Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Apr. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Mansfield-Martin Exploration Mining, Inc. | |
Entity Central Index Key | 1,516,559 | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 51,720,000 | |
Entity Common Stock, Shares Outstanding | 336,300,000 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | ||
Total Current Assets | 0 | 0 |
Total Assets | 0 | 0 |
Current Liabilities | ||
Accounts payable - Trade | 12,236 | 20,947 |
Accrued expenses to former management | 59,846 | 59,846 |
Accrued interest payable to stockholder | 60,888 | 81,816 |
Note payable to stockholder | 820,371 | 607,314 |
Total Liabilities | 953,341 | 769,923 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, $0.0001 par value, 25,000,000 shares authorized. None issued and outstanding | ||
Common stock $0.001 par value.500,000,000 shares authorized.50,720,000 and 50,220,000 shares issued and outstanding | 51,720 | 50,220 |
Additional Paid In Capital | 59,552,470 | 59,336,620 |
Accumulated Deficit | (60,557,531) | (60,156,763) |
Total Stockholders' Equity (Deficit) | (953,341) | (769,923) |
Total Liabilities and Stockholders' Equity |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets Parenthetical | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 50,720,000 | 50,220,000 |
Common stock, shares issued | 50,720,000 | 50,220,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred strock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements Of Operations And Comprehensive Loss | ||
Revenues | ||
Cost of Sales | ||
Gross Profit | ||
Operating expenses | ||
Professional fees | 98,793 | 462,640 |
General and administrative costs | 98,485 | |
Depreciation and amortization | ||
Total Operating Expenses | 98,793 | 561,125 |
Loss from operations | (98,793) | (561,125) |
Other income (expense) | ||
Loss on abandonment of grow operation | (52,644) | |
Loss on theft of grow operation assets | (51,380) | |
Interest expense on notes payable to stockholder | (301,975) | (73,340) |
Loss before provision for income taxes | (400,768) | (738,489) |
Provision for income taxes | ||
Net Loss | (400,768) | (738,489) |
Other comprehensive income | ||
Comprehensive loss | $ (400,768) | $ (738,489) |
Loss per weighted-average share of common stock outstanding, computed on net loss basic and fully diluted | $ (0.01) | $ (0.01) |
Weighted-average number of shares of common stock outstanding - basic and fully diluted | 50,347,049 | 50,217,945 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net income (loss) for the period | $ (400,768) | $ (738,489) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | ||
Common stock issued for professional fees | 315,000 | |
Note payable to related party restructuring fees | 21,140 | |
Financing expense related to partial conversion of note payable to common stock | 217,200 | |
Increase (Decrease) in | ||
Accounts payable | (8,711) | 53,561 |
Accrued expenses | 84,775 | 76,430 |
Deferred revenue | (5,000) | |
Net cash used in operating activities | (86,364) | (298,498) |
Cash Flows from Financing Activities | ||
Cash received from notes payable to stockholders | 86,364 | 283,735 |
Net cash provided by financing activities | 283,735 | |
Increase (Decrease) in Cash | (14,763) | |
Cash at beginning of period | 14,763 | |
Cash at end of period | ||
Supplemental Disclosure of Interest and Income Taxes Paid | ||
Interest paid during the period | ||
Income taxes paid during the period | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Partial conversion of note payable to common stock | $ (150) |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 50,170,000 | |||
Beginning Balance, Amount at Dec. 31, 2014 | $ 50,170 | $ 59,021,670 | $ (59,418,274) | $ (346,434) |
Issuance of common stock for consulting fees ,Share | 50,000 | |||
Issuance of common stock for consulting fees, Amount | $ 50 | 14,950 | 15,000 | |
Contributed capital | 300,000 | 300,000 | ||
Net loss | (738,489) | (738,489) | ||
Ending Balance, Shares at Dec. 31, 2015 | 50,220,000 | |||
Ending Balance, Amount at Dec. 31, 2015 | $ 50,220 | 59,336,620 | (60,156,763) | (769,923) |
Partial conversion of note payable to common stock ,Share | 1,500,000 | |||
Partial conversion of note payable to common stock ,Amount | $ 1,500 | 125,850 | 217,150 | |
Net loss | (400,768) | (400,768) | ||
Ending Balance, Shares at Dec. 31, 2016 | 51,720,000 | |||
Ending Balance, Amount at Dec. 31, 2016 | $ 51,720 | $ 59,552,470 | $ (60,557,531) | $ (953,341) |
Background and Description of B
