Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 18, 2018 | |
FIXED ASSETS [Abstract] | ||
Entity Registrant Name | WEST COAST VENTURES GROUP CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 30,695,532 | |
Amendment Flag | false | |
Entity Central Index Key | 1,551,906 | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 0 | $ 0 |
Receivables | 40,327 | 32,020 |
Inventory | 17,211 | 17,163 |
Prepaid expenses | 18,245 | 18,245 |
Assets of discontinued operations | 2,461 | 2,461 |
Total current assets | 78,244 | 69,889 |
FIXED ASSETS | ||
Equipment | 276,270 | 235,738 |
Leasehold improvements | 205,146 | 172,587 |
Total fixed assets | 481,416 | 408,325 |
Less: accumulated depreciation | (227,969) | (171,267) |
Net total fixed assets | 253,447 | 237,058 |
OTHER ASSETS | ||
Deposits and other assets | 45,547 | 29,347 |
Intangibles assets, net | 102,365 | 121,760 |
Total other assets | 147,912 | 151,107 |
Total assets | 479,603 | 458,054 |
CURRENT LIABILITIES | ||
Accounts payable and bank overdraft | 180,080 | 128,312 |
Accrued expenses | 630,597 | 433,534 |
Deferred rent | 51,711 | 50,688 |
Stockholder loan | 118,386 | 90,675 |
Advances by third party | 49,000 | 0 |
Notes payable to third parties | 734,852 | 661,858 |
Settlement agreement payable to third party | 185,000 | 0 |
Convertible notes payable to third parties, net of discounts | 47,846 | 45,231 |
Fair value of derivative liabilities | 59,563 | 251,438 |
Liabilities of discontinued operations | 481,558 | 481,558 |
Total Current Liabilities | 2,538,593 | 2,143,294 |
LONG TERM LIABILITIES | ||
Convertible notes - fixed conversion | 263,462 | 0 |
Total long-term liabilities | 263,462 | 0 |
Total Liabilities | 2,802,055 | 2,143,294 |
Stockholders' Deficit: | ||
Series A Preferred stock, $0.001 par value, 10,000,000 shares authorized, 500,000 shares issued and outstanding | 500 | 500 |
Common stock, $0.001 par value, authorized 250,000,000 shares; 19,281,532 and 30,556,544 shares issued and outstanding | 19,282 | 30,557 |
Additional paid-in capital | 1,686,645 | 189,029 |
Accumulated deficit | (4,028,879) | (1,905,326) |
Total Stockholders' Deficit | (2,322,452) | (1,685,240) |
Total Liabilities and Stockholders' Deficit | $ 479,603 | $ 458,054 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in Shares) | 500,000 | 500,000 |
Preferred stock, shares outstanding (in Shares) | 500,000 | 500,000 |
Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in Shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in Shares) | 19,281,532 | 30,556,544 |
Common stock, shares outstanding (in Shares) | 19,281,532 | 30,556,544 |
Convertible note, net of unamortized discounts | $ 263,462 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
REVENUES | ||||
Restaurant revenue, net of discounts | $ 806,989 | $ 712,470 | $ 2,244,075 | $ 2,079,349 |
Restaurant operating costs: | ||||
Cost of sale - food and beverage | 259,005 | 214,962 | 723,828 | 710,142 |
Wages and payroll taxes | 144,250 | 213,780 | 599,355 | 594,819 |
Occupancy | 134,962 | 131,988 | 385,027 | 391,529 |
Other restaurant costs | 110,403 | 90,107 | 297,345 | 201,962 |
Depreciation and amortization | 32,310 | 15,340 | 76,097 | 44,513 |
General & administrative expenses | 281,893 | 126,722 | 834,174 | 355,394 |
Total costs and expenses | 962,823 | 792,899 | 2,915,826 | 2,298,359 |
Loss from operations | (155,834) | (80,429) | (671,751) | (219,010) |
Other expenses | ||||
Pre-opening expenses | 9,550 | 0 | 9,550 | 0 |
Initial and change in fair value of derivative | (408,469) | 0 | 223,480 | 0 |
Loss on debt conversion | 417,088 | 0 | 417,088 | 0 |
Interest expense | 312,467 | 30,710 | 801,684 | 104,511 |
Total other expenses | 330,636 | 30,710 | 1,451,802 | 104,511 |
Loss from continuing operations before income taxes | (486,470) | (111,139) | (2,123,553) | (323,521) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (486,470) | $ (111,139) | $ (2,123,553) | $ (323,521) |
Basic and diluted net loss per share | $ (.03) | $ 0 | $ (.09) | $ (.02) |
Basic and diluted net loss per share - discontinued operations | $ 0 | $ (.02) | $ 0 | $ (.04) |
Weighted average shares outstanding | 17,800,808 | 28,060,892 | 22,720,442 | 19,460,178 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock | Preferred Stock | Additional Paid in Capital (Capital Deficiency) | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2017 | 30,556,544 | 500,000 | |||
Beginning Balance, Amount at Dec. 31, 2017 | $ 30,557 | $ 500 | $ 189,029 | $ (1,905,326) | $ (1,685,240) |
Shares issued for cash, Shares | 5,111,000 | ||||
Shares issued for cash, Amount | $ 5,111 | 22,109 | 0 | ||
Shares issued as debt inducement, Shares | 340,000 | 0 | |||
Shares issued as debt inducement, Amount | $ 340 | $ 0 | 84,660 | 0 | |
Shares issued upon warrant exercise, Shares | 50,898 | 0 | |||
Shares issued upon warrant exercise, Amount | $ 51 | $ 0 | 9,467 | 0 | |
Stock issued for services, Shares | 1,500,000 | ||||
Stock issued for services, Amount | $ 1,500 | 98,850 | 0 | 100,350 | |
Shares repurchased and cancelled, Shares | (1,546,727) | ||||
Shares repurchased and cancelled, Amount | $ (1,546) | (26,295) | 0 | (27,841) | |
Shares contributed and cancelled, Shares | (22,000,000) | ||||
Shares contributed and cancelled, Amount | $ (22,000) | 22,000 | 0 | 0 | |
Reclassification of beneficial conversion derivative | 0 | 0 | 789,356 | 0 | 789,355 |
Net loss | $ 0 | $ 0 | 0 | (2,123,553) | (2,123,553) |
