Next Graphite (GPNE) 10-Q 19 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 14, 2015
Document and Entity Information:
Entity Registrant Name	Next Graphite, Inc.
Entity Central Index Key	1,563,315
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		50,411,443

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 3,469	$ 17,878
Total current assets:	3,469	17,878
Total assets	3,469	17,878
Current liabilities:
Accounts payable	56,579	62,579
Accrued interest payable	4,508	$ 1,251
Notes payable	34,000
Note payable - related party	2,500
Convertible notes payable, net of debt discount of $36,030	91,970	$ 47,249
Fair value of derivative liability	114,588	70,334
Total current liabilities	304,145	181,413
Total liabilities	$ 304,145	$ 181,413
Stockholders' deficit:
Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding
Common stock authorized 100,000,000 shares, $.0001 par value, 50,411,443 shares issued and outstanding	$ 5,041	$ 5,041
Additional paid-in capital	4,069,191	4,046,916
Accumulated deficit	(4,374,908)	(4,215,492)
Total stockholders' deficit	(300,676)	(163,535)
Total liabilities and stockholders' deficit	$ 3,469	$ 17,878

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Convertible note payable, net of debt discount	$ 36,030	$ 36,030
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	50,411,443	50,411,443
Common stock, shares outstanding	50,411,443	50,411,443

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement
NET SALES
OPERATING EXPENSES:
Professional fees	$ 31,260	$ 274,272	$ 52,336	$ 445,217
Selling, general, and administrative	35,178	22,390	42,848	82,887
Total Operating Expenses	66,438	296,662	95,184	528,104
Loss from operations	(66,438)	$ (296,662)	(95,184)	$ (525,754)
OTHER INCOME (EXPENSES):
Changes in fair value of derivative	(68,874)		(24,254)
Interest expense	(21,145)		(39,978)
Total Other Expense	(90,019)		(64,232)
NET LOSS APPLICABLE TO COMMON SHARES	$ (156,457)	$ (296,662)	$ (159,416)	$ (525,754)
NET LOSS PER BASIC AND DILUTED SHARES				$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED	50,411,443	50,411,443	50,411,443	61,031,765

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating Activities:
Net loss	$ (159,416)	$ (525,754)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation	22,275
Interest expense - note payables	675
Interest expense - amortization of convertible note discount	39,303
Changes in fair value of convertible note	$ 24,254
Changes in operating assets and liabilities:
Prepaid		$ (361,667)
Accounts payable and accrued liabilities	$ (6,000)	62,579
Net cash used in operating activities	$ (78,909)	(863,427)
Investing Activities:
Purchase of Interest in Gazania		(150,000)
Net cash used in investing activities		(150,000)
Financing Activities:
Advanced subscriptions		$ 60,000
Proceeds from issuance of note payable to related party	$ 2,500
Proceeds from issuance of note payable	$ 34,000
Proceeds from issuance of common stock		$ 981,000
Proceeds from issuance of convertible note	$ 28,000
Net cash provided by financing activities	64,500	$ 1,041,000
Net increase (decrease) increase in cash	(14,409)	27,573
Cash, Beginning of period	17,878	2,450
Cash, End of period	$ 3,469	$ 30,023
Supplemental disclosures of cash flow information:
Interest
Income taxes