Background and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note A - Background and Description of Business | Mansfield-Martin Exploration Mining, Inc. (Company or Med-Cannabis Pharma) was incorporated under the laws of the State of Nevada on February 23, 2011. The Company was originally incorporated as SW China Imports, Inc. on February 23, 2011 in the State of Nevada. The Companys initial business plan was to import high-end handmade lace wigs, hairpieces, and other beauty supplies and accessories manufactured overseas into the United States. In June 2014, the Company changed its name to Med-Cannabis Pharma, Inc. and implemented a new business plan to enter into the retail sale of medical and personal use marijuana, where allowable. In October 2015, the Company changed its name to MCPI, Inc. In March 2017, the Company, in anticipation of consummating a proposed asset acquisition transaction, changed its name to Mansfield-Martin Exploration Mining, Inc. Effective March 31, 2016, the Company ceased activities in all of its subsidiaries and disposed of Med-Pharma Management, Inc. and High Desert MMJ, Inc. Prior thereto, the Companys subsidiaries were Medical Management Systems, Inc., an Oregon corporation engaged in providing back-office and support services to marijuana dispensaries in the State of Oregon; Med-Pharma Management, Inc., a Washington State corporation which was formed to own, manage or provide back-office and support services to marijuana dispensaries in Washington State; and High Desert MMJ, Inc. an Oregon corporation, which is a 99.0% partner in Emerald Mountain Organics, an Oregon joint venture, formed to facilitate the development and growing of medical marijuana plants for wholesale distribution to licenced dispensaries in the State of Oregon. As of December 31, 2015, Medical Management Systems, Inc. held a Management Contract for three marijuana dispensaries located in Newport, Bend and Cottage Grove, Oregon; which are owned by a company controlled by a related party. This Management Contract was terminated by the consent of both parties, effective March 31, 2016. Med-Pharma only conducted introductory due diligence efforts in the State of Washington and, currently, had abandoned all activities in the State of Washington. Emerald Mountain Organics had, as of September 30,2015, established an early-phase growing operation and has generated nominal sales. During the first 10 days of October 2015, the Companys subsidiary, High Desert MMJ, Inc., learned that the 1.0% minority partner in the Emerald Mountain Organics joint venture had absconded with all of the assets of the joint venture. Efforts to locate and recover either the individuals representing said 1.0% minority partner or the said absconded assets were unsuccessful. Accordingly, effective October 10, 2015, High Desert MMJ, Inc. abandoned the Emerald Mountain Organics joint venture and wrote off said investment. The cumulative start-up losses in the Companys consolidated financial statements for the Emerald Mountain Organics joint venture, through the date of abandonment were approximately $53,000 and the Company recognized a loss on the stolen assets of approximately $51,000 during the quarter ended December 31, 2015. On June 1, 2016, the Company entered into a Settlement, General and Mutual Release of Claims and Assignment of Interest Transfer Agreement (Settlement Agreement) with its majority shareholder and a related party. The Settlement Agreement relates to the Companys management of three medical marijuana dispensaries (Stores) located in Oregon, which are owned by Bendor Investments, Ltd. (Bendor), whose sole shareholder is Charles Stidham. The Company owes Mr. Stidham approximately $1,100,000, including accrued interest, as of the date of the Settlement Agreement. The Company asserted a claim for management fees of approximately $80,000 and reimbursement of monies advanced to support the operations of the Stores totaling approximately $343,000 for the services of the Companys wholly-owned subsidiary, Medical Management Systems, Inc. (MMS), in managing the Stores. Bendor disputed this claim. To resolve the dispute, the parties agreed to forgive the accrued management fees and to offset the approximately $343,000 due from Bendor against the approximately $1,100,000 owed to Mr. Stidham with the Company releasing any and all interests it may have had in the Stores and MMS. Additionally, the Company agreed to assign a trademark to Mr. Stidham as well as executing a new Note in the principal sum of $752,694.19. |
Preparation of Financial Statem
Preparation of Financial Statements | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note B - Preparation of Financial Statements | The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has elected a year-end of December 31. 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 the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Companys system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. For segment reporting purposes, the Company operated in only one industry segment during the periods represented in the accompanying financial statements and makes all operating decisions and allocates resources based on the best benefit to the Company as a whole. The accompanying consolidated financial statements, as of and for the periods ended December 31, 2016 and 2015, respectively and as appropriate, contain the accounts of Mansfield-Martin Exploration Mining, Inc.; its former wholly-owned subsidiaries, Medical Management Systems, Inc., Med-Pharma Management, Inc., High Desert MMJ, Inc.; and its former majority-owned joint venture, Emerald Mountain Organics. All significant intercompany transactions have been eliminated. The consolidated entities are collectively referred to as Company. |