Ending Balance, Shares at Sep. 30, 2018 | 19,281,532 | 500,000 | |||
Ending Balance, Amount at Sep. 30, 2018 | $ 19,282 | $ 500 | $ 168,645 | $ (4,028,879) | $ (2,322,452) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (2,123,553) | $ (323,521) | |||
Adjustments to reconcile net loss to net cash provided by operations: | |||||
Share based compensation for services | 0 | ||||
Depreciation and amortization | $ 32,310 | $ 15,340 | 76,097 | 44,513 | |
Amortization of debt discounts | 505,131 | 0 | |||
Prepayment and settlement penalties | 118,729 | 0 | |||
Loss on debt conversion | 417,088 | 0 | 417,088 | 0 | |
Initial and change in fair value of derivative | 223,480 | 0 | |||
Changes in operating assets: | |||||
Decrease increase in receivables | (8,307) | 0 | |||
Increase in inventory | (48) | (495) | |||
Increase in deposits and other assets | (16,200) | 4,131 | |||
Changes in operating liabilities: | |||||
Increase in accounts payable | 51,768 | 71,932 | |||
Increase in accrued expenses | 197,063 | 114,222 | |||
Increase in deferred rent | 1,023 | 2,960 | |||
Net cash used in operating activities | (457,380) | (94,520) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of fixed assets | (73,091) | (13,801) | |||
Net cash used in investing activities | (73,091) | (13,801) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from the issuance of common stock for cash | 27,200 | 0 | |||
Payment for repurchase of common stock | (34,000) | 0 | |||
Proceeds from issuance of convertible notes payable for cash | 348,000 | 30,000 | |||
Payments on settlement agreement | (15,000) | 0 | |||
Proceeds from stockholder loan payable | 12,296 | 69,049 | |||
Payments on stockholder loan payable | (9,980) | 0 | |||
Proceeds from third party advances | 49,000 | 0 | |||
Proceeds from bank overdraft liability | 79,968 | 0 | |||
Proceeds from third party notes payable | 181,998 | 180,488 | |||
Payments on third party notes payable | (109,031) | (209,376) | |||
Net cash provided by financing activities | 530,471 | 70,161 | |||
Net change in cash | 0 | (38,160) | |||
CASH, beginning of period | 0 | 76,487 | $ 76,487 | ||
CASH, end of period | $ 0 | $ 38,327 | 0 | 38,327 | 0 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||
Cash paid for interest | 83,291 | 75,049 | |||
Cash paid for income taxes | 0 | 0 | |||
Non-Cash Financing Activities: | |||||
Common stock issued for settlement of discontinued operations liabilities | 85,000 | 0 | $ 30,000 | ||
Issuance of note payable for fixed assets | 502,739 | 0 | |||
Issuance of common in reverse acquisition | $ 9,518 | $ 0 |
NOTE 1 - NATURE OF OPERATIONS
NOTE 1 - NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
(1) NATURE OF OPERATIONS | (1) NATURE OF OPERATIONS West Coast Ventures Group Corp. (“our”, “us”, “we”, “WCVC” or the “Company”) was originally incorporated as Energizer Tennis, Corp. on June 16, 2011 in the State of Nevada. On October 4, 2017, effective for accounting purposes on June 30, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition. Nixon Restaurant Group, Inc. (“NRG”) was formed on October 12, 2015, under the laws of the State of Florida. On October 19, 2015, NRG issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies, under common ownership. The transaction was accounted for as a corporate reorganization between entities under common control. These consolidated financial statements reflect the reorganized capital structure retrospectively for all periods presented. The Company operates 6 restaurants in the Denver, Colorado metro area. El Senor Sol - Evergreen is a Mexican restaurant which has been in operation for in excess of 7 (seven) full years. The Company opened the first Illegal Burger restaurant in August 2013. It is co-located with the El Senor Sol restaurant. The second Illegal Burger was opened in Arvada in April 2014. The third Illegal Burger is located in Writer Square in downtown Denver and opened in late January 2016. The fourth Illegal Burger is located in the Capital Hill area of Denver and opened in late June 2016. The fifth Illegal Burger is located in Glendale, CO and opened in October 2018. The Company plans to continue opening Illegal Burger restaurants, a quick casual high-end restaurant with full liquor licenses. The Company expects to locate in other areas of the country over time. The accompanying consolidated financial statements include the activities of Nixon Restaurant Group, Inc., J&F Restaurant, LLC (El Senor and Illegal Burger Evergreen), Illegal Burger, LLC (Arvada), Illegal Burger Writer Square, LLC, Illegal Burger Capitol Hill, LLC and Illegal Burger CitiSet, LLC, its wholly owned subsidiaries. |
NOTE 2 - BASIS OF PRESENTATION
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
