPERATING ACTIVITIES | (113,221) | (1,296,670) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Increase in fixed assets | (1,659) | |
Increase in Notes Receivable - Related party | (145,000) | |
Increase (Decrease) in Notes Receivable | 250,000 | (250,000) |
NET CASH USED IN INVESTING ACTIVITIES | 105,000 | (251,659) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Notes payable retired | (200,000) | |
Notes payable related party increased/(decreased) | (131,500) | 150,000 |
Sale of Common Stock | 30,000 | 251,504 |
Sale of Preferred Stock | 1,000 | |
Common Stock Subscribed | 60,000 | |
Paid in Capital Warrants | 70,000 | 1,360,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 28,500 | 1,562,504 |
Net Increase (Decrease) In Cash | 20,279 | 14,175 |
Cash At The Beginning Of The Period | 14,175 | |
Cash At The End Of The Period | 34,454 | 14,175 |
Schedule of Non-Cash Investing and Financing Activities | ||
Debt and accrued interest exchanged for common stock | 317,258 | |
Supplemental Disclosure | ||
Cash paid for interest | ||
Cash paid for income taxes |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2017 | |
Nature Of Operations And Basis Of Presentation | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION BlackStar Enterprise Group, Inc. (the Company” or “BlackStar”) was incorporated in the State of Delaware on December 18, 2007 as NPI08, Inc. (“NPI08”). In January 2010, NPI08 acquired an ownership interest in Black Star Energy Group, Inc., a Colorado Corporation. BlackStar Energy then merged into NPI08, with NPI08 being the surviving entity. Concurrently, NPI08 changed its name to BlackStar Energy Group, Inc. On January 25, 2017, International Hedge Group, Inc. signed an agreement to acquire a 95% interest in the Company (though later agreeing to acquire 44,400,000 shares of common stock and 1,000,000 of Class A Preferred Shares). The name was changed to BlackStar Enterprise Group, Inc. in August of 2017. The Company is a Delaware corporation organized for the purpose of engaging in any lawful business. The Company intends to act as a merchant bank as at the date of these financial statements. It currently trades on the Pink Sheets under the symbol “BEGI”. The Company’s fiscal year end is December 31 st |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the year ended December 31, 2017 and the years ended December 31, 2016 and 2015, the Company has generated no revenues capable of sustaining its operations but has incurred losses. These conditions raise substantial doubt as to 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 be necessary should the Company be unable to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. Revenue recognition The Company has realized minimal revenues from operations. The Company recognizes revenues when the sale and/or distribution of products is complete, risk of loss and title to the products have transferred to the customer, there is persuasive evidence of an agreement, acceptance has been approved by the customer, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. Net sales will be comprised of gross revenues less expected returns, trade discounts, and customer allowances that will include costs associated with off-invoice markdowns and other price reductions, as well as trade promotions and coupons. The incentive costs will be recognized at the later of the date on which the Company recognized the related revenue or the date on which the Company offers the incentive. Basic and Diluted Loss per Share The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common share during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to deferred tax asset. Blackstar Enterprise Group establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fair values of Financial Instruments The Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Level 1: Valuation is based on quote prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources to market transactions involving identical assets or liabilities. Level 2: Valuation is based on observable inputs other than Level I prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted price that are traded less frequently than exchange-traded instruments. Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted ash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value equities significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of December 31, 2017, the Company does not have any assets or liabilities which could be considered Level 2 or 3 in the hierarchy. The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower—of-cost-or—market accounting or write-downs of individual assets. There were no such adjustments through the years ended December 31, 2017. Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. Advertising and Promotional Costs Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses totaled $1,323 and $905 for the years ended December 31, 2017 and 2016, respectively. Comprehensive Income (Loss) Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments in investments in foreign subsidiaries and unrealized gains (losses) on available-for—sale securities. From our inception, there have been no differences between our Comprehensive loss and net loss. Our comprehensive loss was identical to our net loss for the years ended December 31, 2017 and 2016. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT During the quarter ended September 30, 2016, the Company purchased certain office equipment for a total of $1,659. This equipment is being depreciated over a three-year life and the Company has recorded a depreciation expense of $575 for the current year. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 12 Months Ended |
Dec. 31, 2017 | |
Note Receivable | |
NOTE RECEIVABLE | NOTE 5 – NOTE RECEIVABLE During the month of October 2016, the Company identified a target company in which management felt it would be beneficial to invest. The target company was looking for an aggregate investment of $2,500,000, of which the Company agreed to provide $500,000 and to provide assistance in raising the remaining $2,000,000. The terms of this investment are the note shall bear an interest rate of 12% and the lender (Company) shall receive 2 shares of Series B Convertible Preferred stock for each one dollar ($1.00) loaned to the target company. Payments on the note shall commence at such time the target company is generating gross revenues. The payment shall consist of 15% of the gross revenues ratably apportioned among the then existing note holders. Said payments to be applied first to accrued interest and then to the outstanding principal. Notwithstanding the aforementioned payment schedule the entire note becomes due and payable on February 1, 2019. Commencing not later than February 1, 2019, the target company shall pay a 15% dividend to the holders of the Series B Convertible Preferred stock until such time as each holder of the Series B Convertible Preferred stock has received an amount equivalent to their original loan. At such time the Series B Convertible Preferred stock shall be converted into common stock of the target company at the rate of one share of common stock for each share of Convertible stock. During the month of January 2017, the Company advanced the second tranche of these funds. On September 27, 2017, the Company entered into an Agreement to Settle Debt (the “Agreement”) with International Hedge Group, Inc. (“IHG”). the majority stockholder of the Company. Under the Agreement, IHG agreed to compromise and settle the Principal Amount under the verbal working capital loan agreement of BEGI, as of November 2016, in the amount of $400,000, by assignment, without recourse, of the MeshWorks Media Corp, Promissory Notes together with all collateral agreements. Upon signing of the Agreement, a promissory note was delivered for the difference from IHG to BEGI in the amount of $145,000 for BEGI return of principal of $100,000 and all of the accrued interest to date under the MeshWorks Media Corp. notes, payable in twelve months with interest of 1% per quarter on the last day of each quarter until paid. The assignment of the MeshWorks Media Corp. Promissory Note and the note from IHG to BEGI in the amount of $145,000 is full and complete payment and consideration for the transaction referenced hereinabove. A copy of the Agreement is available from the Company or by accessing the Form 8-K filed by the Company with the Securities and Exchange Commission on September 27, 2017. |
STOCKHOLDER'S DEFICIT
STOCKHOLDER'S DEFICIT | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders Deficit | |
STOCKHOLDERS' DEFICIT | NOTE 6 – STOCKHOLDER’S DEFICIT The total number of common shares authorized that may be issued by the Company is 200,000,000 shares with a par value of $0.001 per share. The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. On August 25, 2016, the Company issued 1,000,000 shares of its preferred series A stock to IHG in fulfillment of the purchase agreement. As at December 31, 2017, there are 1,000,000 preferred series A shares issued and outstanding. These shares are convertible at a ratio of 100 shares of the common stock of the Company for each share of preferred stock of the Company. As at December 31, 2017, the total number of common shares outstanding was 52,000,000. The Company