Going Concern Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note C - Going Concern Uncertainty | The Company was in the initial phases of providing back-office and support services to marijuana dispensaries and participates in a marijuana development and growing operation, all located in the State of Oregon. The dispensary operations under management by Medical Management Systems, Inc. began generating positive cash flows from operations during the 4 th The Company has limited operating history, limited cash on hand, no operating assets and has a business plan with inherent risk. Because of these factors, the Companys auditors have issued an audit opinion on the Companys financial statements which includes a statement describing our going concern status. This means, in the auditors opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion. Because of the Company's lack of operating assets, the Companys continuance may become fully dependent upon either future sales of securities and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity during the development phase. The Company's continued existence is dependent upon its ability to implement its business plan, generate sufficient cash flows from operations to support its daily operations, and provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in its business plan and a potential shortfall of funding due to our uncertainty to raise adequate capital in the equity securities market. The Company is dependent upon existing cash balances to support its day-to-day operations. In the event that working capital sufficient to maintain the corporate entity and implement our business plan is not available, the Companys existing controlling stockholders intend to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or existing controlling stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Companys existing controlling stockholders to have the resources available to support the Company. The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. The Companys Articles of Incorporation authorizes the issuance of up to 25,000,000 million shares of preferred stock and 500,000,000 shares of common stock. The Companys ability to issue preferred stock may limit the Companys ability to obtain debt or equity financing as well as impede the implementation of the Companys business plan. The Companys ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities. In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market. While the Company is of the opinion that good faith estimates of the Companys ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note D - Summary of Significant Accounting Policies | 1. Cash and cash equivalents The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. 2. Organization costs The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred. 3. Revenue recognition Revenue is recognized by the Company at the point at which a transaction is delivered or services are provided to a consumer at a fixed price, collection is reasonably assured, the Company has no remaining performance obligations and no right of return by the purchaser exists. 4. Income taxes The Company files income tax returns in the United States of America and various states, as appropriate and applicable. The Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2011. The Company uses the asset and liability method of accounting for income taxes. At December 31, 2016 and 2015, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of managements acceptance of potentially uncertain positions for income tax treatment on a more-likely-than-not probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codifications Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits. 5. Income (Loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Companys net income (loss) position at the calculation date. As of December 31, 2016 and 2015, respectively, the Company does not have any outstanding items which could be deemed to be dilutive. 6. New and Pending Accounting Pronouncements The Company is of the opinion that any and all other pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note E - Fair Value of Financial Instruments | The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions. Interest rate risk is the risk that the Companys earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any. Financial risk is the risk that the Companys earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to financial risk, if any. |