(2) BASIS OF PRESENTATION AND USE OF ESTIMATES | (2) BASIS OF PRESENTATION AND USE OF ESTIMATES a) Basis of Presentation The comparative amounts presented in these condensed consolidated financial statements are the historical results of West Coast Ventures Group, Corp. inclusive of its wholly owned subsidiaries Nixon Restaurant Group, Inc.; J&F Restaurant, LLC; Illegal Burger, LLC; Illegal Burger Writer Square, LLC, Illegal Burger Capit0l Hill, LLC and Illegal Burger CitiSet, LLC. The Company has reflected the pre-acquisition results on a consolidated basis for all periods presented. All intercompany balances and transactions have been eliminated in consolidation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, the accompanying unaudited interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 these estimates. Significant estimates in the accompanying condensed consolidated financial statements involved the valuation of share-based compensation and inputs used in the valuation of beneficial conversion feature derivatives associated with convertible notes. c) Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, five or seven years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. d) Pre-opening Expenses The Company accumulates the non-capitalizable expenses, such as rent, staffing and training, prior to opening a new location and reports them on a separate line item in the Consolidated Statement of Operations such that these costs do not skew results from ongoing restaurant operations. In the month in which a new location opens all ongoing expenses are then included with ongoing restaurant operations. e) Rent The Company’s leases generally contain escalating rent payments over the lease term as well as optional renewal periods. The Company accounts for its leases by recognizing rent expense on a straight-line basis over the lease term, which includes reasonably assured renewal periods. The lease term begins when the Company has the right to control the use of the property, which is typically before rent payments are due under the lease agreement. The difference between the rent expense and rent paid is recorded as deferred rent in the consolidated balance sheet. Rent expense for the period prior to the restaurant opening is expensed in pre-opening costs. f) Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no dilutive common stock equivalents for the periods ended September 30, 2018 and 2017. g) Income Taxes The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The tax years 2017, 2016, 2015 and 2014 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. h) Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents. i) Financial Instruments and Fair Value Measurements ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments. FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at September 30, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): September 30, 2018 December 31, 2017 Level 3 - Embedded Derivative Liability $ 59,563 $ 251,438 Changes in Level 3 assets measured at fair value for the six months ended June 30, 2018 were as follows: Balance, December 31, 2017 $ 251,438 Portion of initial valuation recorded as debt discount 855,924 Reduction upon conversion, assignment or settlement (791,226) Change in fair value of derivative (256,573) Balance, September 30, 2018 $ 59,563 j) Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion, payment or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on extinguishment is recognized, as applicable. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. k) Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. l) Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount m) Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 is expected to result in the recognition of right to use assets and associated obligations on the Company’s balance sheet. n) Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance)has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures. The Company’s financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently delivered. o) Inventories Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or market. |
NOTE 3 - LIQUIDITY AND GOING CO
NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Note 3 - Liquidity And Going Concern Considerations | |
(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS | (3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $2.1 million for the nine months ended September 30, 2018 and have an accumulated deficit of approximately $4.0 million and a negative working capital of approximately $2.4 million at September 30, 2018, inclusive of current indebtedness. These conditions raise substantial doubt about our ability to continue as a going concern. Failure to successfully continue to grow restaurant operation revenues could harm our profitability and materially adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing and opening restaurant operations. We are continuing our plan to further grow and expand restaurant operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The independent auditors’ report on our consolidated financial statements for the years ended December 31, 2017 contained an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. |
NOTE 4 - FIXED ASSETS
NOTE 4 - FIXED ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
(4) FIXED ASSETS | (4) FIXED ASSETS Fixed assets consisted of the following: September 30, 2018 December 31, 2017 Beginning balance $ 408,325 $ 408,325 Additions: Equipment 73,091 - Depreciation (227,969) (171,267) Ending Balance $ 253,447 $ 237,058 Depreciation expense was $56,702 and $43,868 for the nine months ended September 30, 2018 and 2017, respectively. |
NOTE 5 - INTANGIBLE ASSETS
NOTE 5 - INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
(5) INTANGIBLE ASSETS | (5) INTANGIBLE ASSETS In March 2015, as part of the acquisition of the Writer Square downtown location, the Company purchased the rights to negotiate a lease from the landlord for $125,000 in cash. The Company is amortizing this value over the remaining term of the lease. In March 2016, as part of the acquisition of the Capital Hill location, the Company purchased the existing liquor license for $4,300 in cash. The Company is amortizing this value of the remaining term of the lease. Amortization expense was $19,395 and $645 for the nine months ended September 30, 2018 and 2017, respectively. |
