Next Graphite (GPNE) 10-Q/A 23 Aug 17 2017 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 18, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Next Graphite, Inc.
Entity Central Index Key	1,563,315
Trading Symbol	GPNE
Amendment Flag	true
Amendment Description	Subsequent to filing its Quarterly Report on Form 10-Q for the period ended March 31, 2017 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on May 22, 2017, Next Graphite, Inc. (the “Company”) determined that a account classification error occurred in its gain recognition of the sale of subsidiary for the period ended March 31, 2017. In accounting for the Company’s gain on the sale of 52% interest of subsidiary Gazania Investments Two Hundred and Forty Two (Proprietary) Limited for the period ended March 31, 2017, the Company reclass the deposit from investment into additional paid in capital which the joint venture partner fulfilled and achieved the certain milestone for the period ended March 31, 2017. Upon correcting for the previously used additional paid in capital, the Company should recognize the gain on the sales of subsidiary as income and has been $177,493 higher than previously reported. As a result, to correct this classification error, the Company is filing this Amendment No. 1 to the Form 10-Q (“Amendment No. 1”) for the purpose of restating its condensed financial statements for the three months ended March 31, 2017 included in Part I, “Item 1. Financial Statements.” See Note 13 to the condensed consolidated financial statements included in this Amendment No. 1 for further information relating to the restatements. Conforming changes have been made to Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have included the entire text of Part I, Items 1 and 2 and Part II, Item 6 of the Form 10-Q in this Amendment No. 1. This Amendment No. 1 includes new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 32.1. Except as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other Item of the Form 10-Q or reflect any events that have occurred after the filing of the Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-Q and the Company’s filings with the SEC subsequent to the filing of the Form 10-Q on May 22, 2017.
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		51,411,443

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 9,485	$ 9,299
Total current assets:	9,485	9,299
Total assets	9,485	9,299
Current liabilities:
Accounts payable	419,859	407,913
Accrued interest payable	34,763	28,770
Note payable, net of debt discount $1,517 and $1,517, respectively	145,483	145,483
Note payable - related parties	16,000	16,000
Convertible note payable	121,000	121,000
Fair value of derivative liability - beneficial conversion feature	46,476	38,756
Deposit		132,971
Total current liabilities	783,581	890,893
Total liabilities	783,581	890,893
Stockholders' deficit:
Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding at March 31, 2017 and December 31, 2016.
Common stock authorized 100,000,000 shares, $.0001 par value, 51,411,443 shares issued and outstanding at March 31, 2017 and December 31, 2016.	5,141	5,141
Additional paid-in capital	4,223,728	4,175,170
Accumulated deficit	(5,002,965)	(5,061,905)
Total stockholders' deficit	(774,096)	(881,594)
Total liabilities and stockholders' deficit	$ 9,485	$ 9,299

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Note payable, net of debt discount	$ 1,517	$ 1,517
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	51,411,443	51,411,443
Common stock, shares outstanding	51,411,443	51,411,443

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
NET SALES
OPERATING EXPENSES:
Professional fees	96,222	112,996
Selling, general, and administrative	10,191	8,151
Total Operating Expenses	106,413	121,147
Loss from operations	(106,413)	(121,147)
OTHER INCOME (EXPENSE):
Other Income	1,775
Gain on the sale of subsidiary	177,493
Interest expense	(6,195)	(18,492)
Changes in fair value of derivative	(7,720)	(161,129)
Total Other Income (Expenses), net	165,353	(179,621)
NET INCOME/(LOSS)	$ 58,940	$ (300,768)
NET INCOME/(LOSS) PER BASIC SHARES	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC	51,411,443	74,723,843
NET INCOME/(LOSS) PER BASIC AND DILUTED SHARES	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -DILUTED	67,060,094	74,723,843

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities:
Net income/(loss)	$ 58,940	$ (300,768)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in deposit balance	(177,493)
Stock based compensation	48,558	5,449
Interest expense - note payable	3,439	11,142
Interest expense - amortization of convertible note discount	2,554	7,350
Changes in fair value of convertible note	7,720	161,129
Accounts payable	11,946	88,565
Deposit	44,522
Net cash provided by (used in) operating activities	186	(27,133)
Financing Activities:
Proceeds from issuance of note payable		26,983
Net cash provided by financing activities		26,983
Net increase (decrease) in cash	186	(150)
Cash, Beginning of period	9,299	15,563
Cash, End of period	9,485	15,413
Non-Cash Transaction:
Change in deposit balance	$ 177,493

Organization

Organization	3 Months Ended
	Mar. 31, 2017
Organization [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 (the “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 AUKAM 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 which 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. The Company acquired the remaining 10% ownership of Gazania for $15,000 in the third quarter of 2015. As a result, Gazania became a direct 100% owned subsidiary of the Company.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2017
Going Concern [Abstract]
GOING CONCERN	NOTE 2 – 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 $ 5,002,965 in accumulated 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.