Notes Payable to Stockholders
Notes Payable to Stockholders | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note F - Notes Payable to Stockholders | On July 28, 2014, the Company entered into a $500,000 Line of Credit note payable with South Beach Live, Ltd. (South Beach), a Company stockholder and an entity related to a significant Company stockholder, to provide funds necessary to support the corporate entity and provide working capital to pursue business combination or acquisition opportunities. This note bore interest at 10.0% and matured in July 2015. This note replaced a non-interest bearing shareholder note payable to a former controlling stockholder that was assumed during a 2014 change in control transaction. During the twelve months ended December 31, 2014, the Company recognized an aggregate $4,973 as additional paid-in capital for the economic event related to the non-interest bearing feature on the assumed note payable through its retirement. On September 30, 2015, the Company executed a replacement Promissory Note with the principal stockholder of South Beach Live, Ltd. in the amount of $927,000, bearing interest at 12.0% and payable in monthly installments of approximately $13,300, including accrued interest with a final maturity and balloon payment due on October 31, 2016. On May 11, 2016, as a component of the aforementioned Settlement Agreement, the Company and Charles Stidham, who was, directly and indirectly, a controlling stockholder of the Company, entered into a new Promissory Note agreement dated March 31, 2016. The note is for the principal amount of $752,694.19, bears interest at 10.0% per annum and requires monthly debt service payments of approximately $15,992.55 commencing June 30, 2016 through June 30, 2017, at which time all remaining principal and accrued interest is due and payable. The note also contains a repayment clause where the principal and accrued interest may be paid in common stock of the Company at a conversion rate of $0.001 per share. For all periods from the inception of the debt through the date of these financial statements, the lender formally suspended the common stock conversion clause contained in the note. On November 30, 2016, the lender notified the Company that the lender was exercising the common stock conversion clause for the repayment of $150 in debt and continuing the suspension of the conversion clause for the remaining balance of the debt. The continuation of the suspension of the conversion clause remains in effect as of the date of these financial statements. The Company is delinquent in making the scheduled monthly debt service payments and no action is expected to be taken by the lender. Through December 31, 2016 and 2015, respectively, an aggregate of approximately $820,371 and $607,314, inclusive of the effect of the June 1, 2016 Settlement Agreement, as the lender continues to advance funds to support the Companys working capital needs. The Company is delinquent in making the required monthly installment payments. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note G - Income Taxes | The components of income tax (benefit) expense for the each of the years ended December 31, 2016 and 2015, respectively, are as follows: Year ended Year ended December 31, December 31, 2016 2015 Federal: Current $ $ Deferred State: Current Deferred Total $ $ The Company's income tax (benefit) expense for the each of the years ended December 31, 2016 and 2015, respectively, are as follows: Year ended Year ended December 31, December 31, 2016 2015 Statutory rate applied to income before income taxes $ (136,000 ) $ (189,400 ) Increase (decrease) in income taxes resulting from: State income taxes Non-deductible charge for the effect of the partial conversion of the note payable to common stock at less than fair value 73,600 Other, including reserve for deferred tax asset and application of net operating loss carryforward(s) 62,400 189,400 Income tax expense $ $ Temporary differences, consisting primarily of the prospective usage of net operating loss carryforwards give rise to deferred tax assets and liabilities as of December 31, 2016 and 2015, respectively: December 31, December 31, 2016 2015 Deferred tax assets Net operating loss carryforwards $ 447,400 $ 385,000 Less valuation allowance (447,400 ) (385,000 ) Net Deferred Tax Asset $ $ During the each of the years ended December 31, 2016 and 2015, respectively, the valuation allowance against the deferred tax asset increased by approximately $62,400 and $251,000. |
Common Stock Transactions