Organization

Organization	6 Months Ended
	Jun. 30, 2015
Organization and Basis of presentation [Abstract]
ORGANIZATION	NOTE 1 – ORGANIZATION Next Graphite, Inc. (the “Company”) was incorporated in Nevada on September 26, 2012 under the name Zewar Jewellery, Inc. and is a development-stage entity. The Company's current business plan is to engage in the mining business developing graphite properties located in Namibia. The Company is based in Carson City, Nevada On November 14, 2013, the Company consummated transactions pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) dated November 14, 2013 by and among the Company and the stockholders of African Graphite, Inc., a private Nevada corporation (“AGI” and the “AGI Stockholders”) whereby AGI Stockholders transferred 100% of the outstanding shares of common stock of AGI held by them, in exchange for an aggregate of 8,980,047 newly issued shares of the Company’s common stock, par value $.0001 per share (“Common Stock”). On November 14, 2013, AGI entered into a Stock Purchase Option Agreement (the “Option Agreement”) with NMC Corp., a corporation organized under the laws of the Province of Ontario, Canada (“NMC”), whereby NMC granted to AGI an option to purchase 90 ordinary shares, par value one Namibian dollar per share, of Gazania Investments Two Hundred and Forty Two (Proprietary) Limited, a corporation organized under the laws of the Republic of Namibia ("Gazania"), representing 90% of the issued and outstanding shares of Gazania, for $240,000. NMC had entered into an option agreement dated March 29, 2013, as amended on November 4, 2013 (the “Centre Agreement”), with Centre for Geoscience Research CC (formerly known as “Industrial Minerals and Rock Research Centre CC”), a company organized under the laws of the Republic of Namibia ("Centre"), whereby Centre agreed to transfer to Gazania 100% undivided interest in the exclusive prospecting license No. 3895 known as AUKUM originally issued to Centre by the government of the Republic of Namibia on April 4, 2011 and renewed on April 4, 2013 (the “License”). The License grants the right to conduct prospecting operations, bulk sampling and pilot production in the license area called AUKAM located in southern Namibia in the Karas Region within the Betaine district. The license area covers about 49,127 hectares. The only mine in Namibia that has produced graphite is situated in the license area. The transfer of the License to Gazania was approved by the Ministry of Mines and Energy of the Republic of Namibia on February 25, 2014. Under the Option Agreement, AGI was required to pay to NMC $90,000 as an advance payment to be credited towards the purchase price of the Gazania shares. The Company made the advance payment on November 14, 2013. The balance of the purchase price in the amount of $150,000 was paid by AGI upon exercise of the option that was completed on March 14, 2014. As a result, Gazania became a direct 90% owned subsidiary of the Company.

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2015
Organization and Basis of presentation [Abstract]
BASIS OF PRESENTATION	NOTE 2 – BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the financial position, the results of operations and comprehensive income (loss) and cash flows of the Company for the periods presented. These unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2014 included in the Company’s Form 10-K filed on March 31, 2015. The operating results or cash flows for the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2015
Going Concern [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has incurred approximately $4,374,908 in operating deficit since its inception, and has generated no operating revenue, which could raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing and the success of future operations. These unaudited condensed consolidated financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the unaudited condensed consolidated 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Income Taxes Provisions for income taxes are based on taxes payable or refundable and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and tax operating loss carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense. Basic and Diluted Loss per Common Share Basic loss per common share amounts are computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts payable, and related party payables approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for convertible notes payable approximate fair value based on the value of the common stock into which the notes are convertible. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates that approximate current market rates. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company holds. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 – Valuation based on quoted prices in markets that are not active for which all significant inputs are observable, either directly or indirectly. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Financial instruments include cash, accounts payable and accrued expenses and other current liabilities. The carrying amounts of cash, accounts payable and accrued expenses and other current liabilities approximate their fair value due to the short term maturities of these instruments. The Company has Level 3 financial instrument, an embedded derivative liability (beneficial conversion feature) that is recorded at fair value on periodic basis. The embedded derivative is evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of such Level 3 financial instrument is estimated using the Black-Scholes option pricing model. The foregoing Level 3 financial instrument has certain provisions which qualifies to be classified as a liability under ASC 815. As of June 30, 2015, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Derivative liability $ - $ $ 114,588 Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). ASU 2015-02 amends whether the reporting entities are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation modal. The amendments include: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in ASU 2015-02 will be effective prospectively for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, however early adoption is permitted. Management is currently assessing the impact of the adoption of ASU 2015-02 and has not determined the effect of the standard on our ongoing financial reporting. In April 2015, the FASB issued ASU 2015-03, Imputation of Interest (Subtopic 835-30). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this update. The amendments in ASU 2015-03 will be effective prospectively for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, however early adoption is permitted. Management is currently assessing the impact of the adoption of ASU 2015-03 and has not determined the effect of the standard on our ongoing financial reporting.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2015
Notes Payable and Convertible Note Payable [Abstract]
NOTES PAYABLE	NOTE 5 – NOTES PAYABLE On February 10, 2015, the Company issued a note payable with an interest rate of 5.0% per annum in the amount of $24,000. The outstanding balance and any accrued interest is due one year from the date of the note. On April 1, 2015, the Company issued a note payable with the interest rate of 7.0% per annum in the amount of $10,000. The outstanding balance and any accrued interest is due six months from the date of the note. On June 30, 2015, the Company issued a promissory note with the interest rate of 7.0% per annum in the amount of $2,500 to the Michael J. Doron who is a Chairman of the Company. The outstanding balance and any accrued interest is due three months from the date of the note.

