Grand Havana (GHAV) 10-Q 6 Nov 20 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Nov. 03, 2020
Document And Entity Information
Entity Registrant Name	GRAND HAVANA INC.
Entity Central Index Key	0001514113
Entity File Number	000-55037
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Entity's Reporting Status Current	No
Entity Interactive Data Current	No
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Incorporation State Country Code	NV
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,224,189
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash	$ 417,613	$ 1,463
Accounts receivable, net	14,719	4,302
Inventory, net	1,558	1,549
Prepaid expenses and other current assets	16,292	10,514
Total Current Assets	450,182	17,828
Property and equipment, net	300,886	224,219
Right-of-use asset - operating lease	44,268
Security deposits	1,400	1,400
Intangible assets, net	16,342	16,978
Certificate of deposit	5,300	5,300
TOTAL ASSETS	818,378	265,725
CURRENT LIABILITIES
Accounts payable and accrued expenses	426,177	390,569
Accrued interest	283,673	180,684
Convertible notes, net	905,188	755,043
Notes payable	153,022	102,188
Loans payable - related parties	426,918	417,018
Right-of-use liabilities - operating lease	33,570
Line of credit	5,001	4,995
Derivative liabilities	14,499,037	12,244,301
Payroll liabilities - related parties	316,730	282,543
Payroll liabilities	46,196	52,160
Preferred stock liability		125,000
Total Current Liabilities	17,095,512	14,554,501
Long term portion of convertible loans, net	270,000	170,000
Long term portion of notes payable	76,304	83,486
Long term Right-of-use liabilities - operating lease	11,032
TOTAL LIABILITIES	17,452,848	14,807,987
STOCKHOLDERS' DEFICIT
Undesignated Preferred stock, $0.001 par value, 19,999,900 shares authorized; no shares issued and outstanding, respectively
Preferred Series A stock, $0.001 par value, 200 and 100 shares authorized, respectively; 146 and 100 shares issued and outstanding, respectively	1	1
Preferred Series B stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding, respectively
Common stock, $0.001 par value, 400,000,000 shares authorized; 95,386,473 and 74,116,845 shares issued and outstanding, respectively	95,386	74,117
Additional paid in capital	10,183,534	2,567,250
Accumulated deficit	(27,075,587)	(17,347,076)
Total Grand Havana stockholders' deficit	(16,796,666)	(14,705,708)
Non-controlling interest	162,196	163,446
TOTAL STOCKHOLDERS' EQUITY DEFICIT	(16,634,470)	(14,542,262)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 818,378	$ 265,725

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Undesignated Preferred Stock, par value	$ 0.001	$ 0.001
Undesignated Preferred Stock, shares authorized	19,999,900	19,999,900
Undesignated Preferred Stock, outstanding
Undesignated Preferred Stock shares issued
Preferred Series A stock, par value	$ 0.001	$ 0.001
Preferred Series A stock, shares authorized	200	100
Preferred Series A stock, shares outstanding	146	100
Preferred Series A stock, shares issued	146	100
Preferred Series B stock, par value	$ 0.001	$ 0.001
Preferred Series B stock, authorized	$ 10,000,000	$ 10,000,000
Preferred Series B stock, shares outstanding
Preferred Series B stock, shares issued
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	400,000,000	400,000,000
Common Stock, shares issued	95,386,473	74,116,845
Common Stock, shares outstanding	95,386,473	74,116,845

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
NET REVENUES:
Revenues, net	$ 60,265	$ 48,281	$ 103,100	$ 98,908
TOTAL NET REVENUES	60,265	48,281	103,100	98,908
COST OF GOODS SOLD:
Cost of goods sold	49,218	24,688	77,855	51,714
TOTAL COST OF GOODS SOLD	49,218	24,688	77,855	51,714
GROSS PROFIT	11,047	23,593	25,245	47,194
OPERATING EXPENSES:
General and administrative expenses	775,518	35,127	953,945	174,040
Depreciation and amortization	14,571	3,406	26,567	7,675
Payroll and related expenses	5,953,173	85,385	6,056,568	280,185
TOTAL OPERATING EXPENSES	6,743,262	123,918	7,037,080	461,900
(LOSS) FROM OPERATIONS	(6,732,215)	(100,325)	(7,011,835)	(414,706)
OTHER INCOME (EXPENSE):
Interest expense, net	(182,574)	(149,543)	(419,307)	(431,095)
Change in derivative liabilities	(1,347,995)	83,535	(2,298,565)	3,586,582
Other (expense) income	(54)	237	(54)	427
TOTAL OTHER INCOME (EXPENSE)	(1,530,623)	(65,771)	(2,717,926)	3,155,914
NET INCOME (LOSS)	(8,262,838)	(166,096)	(9,729,761)	2,741,208
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST	(1,477)	(189)	(1,250)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (8,261,361)	$ (165,907)	$ (9,728,511)	$ 2,741,208
NET INCOME (LOSS) PER COMMON SHARE:
Basic	$ (0.10)	$ 0	$ (0.12)	$ 0.04
Diluted	$ (0.10)	$ 0	$ (0.12)	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic	85,991,483	65,626,302	80,745,900	62,862,129
Diluted	85,991,483	65,626,302	80,745,900	227,103,031