Common Stock Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note H - Common Stock Transactions | On March 23, 2016, the Company filed an amendment to its Articles of Incorporation stating After giving effect to a ten for one reverse split, Article III is amended to read as follows: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is five hundred twenty five million (525,000,000) shares, of which five hundred million (500,000,000) shares, par value $0.001 per share, shall be designated as Common Stock and twenty five million (25,000,000) shares, par value $0.001 per share, shall be designated as Preferred Stock. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented. On January 15, 2015, the Company issued an aggregate of 50,000 shares for consulting services related to the provision of back-office and other management support services to marijuana dispensaries located in the State of Oregon. This stock was valued at $0.30 per share, which approximated the closing price on date of the issuance. During the period ended March 31, 2015, South Beach Live, Inc., a corporation controlled by a majority shareholder of the Company, transferred 1,000,000 shares of its holdings in the Companys common stock to consultants for ongoing services associated with marketing strategies. South Beach Live, Inc. is a related party and does not expect to be repaid for this transaction which was valued at approximately $300,000 and recorded as professional fees and contributed capital on the books of the Company. On February 29, 2016, the Company filed a Definitive Information Statement on Schedule 14C with the Securities and Exchange Commission noting a pending 1 for 10 reverse split of the Companys issued and outstanding common stock; as approved by the Companys Board of Directors, and a concurrent amendment to the Companys Articles of Incorporation setting the authorized capital of the Company from the authorized, as adjusted, 25,000,000 post-split shares of common stock to 500,000,000 shares of $0.001 par value common stock and the authorized, as adjusted, 250,000 post-split shares of preferred stock to 25,000,000 shares of $0001 par value preferred stock. The time to implement the reverse split action has expired and no further action is anticipated by the Companys Board of Directors. On November 30, 2016, the stockholder controlling the outstanding promissory note for working capital notified the Company that he was withdrawing his suspension of the conversion clause in the promissory note for the conversion of only $150 in outstanding principal and continuing the suspension of the conversion clause for all remaining outstanding principal. This limited one-time conversion caused the issuance 0f 1,500,000 shares of common stock with a fair value of $217,350 resulting in a non-cash charge to operations of approximately $217,200, which is reflected as a component of interest expense in the accompanying financial statements. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note I - Preferred Stock | The Company is authorized to issue up to 25,000,000 shares of preferred stock, $0.001 par value. As of December 31, 2016, there are no shares of preferred stock issued and outstanding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note J - Subsequent Events | On February 22, 2017, the Company entered into a Material Definitive Agreement (MDA) with L2 Capital, LLC, a Kansas limited liability company (L2 Capital). The MDA has several components: Under the Equity Purchase Agreement (Equity Line), the Registrant has the right, but not the obligation, to sell shares of its common stock to L2 Capital at 75% of the prevailing OTC market price, as determined by the public market over time periods set out in the Equity Line, for up to $3,000,000. Under the Registration Rights Agreement (Registration Rights), the Registrant Is obliged to register the offering of shares to be put under the Equity Line with the Securities and Exchange Commission on Form S-1, and certain Blue Sky regulators, so that L2 Capital may, presumably, resell such shares under our Rule 424 Prospectus. The Registrant paid a 3% capital commitment fee to L2 Capital, by issuing to it a $90,000 8% Convertible Promissory Note (Note) The Note requires us to repay $45,000, with interest, in six (6) months, and the balance upon the effective date of the referenced Form S-1, or an additional six (6) months, whichever is earlier. Our default would trigger conversion rights in favor of L2 Capital, permitting it to demand issuance of shares at a 30% discount to market sufficient to satisfy any amounts due. Also included are share reserve requirements, under which our transfer agent, VStock Transfer, Inc., agrees to maintain a portion of our authorized but unissued shares sufficient to meet our obligations under the Equity Line and Note. The foregoing is a summary only of the terms of the MDA. Copies of the Equity Line, Registration Rights and Note are submitted herewith, and the descriptions herein are qualified entirely by reference to the express language of these documents. Management has evaluated all other activity of the Company through the issue date of the financial statements and concluded that no subsequent events have occurred that would require recognition in the accompanying financial statements or disclosure in the Notes to Consolidated Financial Statements. |