Convertible Note Payable

Convertible Note Payable	6 Months Ended
	Jun. 30, 2015
Notes Payable and Convertible Note Payable [Abstract]
CONVERTIBLE NOTE PAYABLE	NOTE 6 – CONVERTIBLE NOTE PAYABLE On October 2, 2014, the Company issued a convertible note payable with an interest rate of 5.0% per annum in the amount of $100,000. The outstanding balance and any accrued interest is due on December 31, 2015. Under the agreement, the note can be convertible at the holder’s discretion into common shares of the Company’s stock at a 25% discount to the price at the date of exercise. On June 10, 2015, the Company issued a convertible note payable with an interest rate of 8.0% per annum in the amount of $28,000. The outstanding balance and any accrued interest is due on March 13, 2016. Under the agreement, the note can be convertible at the holder’s discretion into common shares of the Company’s stock at the date of exercise using three days lowest stock price average times 61 percent discount. The Company adopted the provisions of FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”) (previously EITF 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock”), as the convertible note agreement contained certain provision that the convertible note failed to pass the “fixed for fixed” criteria of ASC815, the conversion feature of the convertible debt should have to be bifurcated and recorded separately until the conversion date. Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and full-ratchet provision which the Company valued the embedded derivative using the Black-Scholes method. The following table represents fair value of embedded derivative movement from the date of issuance to June 30, 2015 Description of derivative liability Fair Value at Date of Issuance Changes in Fair Value Fair Value at Convertible note of $100,000 $ 70,334 $ 17,901 $ 88,235 Convertible note of $28,000 20,000 6,353 26,353 Total $ 90,334 $ 24,254 $ 114,588 In 2014, as a result of initial recording of derivative liability of $70,334 with proceeds of $100,000 the Company recorded debt discount of $70,334 at the date of issuance of convertible note payable. The Company accretes debt discount of $70,334 over the life of the convertible note which is 12 months. The Company recorded accretion of $17,583 for the quarter ended June 30, 2015 which is recorded as interest expense. In 2015, as a result of initial recording of derivative liability of $20,000 with proceeds of $28,000 the Company recorded debt discount of $20,000 at the date of issuance of convertible note payable. The Company accretes debt discount of $20,000 over the life of the convertible note. The Company recorded accretion of $1,555 for the quarter ended June 30, 2015 which is recorded as interest expense. Interest incurred for the three month ended on June 30, 2015 was $1,332 (excluding debt discount accretion of $19,138 which is also recorded as interest expense).