Shareholders Equity (Unaudited)

Shareholders Equity (Unaudited) - USD ($)	Preferred StockPreferred Stock Class A	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, shares at Dec. 31, 2017	100	61,125,687
Beginning Balance, amount at Dec. 31, 2017	$ 1	$ 61,126	$ 1,991,817	$ (8,776,179)	$ 167,435	$ (6,555,800)
Issuance of shares for cash, shares		516,000
Issuance of shares for cash, amount		$ 516	23,284			23,800
Issuance of common stock as settlement of accounts payable realted party, shares		500,000
Issuance of common stock as settlement of accounts payable related party, amount		$ 500	39,500			40,000
Shares issued as compensation, shares		3,500,000
Shares issued as compensation, amount		$ 3,500	189,750			193,250
Net Income (Loss)				2,741,208		2,741,208
Ending Balance, shares at Jun. 30, 2018	100	65,641,687
Ending Balance, amount at Jun. 30, 2018	$ 1	$ 65,642	2,244,351	(6,034,971)	167,435	(3,557,542)
Beginning Balance, shares at Mar. 31, 2018	100	65,585,687
Beginning Balance, amount at Mar. 31, 2018	$ 1	$ 65,586	2,241,607	(5,869,064)	167,624	(3,394,246)
Issuance of shares for cash, shares		56,000
Issuance of shares for cash, amount		$ 56	2,744
Net Income (Loss)				(165,907)	(189)	(166,096)
Ending Balance, shares at Jun. 30, 2018	100	65,641,687
Ending Balance, amount at Jun. 30, 2018	$ 1	$ 65,642	2,244,351	(6,034,971)	167,435	(3,557,542)
Beginning Balance, shares at Dec. 31, 2018	100	74,116,845
Beginning Balance, amount at Dec. 31, 2018	$ 1	$ 74,117	2,567,250	(17,347,076)	163,446	(14,542,262)
Issuance of shares for cash, shares		15,667,858
Issuance of shares for cash, amount		$ 15,668	534,832			$ 550,500
Issuance of common stock as settlement of accounts payable realted party, shares
Shares issued as compensation, shares	41	2,089,277
Shares issued as compensation, amount		$ 2,089	6,595,423			$ 6,597,512
Issuance of preferred class A shares as settlement of liability, shares	5
Issuance of preferred class A shares as settlement of liability, amount			125,000			125,000
Issuance of shares as settlement of debt, shares		3,512,493
Issuance of shares as settlement of debt, amount		$ 3,512	10,391			13,903
Resolution of derivative liability through APIC			350,638			350,638
Net Income (Loss)				(9,728,511)	(1,250)	(9,729,761)
Ending Balance, shares at Jun. 30, 2019	146	95,386,473
Ending Balance, amount at Jun. 30, 2019	$ 1	$ 95,386	10,183,534	(27,075,587)	162,196	(16,634,470)
Beginning Balance, shares at Mar. 31, 2019	105	76,569,065
Beginning Balance, amount at Mar. 31, 2019	$ 1	$ 76,569	2,830,315	(18,814,226)	163,673	(15,743,668)
Issuance of shares for cash, shares		15,167,858
Issuance of shares for cash, amount		$ 15,168	515,832			531,000
Shares issued as compensation, shares	41	537,457
Shares issued as compensation, amount		$ 537	6,527,998			6,528,535
Issuance of shares as settlement of debt, shares		3,112,093
Issuance of shares as settlement of debt, amount		$ 3,112	8,791			11,903
Resolution of derivative liability through APIC			300,598			300,598
Net Income (Loss)				(8,261,361)	(1,477)	(8,262,838)
Ending Balance, shares at Jun. 30, 2019	146	95,386,473
Ending Balance, amount at Jun. 30, 2019	$ 1	$ 95,386	$ 10,183,534	$ (27,075,587)	$ 162,196	$ (16,634,470)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) before non-controlling interest	$ (9,729,761)	$ 2,741,208
Adjustment to reconcile change in net loss to net cash and cash equivalents used in operating activities:
Depreciation expense	25,931	6,190
(Gain) loss on sale of equipment	54	(427)
Amortization of intangibles	636	1,485
Loss on settlement of accounts payable - related party		2,000
Amortization of debt discount	262,512	383,748
Change in derivative liabilities	2,298,565	(3,586,582)
Default interest capitalized into convertible note payable	47,875
Stock-based compensation	6,597,512	193,250
Amortization of right-of-use assets - operating lease	13,722
Changes in operating assets and liabilities
Accounts receivable	(10,417)	1,510
Inventory	(9)	10,606
Prepaid expenses and other current assets	(5,778)	(4,171)
Accounts payable and accrued expenses	35,608	66,310
Accrued interest	105,151	(6,039)
Lease Liability	(13,388)
Payroll and related liabilities	(5,964)	(8,387)
Payroll and related liabilities - related parties	34,187	73,957
NET CASH USED IN OPERATING ACTIVITIES	(343,564)	(125,342)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(106,242)	(10,452)
Proceeds from sale of equipment	3,590	8,790
NET CASH USED IN INVESTING ACTIVITIES	(102,652)	(1,662)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from convertible notes payable	258,308	13,500
Net proceeds of loans payable - related parties	9,900
Net proceeds from secured borrowings	43,652
Net proceeds (repayments) line of credit	6	(114)
Net proceeds from the sale of preferred stock		75,000
Net proceeds from the sale of common stock	550,500	23,800
NET CASH PROVIDED BY FINANCING ACTIVITIES	862,366	112,186
Net increase in cash	416,150	(14,818)
Cash, beginning of year	1,463	30,185
Cash, end of period	417,613	15,367
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	3,536
Cash paid for taxes
NON-CASH ACTIVITIES:
Initial recognition of right-of use asset and lease liability	57,990
Debt discounts on convertible notes payable	306,809	369,612
Resolution of derivative liability through APIC	350,638
Issuance of preferred stock for settlement of preferred stock liability	125,000
Conversion of debt and accrued interest into common stock	13,903
Common stock issued for settlement of accounts payable - related party		38,000
Increase in principal of convertible notes due to default provisions	$ 47,875