Basis of Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Basis of Presentation [Abstract]
BASIS OF PRESENTATION	NOTE 3 – 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, 2016 included in the Company’s Form 10-K filed on March 31, 2017. 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
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. Revenue Recognition, Deferred Revenue and Customer Deposits The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. The Company did not have product sales for the three months ended March 31, 2017 and 2016. Gain on the sales of subsidiary Gazania Investments Two Hundred Forty Two (Property) Ltd The Company received a customer deposit for potential usage of Company’s license in the amount of $177,493 and $132,971 as of March 31, 2017 and December 31, 2016, respectively. The Company recognize the amount of $177,493 as gain on sale of subsidiary by transferring 52% of interest to the joint venture party. 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 March 31, 2017, 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 $ - $ - $ 46,476 As of December 31, 2016, 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 $ - $ - $ 38,756 Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation – Stock Compensation : Improvements to Employee Share-Based Payment Accounting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers

Accounts Payable

Accounts Payable	3 Months Ended
	Mar. 31, 2017
Accounts Payable [Abstract]
ACCOUNTS PAYABLE	NOTE 5 – ACCOUNTS PAYABLE As of March 31, 2017, and December 31, 2016, the Company’s accounts payable was primarily composed of professional fees.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2017
Notes Payable/ Convertible Notes Payable [Abstract]
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE The Company had the following notes payable as of March 31, 2017 and December 31, 2016: Issuance Date Maturity Date Interest March 31, December 31,2016 February 10, 2015 February 9, 2016 7.0 % $ 24,000 $ 24,000 March 31, 2015 September 30, 2015 7.0 % 10,000 10,000 December 3, 2015 February 29, 2016 10.0 % 29,000 29,000 December 23, 2015 September 29, 2016 10.0 % 20,500 20,500 March 2, 2016 September 29, 2016 10.0 % 13,500 13,500 March 2, 2016 September 29, 2016 10.0 % 15,000 15,000 August 3, 2016 September 30, 2016 8.0 % 10,000 10,000 August 3, 2016 September 30, 2016 8.0 % 7,500 7,500 September 9, 2016 March 9, 2017 6.0 % 7,500 7,500 October 13, 2016 April 13, 2017 6.0 % 10,000 10,000 Total $ 147,000 $ 147,000 Original issuance discount (1,517 ) (1,517 ) Total $ 145,483 $ 145,483 The notes payable with the maturity date that has matured at the time the financial statements are issued continued to accrue interest and no default penalties were incurred. Interest expense for notes payable amounted to $3,123 and $11,142 for the quarters (3 months) ended March 31, 2017 and 2016. The Company recorded original issue discount of $1,517 for March 31, 2017 and December 31, 2016.