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2015
Stockholders' Deficit [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7 - STOCKHOLDERS’ DEFICIT As of June 30, 2015 the Company had (i) 100,000,000 Common shares authorized with a par value of $.0001 per share, of which 50,411,443 shares were issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $.0001 per share, authorized, none of which was issued and outstanding. 8,980,047 shares of Common Stock have been issued to founders, of which, 400,016 shares were issued to the President and director as part of their consulting agreements. The shares were valued at par for a value of $898. The Company had the following common stock issuance transactions from January 1, 2014 to June 30, 2015 pursuant to a Subscription Agreement with accredited investors: Quarter Date # of Shares Sold Per Share Price Gross Proceeds Q1 2014 February 3, 2014 271,400 $ 1.00 $ 271,400 Q1 2014 March 14, 2014 and March 20, 2014 550,000 $ 1.00 $ 550,000 Q1 2014 March 25, 2014 150,000 $ 1.00 $ 150,000 Q2 2014 April 29, 2014 50,000 $ 1.00 $ 50,000 Q2 2014 June 19, 2014 60,000 $ 1.00 $ 60,000 Q3 2014 August 28, 2014 170,000 $ 1.00 $ 170,000 On March 21, 2014, the Company cancelled 25,740,000 shares of common stock. The cancellation of the shares decreased the amount of common stock by $2,574 and increased additional paid in capital by the same amount. The shares were held by African Graphite and were cancelled for internal company restructuring. On March 14, 2014, AGI exercised its option under the Option Agreement and the Company paid to NMC the balance of the purchase price in the amount of $150,000 outstanding under the Option Agreement.

Stock Based Compensation

Stock Based Compensation	6 Months Ended
	Jun. 30, 2015
Stock Based Compensation [Abstract]
STOCK BASED COMPENSATION	NOTE 8 – STOCK BASED COMPENSATION On May 20, 2014, the Company approved future issuances of performance based restricted common shares to the following employees and outside consultants. The Company accounts the issuances of restricted common shares, as defined by ASC 718, Compensation—Stock Compensation On May 28, 2015, the Company has elected to grant warrants to certain entities and individuals in lieu of restricted common stocks granted but no yet issued. A summary of the status of the Company’s restricted common shares is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2013 - - Granted 1,760,000 $ 0.17 Exercised - - Forfeited or expired - - Outstanding at December 31, 2014 1,760,000 $ 0.17 N/A $ 246,400 Granted - - Exercised - - Superseded by May 28 Stock Warrants 1,760,000 - Outstanding at June 30, 2015 Vested at June 30, 2015 - - N/A $ - The stock warrants issued in lieu of restricted common stock granted but not yet issued is presented below: Date Issued Exercise Number of Expiration May 28, 2015 (Issued in lieu of restricted common stock) $ 0.11 2,720,000 May 27, 2020 May 28, 2015 $ 0.11 25,000 May 27, 2020 June 16, 2015 $ 0.11 2,000,000 June 15, 2020 Total warrants at June 30, 2015 4,745,000 4.92 years As of June 30, 2015, the weighted average contractual life of the stock warrants is 4.92 years. The initial fair value of the warrants issued in lieu of restricted common stock was estimated at an aggregate value of $29,920, which was lower than the fair value of stocks originally issued and cancelled, therefore, no incremental expense was recorded. The initial fair value of the new warrants issued on for services was estimated at an aggregate value of $22,275. All warrants are vested and exercisable immediately.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES The Company is subject to various legal proceedings from time to time as part of its business. As of June 30, 2015, the Company was not currently party to any legal proceedings or threatened legal proceedings, the adverse outcome of which, individually or in the aggregate, it believes would have a material adverse effect on its business, financial condition and results of operations.