NOTE 1 - ORGANIZATION

NOTE 1 - ORGANIZATION	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 1 - ORGANIZATION	NOTE 1 - ORGANIZATION Grand Havana Inc. f/k/a Junkiedog.com, Inc. (the “Company”) was incorporated in the State of Texas in 2009 as Unique Underwriters, Inc. On April 25, 2017, the Company entered into an agreement to purchase 70% of the issued and outstanding capital stock of Cafesa Co., a Florida corporation that is a coffee wholesaler. Cafesa became a majority owned subsidiary of Grand Havana Master LLC. During the fourth quarter of 2019, the Company determined to shut down Cafesa Co. and started to build up customer base on its own effort for the same coffee distribution business in the same geographical area. After analyzing the affect by the criteria provided by ASC 205-20-55, the Company has concluded that the abandonment of Cafesa Co. should not be considered as “discontinued operations” since the abandonment does not represent a strategic shift that has (or will have) a major affect on the Company’s operations and financial results. On June 3, 2019, the Company filed Articles of Organization as a Domestic Limited Liability Company with the Florida Secretary of State creating a new wholly-owned subsidiary, Grand Master Brands LLC (“GMB”). The business purpose of GMB is to provide marketing and sales services for the Company’s products to retail businesses. Grand Havana, Inc. and its subsidiaries, Grand Havana Master LLC, Cafesa Co., Grand Master Brands LLC, Unique Underwriters, Inc., are hereinafter referred to as the “Company”.