has an ongoing program of private placements to raise funds to support the operations. During the period ended March 31, 2016, the Company entered into a purchase agreement with International Hedge Group, Inc. (“IHG”) whereby certain existing stockholders would surrender their stock and IHG would acquire a 95% working interest in the Company. During the quarter ended December 31, 2016, the Company issued 1,322,579 shares of its common stock to satisfy certain accounts payable and notes payable plus accrued interest. The stock was valued at $0.04 per share which valued the total debt relief at $52,903. The debts discharged in these transactions were valued at $335,072. These transactions were with unrelated parties giving the Company a net gain of $282,569 as gain on debt relief. During the quarter ended September 30, 2016, the Company issued 34,000,000 warrants for the purchase of its common stock at $0.05 per share. Using the Black-Scholes valuation model the Company assigned a value of $1,360,000 to these warrants. The Company recorded an expense of $1,328,000 on the operating statement for the quarter ended September 30, 2016. The Company also used 800,000 of these warrants to satisfy an account payable to a service provider. The value of the debt discharged in this transaction was $20,253. This transaction was with an unrelated party giving the Company a net loss of $11,747 on the debt relief. Total net gain on all debt relief transactions was $270,822. During the quarter ended September 30, 2017, the Company sold 100,000 shares of its common stock at a price of $0.30. Each of the shares sold had a warrant to purchase one additional share for $0.70 with an exercise period of 5 years. Using the Black-Scholes valuation model the Company assigned a value of $70,000 to these warrants. The Company recorded an expense of $70,000 on the operating statement for the quarter ended September 30, 2017. Concurrently, with the sale of these shares, International Hedge Group, the majority stockholder of the Company, surrendered 100,000 of its shares. In December of 2017, the Company began a private placement program to raise additional funds for the operations of the Company. At the end of December 2017, the Company had received $60,000 in subscriptions for this offering. The offering is explained in greater detail in the footnote: PRIVATE OFFERING. Super Majority Voting Rights. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2017 | |
Compensation Related Costs [Abstract] | |
WARRANTS | NOTE 7 – WARRANTS At the time of the issuance of stocks referenced in Note 8 the Company issued 34,000,000 warrants to purchase the Company’s common stock at an exercise price of $0.05 These warrants have an exercise price of $0.05 per share and an expiration date that is three years from the date of issuance. The warrants were issued to the existing shareholders of International Hedge Group. There are 15 stockholders in IHG and 6 of these represent owners of greater than 5% of IHG stock. These 6 stockholders received 57.35% of the warrants issued. 800,000 of these warrants were issued to satisfy outstanding accounts payable. The payable amounted to $20,253 and the warrants were valued at $32,000 giving rise to a loss of $11,747 on the settlement of debt. Using the Black-Scholes valuation model a value of $1,328,000 is assigned to these warrants. The parameters used in the Black-Scholes model were as follows: stock price $0.04; strike price $0.05; volatility 172%; risk free rate 1.75% and time to expiration of 3 years. This expense is recorded on the books of the Company as “Warrant expense” with an offsetting entry in the Stockholder’s Deficit section as “Additional paid in capital – Warrants.” On June 14, 2017, the Company received notice from the holders of 17,000,000 warrants as to their intentions to convert the warrants into shares of common stock of the Company. The Company instructed the transfer agent to proceed with the issuance of 16,320,000 shares of the common stock of the Company. This exercise was carried out on a “cashless exercise” which meant that the actual exercise resulted in no cash being received by the Company. The number of shares of common stock to be issued in exchange for the warrants was calculated by using the closing price of the stock on the last trading day prior to the exchange which was $1.25. The value of the warrant was subtracted from the trading price which was then multiplied by the number of warrants being exercised. This result was then divided by the last trading price to determine the number of shares to be issued. At the same time that these warrants were exercised International Hedge