Joint Venture

Joint Venture	6 Months Ended
	Jun. 30, 2015
Joint Venture [Abstract]
JOINT VENTURE	NOTE 10 – JOINT VENTURE Next Graphite, Inc. (the “Company”) entered into a Joint Venture Agreement (“JVA”) with Micron Investments Pty. Ltd. (“Micron”) on June 8, 2015, which was subsequently amended on July 10 and July 17, 2015, as set forth under Item 5 below. Pursuant to the JVA, as amended, the Company and Micron are to enter into a Farm-Out Agreement which the Company expects to be completed by September 15, 2015. The JVA and Farm-Out Agreement will require Micron to pay $1.1 million to build and operate a graphite processing plant and in exchange, Micron will receive, upon achievement of milestones, up to a 63% interest in the mining and mineral rights held by the Company at its Aukam site. The Company will retain a minimum of 37% after having purchased the 10% interest held by its local partner as set forth in Item 5 below.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On July 8, 2015, the Company issued a promissory note with the interest rate of 7.0% per annum in the amount of $2,500 to the Charles Bream who is a Chief Executive Officer of the Company. On June 19, 2015, the Company entered into the Agreement with “Centre For Geosciences Research Close Corporation”, a close corporation incorporated under the laws of Namibia, “CFGR”), whereby CFGR sold to African Graphite Inc. (AGI) the 10% of ownership (10 shares) of Gazania Investments Two Hundred and Forty Two (Proprietary) Limited, a corporation organized under the laws of the Republic of Namibia ("Gazania") for the amount of $15,000.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
Income Taxes	Income Taxes Provisions for income taxes are based on taxes payable or refundable and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and tax operating loss carry forwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions are judged to not meet the “more-likely-than-not” threshold based on the technical merits of the positions. Estimated interest and penalties related to uncertain tax positions are included as a component of general and administrative expense.
Basic and Diluted Loss per Common Share	Basic and Diluted Loss per Common Share Basic loss per common share amounts are computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts payable, and related party payables approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for convertible notes payable approximate fair value based on the value of the common stock into which the notes are convertible. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates that approximate current market rates. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company holds. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2 – Valuation based on quoted prices in markets that are not active for which all significant inputs are observable, either directly or indirectly. ● Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Financial instruments include cash, accounts payable and accrued expenses and other current liabilities. The carrying amounts of cash, accounts payable and accrued expenses and other current liabilities approximate their fair value due to the short term maturities of these instruments. The Company has Level 3 financial instrument, an embedded derivative liability (beneficial conversion feature) that is recorded at fair value on periodic basis. The embedded derivative is evaluated under the hierarchy of ASC 480-10, ASC Paragraph 815-25-1 and ASC Subparagraph 815-10-15-74 addressing embedded derivatives. The fair value of such Level 3 financial instrument is estimated using the Black-Scholes option pricing model. The foregoing Level 3 financial instrument has certain provisions which qualifies to be classified as a liability under ASC 815. As of June 30, 2015, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis: Description Level 1 Level 2 Level 3 Derivative liability $ - $ $ 114,588
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810). ASU 2015-02 amends whether the reporting entities are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation modal. The amendments include: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. The amendments in ASU 2015-02 will be effective prospectively for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, however early adoption is permitted. Management is currently assessing the impact of the adoption of ASU 2015-02 and has not determined the effect of the standard on our ongoing financial reporting. In April 2015, the FASB issued ASU 2015-03, Imputation of Interest (Subtopic 835-30). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments in this update. The amendments in ASU 2015-03 will be effective prospectively for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods, however early adoption is permitted. Management is currently assessing the impact of the adoption of ASU 2015-03 and has not determined the effect of the standard on our ongoing financial reporting.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2015
Summary of Significant Accounting Policies [Abstract]
Schedule of derivative liability measured at fair value on recurring basis	Description Level 1 Level 2 Level 3 Derivative liability $ - $ $ 114,588

Convertible Note Payable (Table

Convertible Note Payable (Tables)	6 Months Ended
	Jun. 30, 2015
Notes Payable and Convertible Note Payable [Abstract]
Convertible note payable	Description of derivative liability Fair Value at Date of Issuance Changes in Fair Value Fair Value at Convertible note of $100,000 $ 70,334 $ 17,901 $ 88,235 Convertible note of $28,000 20,000 6,353 26,353 Total $ 90,334 $ 24,254 $ 114,588

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	6 Months Ended
	Jun. 30, 2015
Stockholders' Deficit [Abstract]
Schedule of common stock issuance transactions	Quarter Date # of Shares Sold Per Share Price Gross Proceeds Q1 2014 February 3, 2014 271,400 $ 1.00 $ 271,400 Q1 2014 March 14, 2014 and March 20, 2014 550,000 $ 1.00 $ 550,000 Q1 2014 March 25, 2014 150,000 $ 1.00 $ 150,000 Q2 2014 April 29, 2014 50,000 $ 1.00 $ 50,000 Q2 2014 June 19, 2014 60,000 $ 1.00 $ 60,000 Q3 2014 August 28, 2014 170,000 $ 1.00 $ 170,000