Pending Transaction
Pending Transaction | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note K - Pending Transaction | On November 28, 2016, the Company entered into a Material Definitive Agreement (Agreement) with Armada Mining, Inc. of Tombstone, Arizona, an Arizona corporation (Armada). Under the terms of the Agreement, the Company will issue 284,580,000 shares of its common stock to Armada, its affiliates, related entities and other common parties in exchange for rights and interests in mining properties in the Tombstone Mining District of Arizona. The Company will acquire rights and interests to approximately 3,800 acres of contiguous mineral leases, including some property acquired in fee simple, and ownership of 100% of Tombstone Development Company, which was formed in 1933, and is believed to be the oldest continually operating mining company in Arizona. Subject to the completion of due diligence, acquisition of adequate financing and various regulatory approvals, the Company intends to commence development of these properties by processing previously mined materials for silver, as well as precious and base metals, by reopening and developing existing mines using modern equipment and techniques and by completing an existing drill/test grid to establish the boundary of producible ore bodies, in anticipation of a Bankable Feasibility Study and further development. Upon completion of the terms of the Agreement, Armada will own approximately 85% of the Companys post-transaction issued and outstanding common stock of the Company. Armada has represented to the Company that it anticipates exchanging a portion of these shares with their existing shareholders; using a portion to satisfy existing obligations to related parties and others; and using a portion to finance other Armada operations. The Agreement anticipates that Company, post-transaction, will have new Board of Directors that will, in turn, appoint new management for the Company. Additionally, the Company and Armada have facilitated a change in the Companys corporate name to better reflect the nature and focus of the Companys proposed ongoing and future business interests. As of the date of this filing, this transaction has not been completed and, in the opinion of current management, remains viable. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Cash and cash equivalents | The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. |
Organization costs | The Company has adopted the provisions of provisions required by the Start-Up Activities topic of the FASB Accounting Standards Codification whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred. |
Revenue recognition | Revenue is recognized by the Company at the point at which a transaction is delivered or services are provided to a consumer at a fixed price, collection is reasonably assured, the Company has no remaining performance obligations and no right of return by the purchaser exists. |
Income Taxes | The Company files income tax returns in the United States of America and various states, as appropriate and applicable. The Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2011. The Company uses the asset and liability method of accounting for income taxes. At December 31, 2016 and 2015, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of managements acceptance of potentially uncertain positions for income tax treatment on a more-likely-than-not probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codifications Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits. |
Income (Loss) per share | Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Companys net income (loss) position at the calculation date. As of December 31, 2016 and 2015, respectively, the Company does not have any outstanding items which could be deemed to be dilutive. |
New and Pending Accounting Pronouncements | The Company is of the opinion that any and all other pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Components of income tax (benefit) expense | Year ended Year ended December 31, December 31, 2016 2015 Federal: Current $ $ Deferred State: Current Deferred Total $ $ |
Company's income tax (benefit) expense | Year ended Year ended December 31, December 31, 2016 2015 Statutory rate applied to income before income taxes $ (136,000 ) $ (189,400 ) Increase (decrease) in income taxes resulting from: State income taxes Non-deductible charge for the effect of the partial conversion of the note payable to common stock at less than fair value 73,600 Other, including reserve for deferred tax asset and application of net operating loss carryforward(s) 62,400 189,400 Income tax expense $ $ |