NOTE 6 - NET ACQUIRED LIABILITI
NOTE 6 - NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
(6) NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS | (6) NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS As a result of the reverse acquisition on October 4, 2017, we acquired approximately $0.5 million of liabilities, net of assets, of the former operations of West Coast Ventures Group Corp. (which have been discontinued). During 2017 we issued 3,000,000 shares of our common stock to extinguish $30,000 of indebtedness. We are evaluating the means to relieve the Company of these liabilities. |
NOTE 7 - SHORT-TERM BANK REVOLV
NOTE 7 - SHORT-TERM BANK REVOLVING LINES OF CREDIT | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 7 - SHORT-TERM BANK REVOLVING LINES OF CREDIT | (7) SHORT-TERM BANK REVOLVING LINES OF CREDIT In 2016 the Company, through three wholly-owned subsidiaries of a wholly owned subsidiary, opened three short term revolving lines of credit with its bank to be utilized as overdraft protection and to cover short-term cash shortfalls. These lines were entered into by J&F Restaurants, LLC, with the two separate lines being tied to the bank accounts of El Senor Sol - Evergreen and Illegal Burger - Evergreen, and Illegal Burger, LLC - Arvada. In February 2017 the principal stockholder converted these lines to a personal line of credit collateralized as an equity line on his personal residence. The lines carried a variable interest rate of Wall Street Prime Index Rate plus 2.00%, and matured in March 2021. In February 2017, the principal stockholder these lines to a personal line of credit collateralized as an equity line on his personal residence. At September 30, 2018 and December 31, 2017 the balances of each of these lines were $0. |
NOTE 8 - STOCKHOLDER LOAN
NOTE 8 - STOCKHOLDER LOAN | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
(8) STOCKHOLDER LOAN | (8) STOCKHOLDER LOAN The principal stockholder of the Company has loaned the Company funds at various times on an undocumented loan basis with no stated interest rate. These loans were made principally to complete the conversion of the Illegal Burger - Arvada (2014) and Illegal Burger - Writer Square (2015 and 2016), Illegal Burger Capitol Hill (2016) and Illegal Burger CitiSet (2018) locations. This stockholder loan balance was $118,386 and $90,675 at September 30, 2018 and December 31, 2017, respectively. In February 2017 the principal stockholder converted the three short-term bank revolving line of credits to a personal line of credit collateralized as an equity line on his personal residence. |
NOTE 9 - NOTES PAYABLE TO THIRD
NOTE 9 - NOTES PAYABLE TO THIRD PARTIES | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
(9) NOTES PAYABLE TO THIRD PARTIES | (9) NOTES PAYABLE TO THIRD PARTIES a) Future Receivables Sale Agreements The Company, through Nixon Restaurant Group, Inc., J&F Restaurants, LLC, Illegal Burger, LLC, Illegal Burger Writer Square, LLC and Illegal Burger Capitol Hill, LLC, entered into several agreements to obtain advances against future restaurant credit/debit card sales. The agreements provide for funding of various percentages of future qualified credit/debit merchant card receivables. At September 30, 2018 and December 31, 2017, the total payable balances inclusive of interest under these factoring agreements were $205,472 and $230,791, respectively. a) Future Receivables Sale Agreements During the first quarter 2018, we negotiated settlement agreements with two of these lenders to pay off the balances owed at the rate of $8,000 per month over two years and $4,000 per month over one year. The balance of these settlement agreements is $38,370 at September 30, 2018. b) One Year Note The Company, through J&F Restaurants, LLC, entered into a one year note with a third party for a loan of $88,000. This note was payable daily in the amount of $376.64 paid via ACH draft from the J&F Restaurants, LLC - El Senor Sol Evergreen bank account. This note carries interest at a 7% rate. This note was renewed on December 30, 2016, and the Company received $74,548 in cash, which is net of the $10,452 remaining balance. The new note is payable as a percentage of future qualified credit/debit merchant card receivables. The loan balance was $31,984 and $51,608 at September 30, 2018 and December 31, 2017, respectively. c) Convertible Notes - Variable Conversion In the third quarter 2018, the Company entered into a convertible note in exchange for $68,000 in cash. This note matures in nine months and carries a 12% interest rate. The note converts into shares of the Company’s common stock at a price of 61% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The Company entered into a settlement agreement with the holder of one of the variable conversion notes which requires the Company to pay installments of $15,000 on August 31, $35,000 on October 31, $50,000 on November 30 and $100,000 on December 31, 2018. This agreement does not allow for the lender to convert any of the then remaining debt. The lenders’ only recourse is to file suit should the Company not make timely payments. This agreement included a penalty of $40,528 as a portion