NOTE 2 - SUMMARY OF SIGNIFICANT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2018 and 2017 which are included on a Form 10-K filed on February 10, 2020. In the opinion of management, all adjustments which include normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods shown have been reflected herein. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for years ended December 31, 2018 have been omitted. PRINCIPLES OF CONSOLIDATION The accompanying unaudited financial statements reflect the consolidation of the individual unaudited financial statements of Grand Havana, Inc., Grand Havana Master LLC, Unique Underwriters, Inc. and Cafesa Co. All significant intercompany accounts and transactions have been eliminated. RECLASSIFICATION Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and the financial position of the Company. FAIR VALUE OF FINANCIAL INSTRUMENTS GAAP requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Fair Value Measurements at June 30, 2019 Total Level 1 Level 2 Level 3 Convertible notes payable 　 $ 13,672,528 　 $ — 　 $ — 　 $ 13,672,528 Warrants 　 $ 826,509 　 $ — 　 $ — 　 $ 826,509 Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Convertible notes payable $ 11,418,125 $ — $ — $ 11,418,125 Warrants $ 826,176 $ — $ — $ 826,176 The Company uses a multinomial lattice model that values the derivative liability within the convertible notes and warrants based on probability weighted discounted cash flow model. The fair values of the conversion option and the attached warrants were estimated using a binomial model with the following assumptions: June 30, 2019 Conversion Warrants Option Volatility 151.71%-468.92% 151.71%-755.94% Dividend Yield 0% 0% Risk-free rate 1.75%-2.18% 1.71%-2.09% Expected term 0.07-1.33 years 0.62-3.73 years Stock price $ 0.14 $ 0.14 Exercise price $ 0.0047-0.0675 $ 0.01-0.13 Derivative liability fair value $ 13,672,528 $ 826,509 December 31, 2018 Conversion Warrants Option Volatility 207.03%-699.96% 339.96%-982.13% Dividend Yield 0% 0% Risk-free rate 2.48%-2.63% 2.46%-2.63% Expected term 0.18-1.82 years 1.12-4.23 years Stock price $ 0.13 $ 0.13 Exercise price $ 0.005-0.083 $ 0.012-0.10 Derivative liability fair value $ 11,418,125 $ 826,176 The following table presents a summary of the Company’s derivative liabilities as of June 30, 2019 and 2018: June 30, June 30, Description 2019 2018 Beginning balance $ 12,244,301 $ 4,960,740 Proceeds, payments and conversions (43,829 ) 255,266 Total change in fair value 2,298,565 (3,586,582 ) Ending balance $ 14,499,037 $ 1,629,424 LEASES On January 1, 2019, the Company adopted ASU 2016-02( Topic 842 EARNINGS (LOSS) PER SHARE The Company utilizes the guidance per ASC 260, Earnings Per Share convertible notes, 4,058,631 shares issuable upon exercise of outstanding warrants, and 278,528,502 shares issuable upon conversion of Series A preferred stock excluded for their anti-dilutive effects. For the three and six months ended June 30, 2018, there were 30,586,927 shares issuable upon conversion of outstanding convertible notes, 2,370,061 shares issuable upon exercise of outstanding warrants, and 131,283,374 shares issuable upon conversion of Series A Preferred stock. For the six months ended June 30, 2018, these outstanding instruments were excluded from diluted earnings per share calculation for their anti-dilutive effects, however, were included for the three months ended June 30, 2018 calculation for their dilutive effects. The reconciliations of basic and diluted earnings (loss) per share is as follow: For three months ended June 30, 2019 2018 Basic net (loss) $ (8,261,361 ) $ (165,907 ) (Less): Change in derivative liabilities — — Add Back: Amortization of Debt discount — — Diluted Net (Loss) $ (8,261,361 ) $ (165,907 ) Basic and dilutive shares Weight average basic shares outstanding 85,991,483 65,626,302 Shares issuable from Convertible notes — — Shares issuable from Warrants — — Shares issuable from Series A Preferred Stock — — Dilutive Shares 85,991,483 65,626,302 (Loss) Per Share: Basic $ (0.10 ) $ (0.00 ) Diluted $ (0.10 ) $ (0.00 ) For six months ended June 30, 2019 2018 Basic net income (loss) $ (9,728,511 ) $ 2,741,208 (Less): Change in derivative liabilities — (3,586,582 ) Add Back: Amortization of Debt discount — 383,748 Diluted Net (Loss) $ (9,728,511 ) $ (461,626 ) Basic and dilutive shares Weight average basic shares outstanding 80,745,900 62,862,129 Shares issuable from Convertible notes — 30,586,927 Shares issuable from Warrants — 2,370,601 Shares issuable from Series A Preferred Stock — 131,283,374 Dilutive Shares 80,745,900 227,103,031 Income (Loss)\ Per Share: Basic $ (0.12 ) $ 0.04 Diluted $ (0.12 ) $ (0.00 ) NEW ACCOUNTING PRONOUNCEMENTS In January 2017, the FASB issued guidance within ASU 2017-04, Intangibles-Goodwill and Other. The amendments in ASU 2017-04 simplify the subsequent measurement of goodwill by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to our financial position, results of operations or cash flows.

NOTE 3 - GOING CONCERN

NOTE 3 - GOING CONCERN	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NOTE 3 - GOING CONCERN	NOTE 3 - GOING CONCERN The Company’s unaudited consolidated financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred net loss of $9,728,511 for the six months ended June 30, 2019. Cash on hand will not be sufficient to cover debt repayments, operating expenses and capital expenditure requirements for at least twelve months from the date of these financial statements. As of June 30, 2019 and December 31, 2018, the Company had working capital deficits $16,645,330 and $14,536,673, respectively. Our historical operating results raise substantial doubt related to the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to seek equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support the Company's working capital requirements. To the extent that funds generated from operations, any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - FIXED ASSET

NOTE 4 - FIXED ASSET	6 Months Ended
	Jun. 30, 2019
Property, Plant and Equipment [Abstract]
NOTE 4 - FIXED ASSET	NOTE 4 - FIXED ASSET Property and equipment consisted of the following As of June 30, 2019 and December 31, 2018: June 30, December 31, 2019 2018 Equipment $ 253,053 $ 151,177 Vehicles 106,080 106,080 Less: Accumulated depreciation (58,247 ) (33,038 ) Property and equipment, net $ 300,886 $ 224,219 Depreciation expense for the three and six months ended June 30, 2019 and 2018 were $14,253 and $25,931, and $3,088 and $6,190, respectively. During the first two quarters of 2019, the Company sold equipment for $3,590 and recognized a loss on sale of equipment for $54. During the first two quarters of 2019, the Company purchased property and equipment for $106,242. During the first two quarters of 2018, the Company sold equipment for $8,790 and recognized a gain on sale of equipment for $427. During the first two quarters of 2018, the Company purchased property and equipment for $10,452.