Net operating loss carryforwards to deferred tax assets and liabilities | December 31, December 31, 2016 2015 Deferred tax assets Net operating loss carryforwards $ 447,400 $ 385,000 Less valuation allowance (447,400 ) (385,000 ) Net Deferred Tax Asset $ $ |
Background and Description of20
Background and Description of Business (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Jun. 01, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Entity Incorporation, State Country Name | State of Nevada | |||
Entity Incorporation, Date of Incorporation | Feb. 23, 2011 | |||
Loss on the stolen assets | $ 53,000 | $ 51,000 | ||
Management fees | 80,000 | |||
Advanced to support the operations of the Stores | 343,000 | |||
Forgive the accrued management fees | 343,000 | |||
Due from Bendor | 1,100,000 | |||
Note issued, value | $ 752,694 | |||
Settlement Agreement [Member] | ||||
Accrued interest | $ 1,100,000 | |||
Emerald Mountain Organics [Member] | ||||
Partnership percentage | 99.00% |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - shares | Dec. 31, 2016 | Mar. 23, 2016 | Dec. 31, 2015 |
Notes to Financial Statements | |||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Notes Payable to Stockholders (
Notes Payable to Stockholders (Details Narrative) - USD ($) | May 11, 2016 | Sep. 30, 2015 | Jul. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Note payable to stockholder | $ 820,371 | $ 607,314 | ||||
Additional paid-in capital | $ 4,973 | |||||
Charles Stidham [Member] | ||||||
Note payable | $ 752,694 | |||||
Note interest rate | 10.00% | |||||
Note payable monthly installments | $ 15,992 | |||||
Note conversion rate | $ 0.001 | |||||
Repayment of debt | $ 150 | |||||
South Beach [Member] | ||||||
Note payable | $ 927,000 | $ 500,000 | ||||
Note interest rate | 12.00% | 10.00% | ||||
Note maturity Date | Oct. 31, 2016 | Jul. 31, 2015 | ||||
Note payable monthly installments | $ 13,300 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal: | ||
Current | ||
Deferred | ||
Total | ||
State: | ||
Current | ||
Deferred | ||
Total | ||
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details 1 | ||
Statutory rate applied to income before income taxes | $ (136,000) | $ (189,400) |
State income taxes | ||
Non-deductible charge for the effect of the partial conversion of the note payable to common stock at less than “fair value” | 73,600 | |
Other, including reserve for deferred tax asset and application of net operating loss carryforward(s) | 62,400 | 189,400 |
Income tax expense |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 447,400 | $ 385,000 |
Less valuation allowance | (447,400) | (385,000) |
Net Deferred Tax Asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details Narrative | ||
Loss carry-forwards | $ (1,275,000) | |
Deferred tax asset valuation allowance | $ 62,400 | $ 251,000 |
Common Stock Transactions (Deta
Common Stock Transactions (Details Narrative) - USD ($) | Feb. 09, 2016 | Jan. 15, 2015 | Nov. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 23, 2016 | Mar. 31, 2015 |
Common stock, par value | $ 0.30 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||
Issuance of common stock for consulting fees ,Share | 50,000 | ||||||
Partial conversion of note payable to common stock | $ 150 | $ (150) | |||||
Partial conversion of note payable to common stock ,Share | 1,500,000 | ||||||
Partial conversion of note payable to common stock ,Amount | $ 217,350 | 217,150 | |||||
Financing expense related to partial conversion of note payable to common stock | $ 217,200 | $ 217,200 | |||||
Stockholders' Equity, Reverse Stock Split | 1 for 10 reverse split of the Companys issued and outstanding common stock | ||||||
South Beach Live, Inc [Member] | |||||||
Transferred shares | 1,000,000 | ||||||
Professional fees and contributed capital | $ 300,000 | ||||||
Post-split [Member] | |||||||
Common stock, shares authorized | 25,000,000 | ||||||
Preferred stock, shares authorized | 250,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | Dec. 31, 2016 | Mar. 23, 2016 | Dec. 31, 2015 |
Preferred Stock Details Narrative | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 | |
Preferred strock, shares outstanding | 0 | 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Feb. 22, 2017USD ($) | |
L2 Capital [Member] | |
Capital commitment fee percentage | 3.00% |
Convertible promissory Note | $ 90,000 |
Convertible note interest rate | 8.00% |
Repayment of debt | $ 45,000 |
Conversion rights in default | 30.00% |
Equity Purchase Agreement [Member] | |
Common stock prevailing OTC market price percentage | 75.00% |
Pending Transaction (Details Na
Pending Transaction (Details Narrative) | Nov. 28, 2016shares |
Armada [Member] | |
Common shares issued | 284,580,000 |
Tombstone [Member] | |
Ownership percentage | 100.00% |
Post-transaction issued and outstanding common stock owd | 85.00% |