of the $200,000 total settlement of which $185,000 is outstanding at September 30, 2018. In the first quarter 2018, the Company entered into three convertible notes in exchange for $280,000 in cash. These notes mature two in nine months and one in six months and carry 12% and 8% interest rates. The notes convert into shares of the Company’s common stock at a price of 61% and 60% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 and 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In 2017, the Company entered into two convertible notes in exchange for $130,000 in cash. These notes mature in nine months and one year and carry 12% and 8% interest rates. The notes convert into shares of the Company’s common stock at a price of 61% and 55% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 and 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In 2017, the Company, through a wholly-owned subsidiary, issued a Convertible Promissory Note in exchange for $30,000 in cash. This note matures in one year from issuance and carried a 10% interest rate. The note converts into shares of the Company’s common stock at a price of 65% of the average closing price for the Common Stock during the three (3) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. In 2016, the Company issued a convertible note in the amount of $51,221. At issuance of the note, the Company recorded a beneficial conversion feature discount of $51,221. This note was due in January 2018 and carries a 4% interest rate. In July 2017, $30,000 of this note was converted into 3,000,000 shares of the Company’s common stock. The balance of this liability has been incorporated into liabilities from discontinued operations. d) Convertible Notes - Fixed Conversion During the third quarter of 2018, two parties purchased through assignment three of the variable conversion price convertible notes then outstanding. These parties immediately amended the notes to replace the variable conversion rate with a fixed conversion rate of $0.0035 per share of the Company’s common stock. The maturity dates of the three notes was extended to 2020 and 2021. e) Third Party Notes Payable In March 2015, the Company, through Illegal Burger, LLC, entered into an agreement with a third-party lender, who extended a $3,000,000 Senior Secured Note. Under the terms of this agreement a first draw was entered into in the amount of $375,000 as a Revolving Note. The lender retained $59,713 of this draw as fees. Under the terms of this Note, the Company was required to replace their credit card/debit card merchant processing to the lender. The lender retained 100% of the credit card/debit card transactions, and forwarded four wire transfers to the Company over a six week period. The credit card/debit card transactions for this six-week period amounted to $84,534. The lender remitted $42,379 of this amount to the Company. Of the $42,155 retained by the lender, $14,861 was applied as principal reduction, $7,088 was applied to interest expense and the remaining $20,206 was charged as fees. The Senior Secured Note also called for the payment of a $75,000 investment banking fee. In May 2015, when it was determined that this repayment structure was not practical for a restaurant operation, the lender agreed to restructure the Revolving Note into a Replacement Promissory Note. This Replacement Promissory Note carries interest at a stated rate of 18% with a maturity of June 1, 2016. The lender charged the Company a $25,000 penalty to convert the Revolving Note into a Replacement Promissory Note. The Replacement Promissory Note called for interest only payments in June, July and August 2015. Starting in September the terms called for the payment of interest, principal starting at $33,649 increasing monthly to $38,474 in June 2016, as the interest on the then outstanding balance fell. In addition, the Replacement Promissory Note called for the payment of a $106,000 Redemption Premium as part of the total monthly payment of $49,651. As a direct result of delays in opening the new Writer Square location, the lender agreed to interest only payments via ACH draft every Monday. In June 2015, the Company paid $1,080 per week, which was increased to $1,200 per week for July 1 through October 15, 2015. It was then increased to $1,500 per week from October 16, 2015 through the third week of March 2016, when it was increased to $2,000 per week. At both September 30, 2018 and December 31, 2017, the principal balance of the loan was $322,220. The Company also accrued the $25,000 conversion penalty, the $75,000 investment banking fee and the $106,000 redemption premiums as accrued interest because the Replacement Promissory Note allows for prepayment but all these “fees” are due upon prepayment. On October 8, 2018, the lender filed suit in Broward County, Florida. The Company has received an extension of time to answer this lawsuit. The Company expects to either negotiate a settlement agreement or to vigorously defend this action. Certain other third parties have advanced funds to WCVC to fund its ongoing operations prior to the reverse acquisition. These advances have been formalized into demand notes payable, which, at September 30, 2017, amount to $54,039 and carried a 5% interest rate. WCVC has a $250,000 note payable which matured in April 2018 and carried a 5% interest rate. These liabilities have been incorporated into liabilities from discontinued operations. |