NOTE 5 - CONVERTIBLE NOTES

NOTE 5 - CONVERTIBLE NOTES	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
NOTE 5 - CONVERTIBLE NOTES	NOTE 5 - CONVERTIBLE NOTES On February 13, 2017, the Company entered into an unsecured convertible promissory note for $25,000, due on February 13, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal increased by $2,500 as a result of default penalty, and the Company converted $7,000 principal and $2,162 accrued interest to 2,395,231 shares of common stock at a conversion price of $0.003825 per share, please see Note 8 for further discussion. As of June 30, 2019 and December 31, 2018, the outstanding balance of the note was $20,500 and $25,000, respectively and the related accrued interest was $7,918 and $7,200, respectively. This note is currently in default bearing a default interest rate of 24%. On February 13, 2017, the Company entered into an unsecured convertible promissory note for $95,000, due on February 13, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal increased by $9,500 as a result of default penalty. As of June 30, 2019 and December 31, 2018, the outstanding balance of the note was $104,500 and $95,000, respectively, and the related accrued interest was $37,873 and $25,333, respectively. This note is currently in default bearing a default interest rate of 24%. On March 15, 2017, the Company entered into a secured convertible promissory note for $60,000, due on March 15, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal increased by $6,000 as a result of default penalty. As of June 2019, the note holder converted $2,742 of principal to 716,862 shares of common stock at $0.00383 per share, please refer to Note 8 for further discussion. As of June 30, 2019 and December 31, 2018, the outstanding balance of the note was $63,258 and $60,000, respectively, and the related accrued interest was $23,831 and $16,240, respectively. This note is currently in default bearing a default interest rate of 24%. On March 17, 2017, the Company entered into an unsecured convertible promissory note for $60,000, due on March 17, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal was increased by $6,000 as a result of default penalty. As of June 30, 2019 and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $16,960 and $9,040, respectively. This note is currently in default bearing a default interest rate of 24%. On April 7, 2017, the Company entered into an unsecured convertible promissory note for $20,000, due on April 7, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal was increased by $2,000 as a result of default penalty. As of June 30, 2019, and December 31, 2018, the outstanding balance of the note was $22,000 and $20,000, respectively, and the related accrued interest was $7,733 and $5,093, respectively. This note is currently in default bearing a default interest rate of 24%. On May 3, 2017, the Company entered into an unsecured convertible promissory note for $20,000, due on May 3, 2018, bearing interest at 8% per annum. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal was increased by $2,000 as a result of default penalty . On May 3, 2017, the Company entered into a secured convertible promissory note for $60,000, due on May 3, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal was increased by $6,000 as a result of default penalty . On August 7, 2017, the Company entered into a secured convertible promissory note for $78,750, due on August 7, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal was increased by $7,875 as a result of default penalty and the company converted $2,000 of the principal to 400,400 shares of common stock at $0.005 per shares. Please refer to Note 8 for further discussion. As of June 30, 2019, and December 31, 2018, the outstanding balance of the note was $84,625 and $78,750, respectively, and the related accrued interest was $18,596 and $12,600, respectively. This note is currently in default bearing a default interest rate of 24%. On December 13, 2017, the Company entered into a secured convertible promissory note for $60,000, due on September 14, 2018, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. During the first two quarters of 2019, the principal was increased by $6,000 as a result of default penalty. As of June 30, 2019, and December 31, 2018, the outstanding balance of the note was $66,000 and $60,000, respectively, and the related accrued interest was $10,571 and $5,520, respectively. This note is currently in default bearing a default interest rate of 24%. On January 8, 2019, the Company entered into a secured convertible promissory note for $35,000, due on December 31, 2019, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. As of June 30, 2019, the outstanding balance of the note was $35,000, and the related accrued interest was $1,365. As of filling date, this note is in default bearing a default interest rate of 16%. On January 3, 2019, the Company entered into a secured convertible promissory note for $63,309, due on January 3, 2020, bearing interest at 8% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of 55% of the lowest trading price during the last fifteen trading day period, including the date of conversion. In connection with the issuance of convertible notes, the Company also granted 73,046 warrants to acquire common stock at $0.13 per share, please refer to Note 9 for further discussion. As of June 30, 2019, the outstanding balance of the note was $63,309, and the related accrued interest was $2,484. As of filling date, this note is in default bearing a default interest rate of 16%. On April 12, 2019, the Company entered into a secured convertible promissory note for $100,000 due on October 26, 2020, bearing interest at 12% per annum and secured by the assets of the Company. This convertible promissory note contains a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of $0.02 per share. As of June 30, 2019, the outstanding balance of the note was $100,000, and the related accrued interest was $2,630. On April 25, 2019, the Company entered into a secured convertible promissory note for $33,000 due on April 25, 2020, bearing interest at 12% per annum and secured by the assets of the Company. This convertible promissory note contains $3,000 original issue discount and a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of the lesser of $0.11 or 50% of the lowest trading price during the last twenty trading day period prior to date of conversion, including the date of conversion. In connection with the issuance of convertible notes, the Company also granted 75,000 warrants to acquire common stock at $0.11 per share, please refer to Note 9 for further discussion. As of June 30, 2019, the outstanding balance of the note was $33,000, and the related accrued interest was $727. As of filling date, this note is in default bearing a default interest rate of 16%. On April 25, 2019, the Company entered into a secured convertible promissory note for $33,000 due on April 25, 2020, bearing interest at 12% per annum and secured by the assets of the Company. This convertible promissory note contains $3,000 original issue discount and a provision for conversion at the holder's option including accrued interest, into the Company's common stock at a rate of the lesser of $0.11 or 50% of the lowest trading price during the last twenty trading day period prior to date of conversion, including the date of conversion. In connection with the issuance of convertible notes, the Company also granted 75,000 warrants to acquire common stock at $0.11 per share, please refer to Note 9 for further discussion. As of June 30, 2019, the outstanding balance of the note was $33,000, and the related accrued interest was $727, respectively. As of filling date, this note is in default bearing a default interest rate of 16%. As of June 30, 2019 and December 31, 2018, the Company had outstanding convertible notes, net of debt discount, in the amount of $1,175,188 and $925,043, respectively. During the six months ended June 30, 2019, the Company amortized $265,512 of debt discount while recognizing $306,809 in additional debt discount on convertible notes payable.