Stock Based Compensation (Table

Stock Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2015
Stock Based Compensation [Abstract]
Shedule of summary of the status of the Company's restricted common shares	Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2013 - - Granted 1,760,000 $ 0.17 Exercised - - Forfeited or expired - - Outstanding at December 31, 2014 1,760,000 $ 0.17 N/A $ 246,400 Granted - - Exercised - - Superseded by May 28 Stock Warrants 1,760,000 - Outstanding at June 30, 2015 Vested at June 30, 2015 - - N/A $ -
Schedule of stock warrants issued in lieu of restricted common stock granted	Date Issued Exercise Number of Expiration May 28, 2015 (Issued in lieu of restricted common stock) $ 0.11 2,720,000 May 27, 2020 May 28, 2015 $ 0.11 25,000 May 27, 2020 June 16, 2015 $ 0.11 2,000,000 June 15, 2020 Total warrants at June 30, 2015 4,745,000 4.92 years

Organization (Details)

Organization (Details)	Mar. 14, 2014USD ($)	Nov. 14, 2013USD ($)hashares
Organization (Textual)
Share exchange agreement AGI stockholders transferred percentage		100.00%
Newly issued AGI aggregate number of common stock | shares		8,980,047
Options to purchase number of ordinary shares | shares		90
Issued and outstanding shares of Gazania percentage		90.00%
Value of Issued and outstanding shares under option agreement		$ 240,000
Undivided interest transfer to Gazania percentage		100.00%
License area | ha		49,127
Advance payment to purchase price of Gazania shares		$ 90,000
Purchase price amount paid	$ 150,000
Subsidiary owned percentage	90.00%

Going Concern (Details)

Going Concern (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Going Concern (Textual)
Accumulated deficit	$ (4,374,908)	$ (4,215,492)

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 114,588	$ 70,334
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 114,588

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Feb. 10, 2015	Jun. 30, 2015	Mar. 31, 2015
Notes Payable and Convertible Note Payable [Abstract]
Interest rate	5.00%	7.00%	7.00%
Principal amount	$ 24,000	$ 2,500	$ 10,000
Debt instrument term	1 year	3 months	6 months

Convertible Note Payable (Detai

Convertible Note Payable (Details)	6 Months Ended
	Jun. 30, 2015USD ($)
Fair value embedded derivation
Fair Value at Date of Issuance	$ 90,334
Changes in Fair Value 2015	24,254
Fair Value at June 30, 2015	114,588
Convertible note of $100,000 [Member]
Fair value embedded derivation
Fair Value at Date of Issuance	70,334
Changes in Fair Value 2015	17,901
Fair Value at June 30, 2015	88,235
Convertible note of $28,000 [Member]
Fair value embedded derivation
Fair Value at Date of Issuance	20,000
Changes in Fair Value 2015	6,353
Fair Value at June 30, 2015	$ 26,353

Convertible Note Payable (Det27

Convertible Note Payable (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 10, 2015	Oct. 02, 2014
Convertible note payable (Detail Textual)
Convertible note payable interest			8.00%	5.00%
Convertible notes payable value			$ 28,000	$ 100,000
Interest rate on discount			61.00%	25.00%
Derivative liability	$ 20,000	$ 70,334
Debt discount value	20,000	70,334
Accretion of debt discount	19,138
Accretion expense	1,555	$ 17,583
Interest incurred	$ 1,332

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - Jun. 30, 2015 - Subscription Agreement [Member] - USD ($)	Total
February 3, 2014 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Shares Sold	271,400
Per Share Price	$ 1
Gross Proceeds	$ 271,400
March 14, 2014 and March 20, 2014 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Shares Sold	550,000
Per Share Price	$ 1
Gross Proceeds	$ 550,000
March 25, 2014 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Shares Sold	150,000
Per Share Price	$ 1
Gross Proceeds	$ 150,000
April 29, 2014 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Shares Sold	50,000
Per Share Price	$ 1
Gross Proceeds	$ 50,000
June 19, 2014 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Shares Sold	60,000
Per Share Price	$ 1
Gross Proceeds	$ 60,000
August 28, 2014 [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Shares Sold	170,000
Per Share Price	$ 1
Gross Proceeds	$ 170,000