NOTE 10 - STOCKHOLDERS' DEFICIT
NOTE 10 - STOCKHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
(10) STOCKHOLDERS' DEFICIT | (10) STOCKHOLDERS’ DEFICIT At September 30, 2018 and December 31, 2017, the Company has 250,000,000 shares of par value $0.001 common stock authorized and 19,281,532 and 30,556,544 issued and outstanding, respectively. At September 30, 2018 and December 31, 2017, the Company has 10,000,000 shares of par value $0.001 preferred stock authorized and 500,000 issued and outstanding at both dates. During 2017 the Company, through a subsidiary, issued 112,000 shares in exchange for $50,000 in cash. During 2017 the Company issued 500,000 shares of Series A preferred stock and 5,418,000 shares of common stock in connection with the reverse acquisition of Nixon Restaurant Group, Inc. In the first quarter 2018 the Company issued 100,000 shares of common stock in exchange for services valued at $22,600. The Company issued 340,000 shares of common stock valued at $85,000 as a debt inducement. The Company issued 1,155,829 shares of common stock valued at $216,140 to settle $16,528 of convertible debt and 50,898 shares of common stock valued at $9,518 upon the cash-less exercise of a warrant. In the second quarter 2018 the Company issued 650,000 shares of common stock in exchange for services valued at $59,000. The Company issued 3,349,783 shares of common stock valued at $266,729 to settle $94,226 of convertible debt. The CEO of the Company contributed back to the Company and cancelled 22,000,000 shares of common stock valued at $3,140,000 pursuant to a request from OTC Markets as part of the approval to list the common stock on the OTCQB. In the third quarter 2018 the Company issued 750,000 shares of common stock in exchange for services valued at $18,750. The Company issued 764,205 shares of common stock valued at $19,769 to settle $7,102 of convertible debt. The Company issued 5,111,000 shares of common stock in exchange for $27,220 in cash. The Company repurchased and retired 1,546,727 shares of common stock for $34,000 in cash under a settlement agreement with the holder of a variable convertible note holder. The rights and privileges of the Series A preferred stock are solely as a “super voting” stock, whereby each one share of Series A holds votes amounting to the equivalent of 100,000 shares of common stock. Therefore, the 500,000 shares of Series A issued and outstanding hold aggregate votes equal to 500,000,000 common shares. The Series A shares have no dividend rights, no liquidation preferences, are not transferable and can be redeemed by the holder for $5,000 in cash from the Company for the entire 500,000 share block at the holder’s option. |
NOTE 11 - COMMITMENTS AND CONTI
NOTE 11 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
(11) - COMMITMENTS AND CONTINGENCIES | (11) COMMITMENTS AND CONTINGENCIES a) Real Property Leases The Company leases six restaurant spaces from unrelated parties. Rent expense paid was $329,865 and $321,923 for the nine months ended September 30, 2018 and 2017. Future minimum lease payments under these real property lease agreements are as follows: For the Year Ending December 31, ESSE IBE IBA IBWS IBCH IBCS Total 2018 (3 months) $ 12,000 $ 8,400 $ 18,154 $ 24,527 $ 16,378 $ 24,300 $ 91,759 2019 $ 36,000 $ 25,200 $ 74,795 $ 102,643 $ 67,477 $ 98,400 $ 368,515 2020 $ - $ - $ 77,038 $ 102,643 $ 69,501 $ 100,200 $ 349,382 2021 $ - $ - $ 25,931 $ 102,643 $ 23,394 $ 102,000 $ 253,968 2022 $ - $ - $ - $ 102,643 $ - $ 103,800 $ 206,443 Thereafter $ - $ - $ - $ 321,616 $ - $ 621,600 $ 943,216 Total minimum lease payments $ 48,000 $ 33,600 $ 195,918 $ 756,715 $ 176,750 $ 1,050,300 $ 2,213,283 ESSE: El Senor Sol - Evergreen; IBE: Illegal Burger Evergreen; IBA: Illegal Burger- Arvada; IBWS - Illegal Burger Writer Square; IBCH - Illegal Burger Capitol Hill; IBCS - Illegal Burger CitiSet The Company’s leases for El Senor Sol - Evergreen and Illegal Burger - Evergreen locations expired on August 31, 2017. The Company is currently leasing on a month to month basis and in August 2018 signed new one-year leases for these locations. b) Other The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations. c) Litigation On October 8, 2018, the creditor holding the First Amended Senior Secured Note from Illegal Burger, LLC filed suit in Broward County, Florida. The Company has received an extension of time to answer this lawsuit. The Company expects to either negotiate a settlement agreement or to vigorously defend this action. |
NOTE 12 - CONCENTRATIONS OF CRE
NOTE 12 - CONCENTRATIONS OF CREDIT RISK | 9 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
(12) CONCENTRATIONS OF CREDIT RISK | (12) CONCENTRATIONS OF CREDIT RISK a) Cash The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had no cash balance in excess of FDIC insured limits at September 30, 2018 and December 31, 2017. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
(13) SUBSEQUENT EVENTS | (13) SUBSEQUENT EVENTS a) Operations Illegal Burger CitiSet, the Company’s fifth Illegal Burger location, opened in October 2018. |
NOTE 2 - BASIS OF PRESENTATIO_2