Group agreed to surrender 16,320,000 shares of the common stock of the Company that it holds. This transaction produced no financial consequence to the Company. On July 3, 2017, in consideration for $30,000, BEGI sold 100,000 units, each unit consisting of one share of restricted common stock and one warrant to purchase common stock, in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 act, and/or Section 4(a)(2) of the 1933 Act. As at December 31, 2017, the Company has not received any further notifications with respect to any exercise of any outstanding warrants. Warrant table Issue Shares under Exercise Remaining Date Life Warrant Price Life Balance at December 31, 2015 — — — Granted August 30, 2016 3.00 34,000,000 $ 0.05 1.66 Exercised June 14, 2017 (17,000,000 ) $ — Issued July 5, 2017 5.00 100,000 $ 0.70 4.21 Expired — $ — — Balance at December 31, 2017 17,100,000 1.67 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
INCOME TAXES | NOTE 8 – INCOME TAXES A reconciliation of the provision for income taxes at the United States federal statutory rate of 34% and a Colorado state rate of 5% compared to the Company’s income tax expense as reported is as follows: Income tax valuation allowance December 31 December 31, December 31, 2017 2016 2015 Net loss before income taxes $ (116,138 ) $ (1,154,285 ) $ (15,000 ) Adjustments to net loss Warrant expense — 1,328,000 — Gain on exchange of debt for stock — (270,822 ) — Net taxable income (loss) (116,138 ) (97,107 ) (15,000 ) Income tax rate 39 % 39 % 39 % Income tax recovery 45,295 37,870 5,850 Valuation allowance change (45,295 ) (37,870 ) (5,850 ) Provision for income taxes $ — $ — $ — The significant components of deferred income tax assets at December 31, 2017, December 31, 2016 and 2015 are as follows: Components of deferred income tax assets December 31, December 31, December 31, 2017 2016 2015 Net operating loss carryforward $ 213,245 $ 97,107 $ — Valuation allowance (213,245 ) (97,107 ) — Net deferred income tax asset $ — $ — $ — As of December 31, 2017, the Company has no unrecognized income tax benefits. Based on management’s understanding of IRC Sec 383 the substantial change in ownership and change in business activities precludes any carryforward of the accumulated net operating losses. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended December 31, 2015 and 2014, and no interest or penalties have been accrued as of December 31, 2017. As of December 31, 2015 and 2014, the Company did not have any amounts recorded pertaining to uncertain tax positions. As at December 31, 2017, the current management of the Company has been unable to ascertain when the last corporation income tax returns were filed. As at December 31, 2017, the Company is current in its tax filing obligations for the years under control by the new management. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. The Company has not recorded any liability for an uncertain tax position related to the lack of return filings since the Company records show a continuing pattern of losses for the periods in question. Since penalties are commonly assessed based on tax amounts owed management has deemed in unnecessary to record any liability. |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Loan Payable | |
LOAN PAYABLE | NOTE 9 – LOAN PAYABLE As of the quarter ended September 30, 2017, International Hedge Group, the holder of a majority of the common stock and all of the preferred stock of the Company has advanced a total of $440,500 to the Company. During the quarter ended September 30, 2017, the Company made repayments in the amount of $22,000. On September 27, 2017 the Company entered into an Agreement with International Hedge Group to effect an exchange of this Loan Payable in the amount of $400,000 and a Note Receivable in the amount of $145,000 for the Note Receivable and accrued interest from MeshWorks Media Corp. in the amount of $545,000. Further details can be seen in Note 5 of these financial statements. This loan is not secured, bears no interest, is not documented in writing and is payable on demand of the lender. |
OTHER EVENTS
OTHER EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Other Events | |
OTHER EVENTS | NOTE 10 – OTHER EVENT On September 30, 2017, the Company formed a wholly-owned subsidiary corporation, Crypto Equity Management Corp (“CEMC”) in the state of Colorado. The Company intends to use CEMC to pursue business opportunities in cryptocurrency sphere. |
PRIVATE OFFERING
PRIVATE OFFERING | 12 Months Ended |
Dec. 31, 2017 | |
Private Offering | |