NOTE 6 - NOTES PAYABLES

NOTE 6 - NOTES PAYABLES	6 Months Ended
	Jun. 30, 2019
Notes Payable [Abstract]
NOTE 6 - NOTES PAYABLES	NOTE 6 - NOTES PAYABLES During 2018, the Company entered into four loans for the purchase of and secured by vehicles with terms of 72 to 75 months and interest rates ranging from 6.99% to 8.94%. The combining outstanding balance on these notes is $90,369 and $96,717 as of June 30, 2019 and December 31, 2018, respectively. On March 12, 2019, the Company entered into a secured convertible promissory note for $50,000, due on October 11, 2019, bearing interest at 8% per annum and secured by the assets of the Company. As of June 30, 2019, the outstanding balance of the note was $50,000, and the related accrued interest was $1,216. This convertible note was repaid subsequent to period end.

NOTE 7 - RELATED PARTIES TRANSA

NOTE 7 - RELATED PARTIES TRANSACTIONS	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
NOTE 7 - RELATED PARTY TRANSACTIONS	NOTE 7 - RELATED PARTIES TRANSACTIONS During 2018, the Company entered into various stock purchase agreements with various members of the Board of Directors to issue a total of 137,000 share of common stock for $0.05 per share and 5 shares of Preferred Series A stock for $25,000 per share for a total of $131,850. During the first two quarters of 2019, the Company entered into various stock purchase agreements with various members of the Board of Directors to issue a total of 325,000 share of common stock for totaling $15,500. During 2017, the Company received loans totaling $102,018, from related parties for working capital purposes. These unsecured loans bear interest at a rate of 6% per annum and have no repayment terms. During the first two quarters of 2019, the Company entered into two unsecured loans totaling $9,900 from related parties for working capital resources. These notes are due on demand and bear no interest. As of June 30, 2019 and December 31, 2018, the outstanding balance on these related party notes were $111,918 and $102,018, respectively, and the related accrued interest was $12,729, and $9,703, respectively. As part of the Cafesa acquisition on April 25, 2017, the Company is required to make cash and stock payments totaling $315,000 to a related party. No repayments or borrowings were made during the first two quarters of 2019 and the full year of 2018. As of June 30, 2019 and December 31, 2018, the outstanding balance due to this related party was $315,000. The Company is currently involved in a lawsuit with the note holder. Please refer to Note 10 for further discussion.

NOTE 8 - EQUITY

NOTE 8 - EQUITY	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
NOTE 8 - EQUITY	NOTE 8 - EQUITY Preferred Stock As of June 30, 2019, and December 31, 2018, The Company has 19,999,900 During 2018, The Company entered stock purchase agreements to sell 5 Preferred Series A shares for $25,000 per share, totaling $125,000 to related parties. Payment for the shares was received during 2018. These shares of Preferred Series A were issued during the first quarter of 2019. On March 4, 2019, The Company amended the Certificate of Designation of the Series A Preferred Stock of the Company to increase the number of authorized A Series Preferred Stock of the Company to 200 shares. During the first two quarters of 2019, the company issued 41 shares of Preferred Series A, with estimated valuation of $6,446,352 or $157,228 per shares, for compensation, of which 37 shares of Preferred Series A, totaling $5,817,440, were issued to related parties. Common Stock As of June 30, 2019, and December 31, 2018, the Company has 400,000,000 authorized shares of common stock, par value $0.001, of which 95,386,473 and 74,116,845 shares are issued and outstanding, respectively. During 2018, the Company issued a total of 3,500,000 shares of common stock totaling $193,250 for services rendered. In addition, 516,000 shares of common stock were issued for cash totaling $23,800. The Company also issued 500,000 shares as settlement of $40,000 of accounts payable with a current director. During the first two quarters of 2019, the Company issued 2,089,277 shares of common stock totaling $151,160 for services rendered, of which 879,600 shares totaling $141,415 were issued to related parties. In addition, 15,667,858 shares of common stock were issued in exchange for cash totaling $550,500, of which 325,000 shares were issued to a related party for $15,500. There were 3,512,493 shares of common stock issued for conversion of convertible notes and accrued interest, and as a result settled $350,638 of derivative liabilities through additional paid in capital. Please refer to Note 5 for further discussion.