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation The comparative amounts presented in these condensed consolidated financial statements are the historical results of West Coast Ventures Group, Corp. inclusive of its wholly owned subsidiaries Nixon Restaurant Group, Inc.; J&F Restaurant, LLC; Illegal Burger, LLC; Illegal Burger Writer Square, LLC, Illegal Burger Capit0l Hill, LLC and Illegal Burger CitiSet, LLC. The Company has reflected the pre-acquisition results on a consolidated basis for all periods presented. All intercompany balances and transactions have been eliminated in consolidation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, the accompanying unaudited interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. |
Use of Estimates | b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 these estimates. Significant estimates in the accompanying condensed consolidated financial statements involved the valuation of share-based compensation and inputs used in the valuation of beneficial conversion feature derivatives associated with convertible notes. |
Property and Equipment | c) Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, five or seven years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. |
Pre-opening Expenses | d) Pre-opening Expenses The Company accumulates the non-capitalizable expenses, such as rent, staffing and training, prior to opening a new location and reports them on a separate line item in the Consolidated Statement of Operations such that these costs do not skew results from ongoing restaurant operations. In the month in which a new location opens all ongoing expenses are then included with ongoing restaurant operations. |
Rent | e) Rent The Company’s leases generally contain escalating rent payments over the lease term as well as optional renewal periods. The Company accounts for its leases by recognizing rent expense on a straight-line basis over the lease term, which includes reasonably assured renewal periods. The lease term begins when the Company has the right to control the use of the property, which is typically before rent payments are due under the lease agreement. The difference between the rent expense and rent paid is recorded as deferred rent in the consolidated balance sheet. Rent expense for the period prior to the restaurant opening is expensed in pre-opening costs. |
Net Loss Per Share | f) Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no dilutive common stock equivalents for the periods ended September 30, 2018 and 2017. |
Income Taxes | g) Income Taxes The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The tax years 2017, 2016, 2015 and 2014 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Cash and Cash Equivalents | h) Cash and Cash Equivalents The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents. |
Financial Instruments and Fair Value Measurements | i) Financial Instruments and Fair Value Measurements ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments. FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at September 30, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): September 30, 2018 December 31, 2017 Level 3 - Embedded Derivative Liability $ 59,563 $ 251,438 Changes in Level 3 assets measured at fair value for the six months ended June 30, 2018 were as follows: Balance, December 31, 2017 $ 251,438 Portion of initial valuation recorded as debt discount 855,924 Reduction upon conversion, assignment or settlement (791,226) Change in fair value of derivative (256,573) Balance, September 30, 2018 $ 59,563 |
Derivatives | j) Derivatives The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion, payment or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on extinguishment is recognized, as applicable. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date. |
Impairment of Long-Lived Assets | k) Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. |
Related Party Transactions | l) Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount |
Recent Accounting Pronouncements | m) Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 is expected to result in the recognition of right to use assets and associated obligations on the Company’s balance sheet. |
Revenue Recognition | n) Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers, effective for public business entities with annual reporting periods beginning after December 15, 2017. This new revenue recognition standard (new guidance)has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied. The impact of the Company’s initial application of ASC 606 did not have a material impact on its financial statements and disclosures. The Company’s financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently delivered. |
Inventories | o) Inventories Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or market. |
NOTE 2 - BASIS OF PRESENTATIO_3
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Assets and liabilities measured at fair value | September 30, 2018 December 31, 2017 Level 3 - Embedded Derivative Liability $ 59,563 $ 251,438 |
Changes in Level 3 assets measured at fair value | Balance, December 31, 2017 $ 251,438 Portion of initial valuation recorded as debt discount 855,924 Reduction upon conversion, assignment or settlement (791,226) Change in fair value of derivative (256,573) Balance, September 30, 2018 $ 59,563 |
NOTE 4 - FIXED ASSETS (Tables)
NOTE 4 - FIXED ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets | September 30, 2018 December 31, 2017 Beginning balance $ 408,325 $ 408,325 Additions: Equipment 73,091 - Depreciation (227,969) (171,267) Ending Balance $ 253,447 $ 237,058 |
NOTE 11 - COMMITMENTS AND CON_2