PRIVATE OFFERING | NOTE 11 – PRIVATE OFFERING In December of 2017, the Company initiated a private offering to raise additional funds. A summary of this offering is as follows: The offering is a maximum of 1,000,000 units at $0.50 per unit. Each unit consists of 1 common share of BlackStar Enterprise Group, Inc. (BlackStar), 1 warrant exercisable into 1 Coin of BlackStar, (coins effective upon a registration statement) and 1 right to purchase 1 share of Crypto Equity Management Corp. at $10.00 per share. The units offered hereby are not registered and the underlying stock and coin will be restricted under Rule 144 as to resale unless made effective by registration with the SEC, or another exemption is made available under the Securities Act of 1933. The Company reserves the right to accept an additional 1,000,000 units. Management intends that the BlackStar Coin be treated as a SAFE (Simple Agreement for Future Equity) contract. The terms and conditions of this contract are yet to be determined by the Company. It is considered to be a derivative equity instrument that, at present, has no value due to not being defined by any terms or conditions. Management hereby declares that the BlackStar Coin in not intended to be a crypto currency as commonly understood since it will, at some future time. Management has researched and has found no definitive means for valuing the “BlackStar Coin”. First; the coin is not yet in existence, second; it is considered a tier 3 asset which relies on secondary sources of valuation which, at this time are not viable. The Internal Revenue Service in their Notice 2014-21 states “Virtual currency that has an equivalent value in real currency, or that acts as a substitute for real currency, is referred to as ‘convertible’ virtual currency.” The essence of the Notice 2014-21 is that the Internal Revenue Service deems that a virtual currency transaction is subject to the United States income tax laws in much the same manner as the “barter clubs” in the past. This means that the holder must necessarily maintain records of the acquisition costs in USD and the fair market value of the goods or services acquired by the expenditure of the virtual currency. With this information the taxpayer calculates a gain or a loss on the transaction in the normal manner. The Accounting Standards Board has convened a committee to investigate and promulgate reporting requirements with respect to the virtual currency situation. As of the date of these financial statements there has been no such pronouncement made. Given that the coins have not been issued and that there is no stock issued in Crypto Equity Management Corp, causing the warrants for such stock to have no value per the Black-Scholes valuation model, management has determined that the full exercise price of $0.50 be applied to the shares of BlackStar Enterprise Group, Inc. using the capital stock and paid in capital reporting as is customarily reported. As at December 31, 2017, the Company had received a total of $60,000 in exchange for 120,000 units of this offering. The Company stock will be issued upon the earlier of full sale of all units or December 29, 2018. |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Dec. 31, 2017 | |
General And Administrative Expenses | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 11 – GENERAL AND ADMINISTRATIVE EXPENSES Components of General and Administrative Expenses Year Ended December 31, 2017 2016 Advertising and promotion — 905 Automobile — 132 Bank charges 250 166 Clerical services 1,275 6,564 Continuing education 218 — Investor relations 1,323 — Meals and entertainment 292 687 Office expense 279 1,448 Corporate registration 12,500 — Filing fees 3,800 5,237 Rent 1,572 — Transfer Agent 2,627 4,786 Telephone 1,433 — Travel (36 ) 1,838 Website 450 174 $ 25,983 $ 21,937 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS As at the date of the filing of these financial statements management has determined that there are no events requiring reporting. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents The Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties and all highly liquid investments with an original maturity of three months or less as cash equivalents. |