NOTE 9 - WARRANTS

NOTE 9 - WARRANTS	6 Months Ended
	Jun. 30, 2019
Warrants and Rights Note Disclosure [Abstract]
NOTE 9 - WARRANTS	NOTE 9 - WARRANTS During the year ended December 31, 2018, the Company granted a total of 4,088,874 warrants to acquire shares of common stock at a range of $0.015 to $0.13 per share, respectively. All tranches of stock purchase warrants were issued to various note holders in connection with the issuance of convertible debt. During the first two quarters of June 30, 2019, the Company granted 223,046 warrants to acquire shares of common stock from $0.11 to $0.13 per share. These tranches of stock purchase warrants were issued to note holders in connection with the issuance of convertible notes. A summary of the status of the Company’s warrants as of June 30, 2019 is presented below: Number of Options and Warrants Range of Exercise Prices Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Outstanding at December 31, 2018 6,481,258 $0.01 to $0.10 2.27 0.05 Warrants granted 223,046 $0.11 to $0.13 2.72 0.12 Warrants exercised — — — — Warrants forfeited or expired — — — — Outstanding as of June 30, 2019 6,704,304 $0.01 to $0.13 1.80 0.05 Exercisable as of June 30, 2019 6,704,304 $0.01 to $0.13 1.80 0.05 As of June 30, 2019, all of the 6,704,304 outstanding warrants are exercisable.

NOTE 10 - COMMITMENTS AND CONTI

NOTE 10 - COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
NOTE 10 - COMMITMENTS AND CONTINGENCIES	NOTE 10 - COMMITMENTS AND CONTINGENCIES Luis Ravelo and Lucia Ravelo v. Grand Havana Inc. and Grand Havana Master LLC William Graubard v. Grand Havana Inc., th

NOTE 11 - SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
NOTE 11 - SUBSEQUENT EVENTS	NOTE 11 - SUBSEQUENT EVENTS The Company entered into various, convertible or promissory, notes totaling $207,915. The notes bear interest rate ranging from 0% to 12%. The due dates for these notes are range from due on demand to May 20, 2022. The company entered into various agreements to issue an aggregate of 10,221,323 shares of common stocks for services rendered to the Company. In addition, the Company entered into several subscription agreements to issue 4,179,761 shares of common stock and 5 shares of Class A preferred stock for cash totaling $153,750. A total of 22,047,324 shares of common stock were also issued for various debt conversion. 100,000 shares of Common stocks are issued for settlement of accounts payable. The Company also issued 289,318 shares of common stocks for cashless exercise of warrants. On June 2, 2020, The Company entered into an agreement with third party to grant options to purchase up to 10 million shares of the Company’s common stock at $0.015 per share for an aggregate amount of $150,000. These options are granted in lieu of services rendered to the Company.