Stockholders' Deficit (Details

Stockholders' Deficit (Details Textual) - USD ($)	Mar. 21, 2014	Mar. 14, 2014	Jun. 30, 2015	Dec. 31, 2014
Stockholders' Equity (Textual)
Common stock, shares authorized			100,000,000	100,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares, issued			50,411,443	50,411,443
Common stock, shares outstanding			50,411,443	50,411,443
Preferred stock, shares authorized			25,000,000	25,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Cancellation of shares	25,740,000
Additional paid in capital, due to cancellation of shares	$ 2,574
Purchase price amount paid		$ 150,000
President [Member] | Consulting Agreement [Member]
Stockholders' Equity (Textual)
Common shares issued for services			400,016
Shares valued at par			$ 898
Founder [Member] | Consulting Agreement [Member]
Stockholders' Equity (Textual)
Common shares issued for services			8,980,047
Shares valued at par			$ 898

Stock Based Compensation (Detai

Stock Based Compensation (Details) - Restricted Stock [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Number of Shares
Shares, Beginning balance outstanding	1,760,000
Shares, Granted		1,760,000
Shares, Exercised
Shares, Forfeited or expired
Superseded by May 28 Stock Warrants	1,760,000
Shares, Ending balance outstanding		1,760,000
Shares, Vested
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning balance outstanding	$ 0.17
Weighted Average Exercise Price, Granted		$ 0.17
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited or expired
Weighted Average Exercise Price, Ending balance outstanding		$ 0.17
Weighted Average Exercise Price, Vested
Weighted Average Remaining Contractual Life (in Years)
Weighted Average Remaining Contractual Life (in Years), Outstanding
Weighted Average Remaining Contractual Life (in Years), Vested
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Outstanding		$ 246,400
Aggregate Intrinsic Value, Vested

Stock Based Compensation (Det31

Stock Based Compensation (Details 1) - Jun. 30, 2015 - Warrant [Member] - $ / shares	Total
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares	4,745,000
Weighted average contractual life	4 years 11 months 1 day
May 28, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Date Issued	May 28, 2015
Exercise Price	$ 0.11
Number of Shares	2,720,000
Expiration date	May 27, 2020
May 28, 2015 One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Date Issued	May 28, 2015
Exercise Price	$ 0.11
Number of Shares	25,000
Expiration date	May 27, 2020
June 16, 2015 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Date Issued	Jun. 16, 2015
Exercise Price	$ 0.11
Number of Shares	2,000,000
Expiration date	Jun. 15, 2020

Stock Based Compensation (Det32

Stock Based Compensation (Details Textual) - 6 months ended Jun. 30, 2015 - USD ($)	Total
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated aggregate value	$ 29,920
Fair value of warrants	$ 22,275
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average contractual life	4 years 11 months 1 day

Joint Venture (Details)

Joint Venture (Details) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Joint Venture [Abstract]
Payments to acquire interest in joint venture	$ 1.1
Ownership percentage	63.00%
Description of joint venture ownership interest percentage	The Company will retain a minimum of 37% after having purchased the 10% interest held by its local partner.

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Jun. 19, 2015	Jul. 08, 2015	Jun. 30, 2015	Mar. 31, 2015	Feb. 10, 2015
Subsequent Event [Line Items]
Interest rate			7.00%	7.00%	5.00%
Principal amount			$ 2,500	$ 10,000	$ 24,000
Ownership percentage description	10% of ownership (10 shares)
Payments to acquire businesses	$ 15,000
Chief Executive Officer [Member]
Subsequent Event [Line Items]
Interest rate		7.00%
Principal amount		$ 2,500