Revenue recognition | Revenue recognition The Company has realized minimal revenues from operations. The Company recognizes revenues when the sale and/or distribution of products is complete, risk of loss and title to the products have transferred to the customer, there is persuasive evidence of an agreement, acceptance has been approved by the customer, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. Net sales will be comprised of gross revenues less expected returns, trade discounts, and customer allowances that will include costs associated with off-invoice markdowns and other price reductions, as well as trade promotions and coupons. The incentive costs will be recognized at the later of the date on which the Company recognized the related revenue or the date on which the Company offers the incentive. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common share during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. The Company maintains a valuation allowance with respect to deferred tax asset. Blackstar Enterprise Group establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long –lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review; (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner of use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expenses in the accompanying statements of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect 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. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Fair value of Financial Instruments | Fair values of Financial Instruments The Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and the reliability of the assumptions used to determine fair value. Level 1: Valuation is based on quote prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources to market transactions involving identical assets or liabilities. Level 2: Valuation is based on observable inputs other than Level I prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted price that are traded less frequently than exchange-traded instruments. Level 3: Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted ash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value equities significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. As of December 31, 2017, the Company does not have any assets or liabilities which could be considered Level 2 or 3 in the hierarchy. The Company may also be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower—of-cost-or—market accounting or write-downs of individual assets. There were no such adjustments through the years ended December 31, 2017. |
Long Lived Assets | Long Lived Assets In accordance with ASC 350 the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances both internally and externally that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. |
Stock-based Compensation | Stock-based Compensation The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company currently has no stock-based compensation plan in place. |
Advertising and Promotional Costs | Advertising and Promotional Costs Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses totaled $1,323 and $905 for the years ended December 31, 2017 and 2016, respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income is defined as all changes in stockholders’ equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments in investments in foreign subsidiaries and unrealized gains (losses) on available-for—sale securities. From our inception, there have been no differences between our Comprehensive loss and net loss. Our comprehensive loss was identical to our net loss for the years ended December 31, 2017 and 2016. |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Warrants Activity | As at December 31, 2017, the Company has not received any further notifications with respect to any exercise of any outstanding warrants. Warrant table Issue Shares under Exercise Remaining Date Life Warrant Price Life Balance at December 31, 2015 — — — Granted August 30, 2016 3.00 34,000,000 $ 0.05 1.66 Exercised June 14, 2017 (17,000,000 ) $ — Issued July 5, 2017 5.00 100,000 $ 0.70 4.21 Expired — $ — — Balance at December 31, 2017 17,100,000 1.67 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables Abstract | |
Reconciliation of the Provision for Income Taxes to Reported Income Tax Expense | A reconciliation of the provision for income taxes at the United States federal statutory rate of 34% and a Colorado state rate of 5% compared to the Company’s income tax expense as reported is as follows: Income tax valuation allowance December 31 December 31, December 31, 2017 2016 2015 Net loss before income taxes $ (116,138 ) $ (1,154,285 ) $ (15,000 ) Adjustments to net loss Warrant expense — 1,328,000 — Gain on exchange of debt for stock — (270,822 ) — Net taxable income (loss) (116,138 ) (97,107 ) (15,000 ) Income tax rate 39 % 39 % 39 % Income tax recovery 45,295 37,870 5,850 Valuation allowance change (45,295 ) (37,870 ) (5,850 ) Provision for income taxes $ — $ — $ — |