NOTE 2 - SUMMARY OF SIGNIFICA_2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
BASIS OF PRESENTATION	BASIS OF PRESENTATION The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2018 and 2017 which are included on a Form 10-K filed on February 10, 2020. In the opinion of management, all adjustments which include normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods shown have been reflected herein. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for years ended December 31, 2018 have been omitted.
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION The accompanying unaudited financial statements reflect the consolidation of the individual unaudited financial statements of Grand Havana, Inc., Grand Havana Master LLC, Unique Underwriters, Inc. and Cafesa Co. All significant intercompany accounts and transactions have been eliminated.
RECLASSIFICATION	RECLASSIFICATION Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and the financial position of the Company.
FAIR VALUE OF FINANCIAL INSTRUMENTS	FAIR VALUE OF FINANCIAL INSTRUMENTS GAAP requires certain disclosures regarding the fair value of financial instruments. The fair value of financial instruments is made as of a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal, or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. GAAP establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the degree of subjectivity that is necessary to estimate the fair value of a financial instrument. GAAP establishes three levels of inputs that may be used to measure fair value: Level 1 – Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 – Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 – Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Fair Value Measurements at June 30, 2019 Total Level 1 Level 2 Level 3 Convertible notes payable 　 $ 13,672,528 　 $ — 　 $ — 　 $ 13,672,528 Warrants 　 $ 826,509 　 $ — 　 $ — 　 $ 826,509 Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Convertible notes payable $ 11,418,125 $ — $ — $ 11,418,125 Warrants $ 826,176 $ — $ — $ 826,176 The Company uses a multinomial lattice model that values the derivative liability within the convertible notes and warrants based on probability weighted discounted cash flow model. The fair values of the conversion option and the attached warrants were estimated using a binomial model with the following assumptions: June 30, 2019 Conversion Warrants Option Volatility 151.71%-468.92% 151.71%-755.94% Dividend Yield 0% 0% Risk-free rate 1.75%-2.18% 1.71%-2.09% Expected term 0.07-1.33 years 0.62-3.73 years Stock price $ 0.14 $ 0.14 Exercise price $ 0.0047-0.0675 $ 0.01-0.13 Derivative liability fair value $ 13,672,528 $ 826,509 December 31, 2018 Conversion Warrants Option Volatility 207.03%-699.96% 339.96%-982.13% Dividend Yield 0% 0% Risk-free rate 2.48%-2.63% 2.46%-2.63% Expected term 0.18-1.82 years 1.12-4.23 years Stock price $ 0.13 $ 0.13 Exercise price $ 0.005-0.083 $ 0.012-0.10 Derivative liability fair value $ 11,418,125 $ 826,176 The following table presents a summary of the Company’s derivative liabilities as of June 30, 2019 and 2018: June 30, June 30, Description 2019 2018 Beginning balance $ 12,244,301 $ 4,960,740 Proceeds, payments and conversions (43,829 ) 255,266 Total change in fair value 2,298,565 (3,586,582 ) Ending balance $ 14,499,037 $ 1,629,424
LEASE	LEASES On January 1, 2019, the Company adopted ASU 2016-02( Topic 842
EARNINGS (LOSS) PER SHARE	EARNINGS (LOSS) PER SHARE The Company utilizes the guidance per ASC 260, Earnings Per Share convertible notes, 4,058,631 shares issuable upon exercise of outstanding warrants, and 278,528,502 shares issuable upon conversion of Series A preferred stock excluded for their anti-dilutive effects. For the three and six months ended June 30, 2018, there were 30,586,927 shares issuable upon conversion of outstanding convertible notes, 2,370,061 shares issuable upon exercise of outstanding warrants, and 131,283,374 shares issuable upon conversion of Series A Preferred stock. For the six months ended June 30, 2018, these outstanding instruments were excluded from diluted earnings per share calculation for their anti-dilutive effects, however, were included for the three months ended June 30, 2018 calculation for their dilutive effects. The reconciliations of basic and diluted earnings (loss) per share is as follow: For three months ended June 30, 2019 2018 Basic net (loss) $ (8,261,361 ) $ (165,907 ) (Less): Change in derivative liabilities — — Add Back: Amortization of Debt discount — — Diluted Net (Loss) $ (8,261,361 ) $ (165,907 ) Basic and dilutive shares Weight average basic shares outstanding 85,991,483 65,626,302 Shares issuable from Convertible notes — — Shares issuable from Warrants — — Shares issuable from Series A Preferred Stock — — Dilutive Shares 85,991,483 65,626,302 (Loss) Per Share: Basic $ (0.10 ) $ (0.00 ) Diluted $ (0.10 ) $ (0.00 ) For six months ended June 30, 2019 2018 Basic net income (loss) $ (9,728,511 ) $ 2,741,208 (Less): Change in derivative liabilities — (3,586,582 ) Add Back: Amortization of Debt discount — 383,748 Diluted Net (Loss) $ (9,728,511 ) $ (461,626 ) Basic and dilutive shares Weight average basic shares outstanding 80,745,900 62,862,129 Shares issuable from Convertible notes — 30,586,927 Shares issuable from Warrants — 2,370,601 Shares issuable from Series A Preferred Stock — 131,283,374 Dilutive Shares 80,745,900 227,103,031 Income (Loss)\ Per Share: Basic $ (0.12 ) $ 0.04 Diluted $ (0.12 ) $ (0.00 )
NEW ACCOUNTING PRONOUNCEMENTS	NEW ACCOUNTING PRONOUNCEMENTS In January 2017, the FASB issued guidance within ASU 2017-04, Intangibles-Goodwill and Other. The amendments in ASU 2017-04 simplify the subsequent measurement of goodwill by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact the adoption of this new standard will have on our financial position and results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to our financial position, results of operations or cash flows.

NOTE 2 - SUMMARY OF SIGNIFICA_3

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Schedule Fair Value Measurements	Fair Value Measurements As of June 30, 2019 Total Level 1 Level 2 Level 3 Convertible notes payable 　 $ 13,672,528 　 $ — 　 $ — 　 $ 13,672,528 Warrants 　 $ 826,509 　 $ — 　 $ — 　 $ 826,509
Derivative liability related to convertible notes	June 30, June 30, Description 2019 2018 Beginning balance $ 12,244,301 $ 4,960,740 Proceeds, payments and conversions (43,829 ) 255,266 Total change in fair value 2,298,565 (3,586,582 ) Ending balance $ 14,499,037 $ 1,629,424

NOTE 7 - RELATED PARTY TRANSACT

NOTE 7 - RELATED PARTY TRANSACTIONS (Details Narrative)	Jun. 30, 2019USD ($)
Related Party Transactions [Abstract]
Outstanding loans balance to related party	$ 315,000