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments | For the Year Ending December 31, ESSE IBE IBA IBWS IBCH Total 2018 (6 months) $ 24,000 $ 16,800 $ 36,308 $ 49,054 $ 32,756 $ 158,917 2019 $ 36,000 $ 25,200 $ 74,795 $ 102,643 $ 67,477 $ 306,115 2020 $ - $ - $ 77,038 $ 102,643 $ 69,501 $ 249,182 2021 $ - $ - $ 25,931 $ 102,643 $ 23,394 $ 151,968 2022 $ - $ - $ - $ 102,643 $ - $ 102,643 Thereafter $ - $ - $ - $ 321,616 $ - $ 321,616 Total minimum lease payments $ 60,000 $ 42,000 $ 214,072 $ 781,242 $ 193,128 $ 1,290,441 |
NOTE 1 - NATURE OF OPERATIONS (
NOTE 1 - NATURE OF OPERATIONS (Details Narrative) | Oct. 04, 2017shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Shares issued to acquire NRG assets | 20,000,000 |
NOTE 2 - BASIS OF PRESENTATIO_4
NOTE 2 - BASIS OF PRESENTATION AND USE OF ESTIMATES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||
Stock issued for services, value | $ 100,350 | |
Common stock equivalents | 0 | $ 0 |
Cash equivalent instruments | $ 0 | $ 0 |
NOTE 3 - LIQUIDITY AND GOING _2
NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Note 3 - Liquidity And Going Concern Considerations | |||||
Net loss | $ (486,470) | $ (111,139) | $ (2,123,553) | $ (323,521) | |
Accumulated deficit | (4,028,879) | (4,028,879) | $ (1,905,326) | ||
Negative working capital | $ 2,400,000 | $ 2,400,000 |
NOTE 4 - FIXED ASSETS (Details)
NOTE 4 - FIXED ASSETS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Cost | $ 408,325 | $ 408,325 |
Additions: Equipment | 73,091 | 0 |
Accumulated Depreciation | (227,969) | (171,267) |
Ending Balance | $ 253,447 | $ 237,058 |
NOTE 4 - FIXED ASSETS (Details
NOTE 4 - FIXED ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 56,702 | $ 43,868 |
NOTE 5 - INTANGIBLE ASSETS (Det
NOTE 5 - INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||||
Location intangible value | $ 125,000 | |||
Liquor license purchase | $ 4,300 | |||
Amortization expenses of intangibles | $ 19,395 | $ 645 |
NOTE 6 - NET ACQUIRED LIABILI_2
NOTE 6 - NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |||
Common stock issued for settlement of discontinued operations liabilities | $ 85,000 | $ 0 | $ 30,000 |
Common stock issued for settlement of discontinued operations liabilities, shares | 30,000,000 |
NOTE 7 - SHORT-TERM BANK REVO_2
NOTE 7 - SHORT-TERM BANK REVOLVING LINES OF CREDIT (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Notes to Financial Statements | ||
Short term bank loans | $ 0 | $ 0 |
NOTE 8 - STOCKHOLDER LOAN (Deta
NOTE 8 - STOCKHOLDER LOAN (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Stockholder loan balance | $ 118,386 | $ 90,675 |
NOTE 9 - NOTES PAYABLE TO THI_2
NOTE 9 - NOTES PAYABLE TO THIRD PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | |
Note 9 - Notes Payable To Third Parties | |||
Total payable balance under factoring agreement for future receivables | $ 205,472 | $ 230,791 | |
Less current portion of Note payable | 734,852 | $ 661,858 | |
Shares issued for settlement of convertible debt, shares | 3,000,000 | ||
Shares issued for settlement of convertible debt, value | $ 30,000 | ||
Convertible Note Payable | |||
Interest rate of convertible note | 4.00% | 10.00% | |
Convertible Notes | 47,846 | $ 45,231 | |
Convertible notes issued | $ 51,221 | 280,000 | 160,000 |
Promissory Note | |||
Third party note payable | 68,000 | ||
Total outstanding on unrelated party advance | $ 31,984 | $ 51,806 | |
Interest rate on unrelated party advance | 7.00% |
NOTE 10 - STOCKHOLDERS' DEFIC_2
NOTE 10 - STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Preferred Stock | |||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in Shares) | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued (in Shares) | 500,000 | 500,000 | |
Preferred stock, shares outstanding (in Shares) | 500,000 | 500,000 | |
Common Stock | |||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in Shares) | 250,000,000 | 250,000,000 | |
Common stock, shares issued (in Shares) | 19,281,532 | 30,556,544 | |
Common stock, shares outstanding (in Shares) | 19,281,532 | 30,556,544 | |
Shares issued for cash, shares | 112,000 | ||
Shares issued for cash, amount | $ 50,000 | ||
Preferred stock issued in acquisition of Nixon | 500,000 | ||
Common stock issued in acquisition of Nixon | 5,418,000 | ||
Share based compensation for services, value | $ 0 | ||
Share based compensation for services, shares | 300,000 | ||
Shares issued in settlement of debt, Shares | 764,205 | ||
Shares issued in settlement of debt, Amount | $ 19,869 |
NOTE 11 - COMMITMENTS AND CON_3
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 36 Months Ended | 93 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2025 | Dec. 31, 2025 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Rent expense | $ 329,865 | $ 321,923 | |||||||
Future minimum lease payment totals | $ 91,759 | $ 206,443 | $ 253,968 | $ 349,382 | $ 368,515 | $ 943,216 | $ 2,213,283 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | |||||
Share based compensation for services, value | $ 0 | ||||
Share based compensation for services, shares | 300,000 | ||||
Shares issued for cash, shares | 112,000 | ||||
Shares issued for cash, amount | $ 50,000 | ||||
Preferred stock issued in acquisition of Nixon | 500,000 | ||||
Common stock issued in acquisition of Nixon | 5,418,000 | ||||
Convertible Note Payable | |||||
Interest rate of convertible note | 4.00% | 10.00% | |||
Convertible Notes | $ 47,846 | $ 47,846 | $ 45,231 | ||
Convertible notes issued | $ 51,221 | $ 280,000 | $ 160,000 |