Significant Components of Deferred Income Tax Assets | The significant components of deferred income tax assets at December 31, 2017, December 31, 2016 and 2015 are as follows: Components of deferred income tax assets December 31, December 31, December 31, 2017 2016 2015 Net operating loss carryforward $ 213,245 $ 97,107 $ — Valuation allowance (213,245 ) (97,107 ) — Net deferred income tax asset $ — $ — $ — |
GENERAL AND ADMINISTRATIVE EX23
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
General And Administrative Expenses Tables Abstract | |
Schedule of General and Administrative Expenses | Components of General and Administrative Expenses Year Ended December 31, 2017 2016 Advertising and promotion — 905 Automobile — 132 Bank charges 250 166 Clerical services 1,275 6,564 Continuing education 218 — Investor relations 1,323 — Meals and entertainment 292 687 Office expense 279 1,448 Corporate registration 12,500 — Filing fees 3,800 5,237 Rent 1,572 — Transfer Agent 2,627 4,786 Telephone 1,433 — Travel (36 ) 1,838 Website 450 174 $ 25,983 $ 21,937 |
NATURE OF OPERATIONS AND BASI24
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details) | 12 Months Ended |
Dec. 31, 2017shares | |
Shares acquired | 44,400,000 |
Series A Preferred Stock [Member] | |
Shares acquired | 1,000,000 |
International Hedge Group, Inc. [Member] | |
Percentage of Company purchased | 95.00% |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Narrative | ||
Advertising and promotional expenses | $ 905 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Depreciation expense | $ 576 | $ 230 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Purchases of office equipment | $ 1,659 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Note receivable | $ 145,000 | $ 250,000 | |
Loan To Target Company [Member] | |||
Debt Instrument [Line Items] | |||
Amount of investment sought | 2,500,000 | ||
Agreed amount of investment | 500,000 | ||
Remaining amount the company will provide assistance in raising | $ 2,000,000 | ||
Interest rate | 12.00% | ||
Number of shares of Series B Convertible Preferred stock received for each dollar loaned to Target | 2 | ||
Maturity date | Feb. 1, 2019 | ||
Dividend rate | 15.00% | ||
International Hedge Group, Inc. [Member] | |||
Debt Instrument [Line Items] | |||
Principal loan amount | $ 400,000 | ||
Notes payables | 145,000 | ||
Repayment of loaned amount | $ 100,000 |
STOCKHOLDER'S DEFICIT (Details)
STOCKHOLDER'S DEFICIT (Details) - USD ($) | Jun. 14, 2017 | Aug. 25, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock, shares outstanding | 52,000,000 | 55,825,000 | ||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares issued | 1,000,000 | 0 | ||||
Preferred stock, shares outstanding | 1,000,000 | 0 | ||||
Proceeds from purchase agreement | $ 30,000 | $ 251,504 | ||||
Shares exchanged for debt | 52,504 | |||||
Gain (loss) on debt relief | $ 270,822 | 52,903 | ||||
Number of warrants issued | 34,000,000 | |||||
Warrants, exercise price per share | $ 0.05 | |||||
Value of warrants | $ 1,360,000 | |||||
Warrant expense | $ 1,328,000 | 1,328,000 | ||||
Voting right of Chass A Preferred Shareholders | The Record Holders of the Class A Preferred Shares shall have that number of votes (identical in every other respect to the voting rights of the holders of other Class of voting preferred shares and the holders of common stock entitled to vote at any Regular or Special Meeting of the Shareholders) equal to that number of common shares which is not less than 60% of the vote required to approve any action, | |||||
Warrants, expiration period | 3 years | |||||
Subscription offering receipts | $ 60,000 | |||||
Stock Issued [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares exchanged for debt, shares | 1,322,579 | |||||
Value of debt discharged | $ 335,072 | |||||
Gain (loss) on debt relief | 282,569 | |||||
Subscription offering receipts | $ 60,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued for cash, shares | 1,000,000 | |||||
Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares exchanged for debt, shares | 17,000,000 | 800,000 | 800,000 | |||
Value of debt discharged | $ 20,253 | $ 20,253 | ||||
Gain (loss) on debt relief | $ 11,747 | $ 11,747 | ||||
Number of warrants issued | 34,000,000 | |||||
Warrants, exercise price per share | $ 0.70 | $ 0.05 | ||||
Value of warrants | $ 70,000 | $ 32,000 | ||||
Warrant expense | $ 70,000 | |||||
Number of shares issued | 100,000 | |||||
Share price | $ 0.30 | |||||
Warrants, expiration period | 5 years | |||||
International Hedge Group, Inc. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of Company purchased | 95.00% | |||||
International Hedge Group, Inc. [Member] | Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock surrender | 100,000 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | Jul. 03, 2017 | Jun. 14, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of warrants issued | 34,000,000 | |||||
Warrants, exercise price per share | $ 0.05 | |||||
Warrants, expiration period | 3 years | |||||
Proceeds from issuance of shares | 52,000,000 | 55,825,000 | ||||
Value of warrants | $ 1,360,000 | |||||
Loss on debt relief | $ 270,822 | $ 52,903 | ||||
Warrants issued | $ 70,000 | $ 1,328,000 | ||||
Warrant [Member] | ||||||
Number of warrants issued | 34,000,000 | |||||
Warrants, exercise price per share | $ 0.70 | $ 0.05 | ||||
Warrants, expiration period | 5 years | |||||
Warrants exchanged for debt, shares | 17,000,000 | 800,000 | 800,000 | |||
Value of warrants | $ 70,000 | $ 32,000 | ||||
Value of debt discharged | $ 20,253 | 20,253 | ||||
Loss on debt relief | $ 11,747 | $ 11,747 | ||||
Stock price | $ 0.04 | |||||
Strike price | $ 0.05 | |||||
Volatility | 172.00% | |||||
Risk free rate | 175.00% | |||||
Time to expiration | 3 years | |||||
Common Stock [Member] | ||||||
Number of warrants issued | 100,000 | |||||
Warrants, exercise price per share | $ 1.25 | |||||
Proceeds from issuance of shares | 16,320,000 | |||||
Warrants exchanged for debt, shares | 1,312,549 | |||||
Value of warrants | $ 30,000 | |||||
Warrants issued | ||||||
International Hedge Group, Inc. [Member] | ||||||
Ownership percentage of six stockholders | 5.00% | |||||
Percentage of warrants issued received by six stockholders | 57.35% | |||||
International Hedge Group, Inc. [Member] | Warrant [Member] | ||||||
Stock surrender | 100,000 | |||||
International Hedge Group, Inc. [Member] | Common Stock [Member] | ||||||
Stock surrender | 100,000 | 16,320,000 |
WARRANTS (Schedule of Warrant A
WARRANTS (Schedule of Warrant Activity) (Details) - Warrant [Member] | 24 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Issue Life | |
Granted | 3 years |
Issued | 5 years |
Shares Under Warrant | |
Balance | |
Granted | 34,000,000 |
Exercised | (17,000,000) |
Issued | 100,000 |
Expired | |
Balance | 17,100,000 |
Exercise Price Per Share | |
Balance | $ / shares | |
Granted | $ / shares | 0.05 |
Exercised | $ / shares | |
Issued | $ / shares | 0.70 |
Expired | $ / shares | |
Remaining Life | |
Granted | 1 year 7 months 28 days |
Issued | 4 years 2 months 16 days |
Balance | 1 year 8 months 2 days |
Date of Issuence | |
Granted | Aug. 30, 2016 |
Exercised | Jun. 14, 2017 |
Issued | Jul. 5, 2017 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Narrative | |
Federal income tax rate | 34.00% |
State income tax rate | 5.00% |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Provision fo Income Taxes to Reported Provision For Income Taxes) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Reconciliation Of Provision Fo Income Taxes To Reported Provision For Income Taxes | |||
Net loss before income taxes | $ (116,138) | $ (1,154,285) | $ (15,000) |
Adjustments to net loss | |||
Warrant expense | 1,328,000 | ||
Gain on exchange of debt for stock | (270,822) | ||
Net taxable income (loss) | $ (116,138) | $ (97,107) | $ (15,000) |
Income tax rate | 39.00% | 39.00% | 39.00% |
Income tax recovery | $ 45,295 | $ 37,870 | $ 5,850 |
Valuation allowance change | (45,295) | (37,870) | (5,850) |
Provision for income taxes |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 213,245 | $ 97,107 | |
Valuation allowance | (213,245) | (97,107) | |
Net deferred income tax asset |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loan payable - related party | $ 18,500 | $ 150,000 | |
International Hedge Group, Inc. [Member] | |||
Loan payable | $ 400,000 | ||
Loan payable - related party | 440,500 | ||
Repayment of loan | 22,000 | ||
Notes receivables | 145,000 | ||
MeshWorks Media Corp [Member] | |||
Accrued interest | $ 545,000 |
PRIVATE OFFERING (Narrative) (D
PRIVATE OFFERING (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Per unit price | $ 0.50 | |
Exchange of unit for offering | 120,000 | |
Subscription offering receipts | $ 60,000 | |
Maximum [Member] | ||
Exchange of unit for offering | 1,000,000 |
GENERAL AND ADMINISTRATIVE EX36
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
General And Administrative Expenses Details Abstract | ||
Advertising and promotion | $ 905 | |
Automobile | 132 | |
Bank charges | 250 | 166 |
Clerical services | 1,275 | 6,564 |
Continuing education | 218 | |
Investor relations | 1,323 | |
Meals and entertainment | 292 | 687 |
Office expense | 279 | 1,448 |
Corporate registration | 12,500 | |
Filing fees | 3,800 | 5,237 |
Rent | 1,572 | |
Transfer Agent | 2,627 | 4,786 |
Telephone | 1,433 | |
Travel | (36) | 1,838 |
Website | 450 | 174 |
General and administrative expenses | $ 25,983 | $ 21,937 |