Notes Payable - Related Party

Notes Payable - Related Party	3 Months Ended
	Mar. 31, 2017
Notes Payable - Related Party [Abstract]
NOTES PAYABLE - RELATED PARTY	NOTE 7 – NOTES PAYABLE – RELATED PARTY The Company had the following related party notes payable as of March 31, 2017 and December 31, 2016: Description Issuance Date Maturity Date Interest Rate March 31, 2017 December 31, Michael J. Doron July 8, 2015 September 8, 2015 8.0 % $ 2,500 $ 2,500 Charles C. Bream III July 8, 2015 September 8, 2015 8.0 % 2,500 2,500 Charles C. Bream III August 24, 2015 November 23, 2015 8.0 % 1,000 1,000 Charles C. Bream III August 1, 2016 September 30, 2016 8.0 % 10,000 10,000 Total $ 16,000 $ 16,000 Interest expense for notes payable-related party amounted to $316 and $298 for the quarter (3 months) ended March 31, 2017 and 2016.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2017
Notes Payable/ Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 8 – CONVERTIBLE NOTES PAYABLE The Company issued convertible notes payable. The outstanding balance and any accrued interest is due on maturity date or when the cash is available to repay the notes payable. Under the agreement, the notes 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. The Company’s convertible notes payable is as follows: Convertible Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at Balance at December 31, Note 1 October 2, 2014 December 31, 2015 7.0 % $ 100,000 $ 100,000 $ 100,000 Note 2 December 23, 2015 September 23, 2016 16.0 % $ 21,000 $ 21,000 $ 21,000 Total 121,000 121,000 Debt Discount - - Net balance $ 121,000 $ 121,000 The convertible notes with the maturity date that has matured at the time the financial statements are issued continued to accrue interest and no default penalties were incurred. The Company incurred $2,554 and $1,665 of interest expense for the quarter (3 months) ended March 31, 2017 and 2016. No convertible notes were converted as of March 31, 2017 and up to the date the financial statements are issued. 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. The following table represents fair value of embedded derivative movement from the date of issuance to December 31, 2016: Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at December 31, 2016 Note 1 – Issued in 2014 $ 70,334 $ (34,778 ) $ 35,556 Note 2 – Issued in 2015 $ 10,500 $ (17,800 ) $ 3,200 Total $ (52,578 ) $ 38,756 As a result of initial recording of derivative liability of $30,500 for convertible notes issued in 2015 with proceeds of $49,000 the Company recorded debt discount of $30,500 at the date of issuance of convertible note payable for issuances occurred in 2015. The Company accretes debt discount of $30,500 for convertible notes issued in 2015 and $70,334 for convertible note issued in 2014 over the life of the convertible note. 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 March 31, 2017: Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at March 31, 2017 Note 1 – Issued in 2014 $ 70,334 $ (37,001 ) $ 33,333 Note 2 – Issued in 2015 $ 21,000 $ (7,857 ) $ 13,143 Total $ (44,858 ) $ 46,476 The Company recorded accretion of $5,483 and $7,350 for the three months ended on March 31, 2017 and 2016 which is recorded as interest expense.

Provision for Income Taxes

Provision for Income Taxes	3 Months Ended
	Mar. 31, 2017
Provision for Income Taxes [Abstract]
PROVISION FOR INCOME TAXES	NOTE 9 – PROVISION FOR INCOME TAXES The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASB 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the period from August 28, 2013 (inception) to March 31, 2017, the Company recognized no income tax related interest and penalties. The Company had no accruals for income tax related interest and penalties at March 31, 2017.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2017
Stockholders' Deficit [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 10 - STOCKHOLDERS’ DEFICIT As of March 31, 2017, the Company had (i) 100,000,000 Common shares authorized with a par value of $.0001 per share, of which 51,411,443 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. On November 14, 2013, the Company consummated transactions pursuant to the Share Exchange Agreement with AGI dated November 14, 2013 by and among the Company and the stockholders of AGI whereby the 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 Common Stock

Restricted Common Shares and Wa

Restricted Common Shares and Warrants	3 Months Ended
	Mar. 31, 2017
Restricted Common Shares and Warrants [Abstract]
RESTRICTED COMMON SHARES AND WARRANTS	NOTE 11 – RESTRICTED COMMON SHARES AND WARRANTS In 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 stock that has been issued. a) A summary of the status of the Company’s restricted common shares is presented below: Shares Weighted Weighted Aggregate Outstanding at December 31, 2015 - - - Granted - - - Exercised - - - Forfeited or expired - - - Outstanding at December 31, 2016 - $ - N/A $ - Granted - - - Exercised - - - Forfeited or expired - - - Outstanding at March 31, 2017 - $ - N/A $ - Vested at March 31, 2017 - $ - N/A $ - b) The stock warrants issued in lieu of restricted common stock granted but not yet issued is presented below: Date Issued Exercise Price Number of Shares Weighted Average Remaining Contractual Life Expiration date May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,720,000 3.16 years May 27, 2020 May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.16 years May 27, 2020 June 16, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,000,000 3.21 years June 15, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.27 years July 7, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.27 years July 7, 2020 August 24, 2015 (Issued in lieu of restricted common stock) $ 0.011 10,000 3.40 years August 23, 2020 February 1, 2016 $ 0.003 3,000,000 3.84 years January 31,2021 February 1, 2016 $ 0.003 1,750,000 3.84 years January 31,2021 February 29, 2016 $ 0.004 50,000 3.92 years February 28, 2021 July 15, 2016 $ 0.03 1,500,000 4.29 years July 14, 2021 January 6, 2017 $ 0.03 1,750,000 4,77 years January 5, 2022 Total warrants at March 31, 2017 12,855,000 The initial fair value of the new warrants issued for services in 1 st rd The total 1,750,000 and 4.750,000 share of warrants for three months ended on March 31,2017 and 2016 were issued to a related party, 360 Partners.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 12 – COMMITMENTS AND CONTINGENCIES The Company is subject to various legal proceedings from time to time as part of its business. As of March 31,2017, 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.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	3 Months Ended
	Mar. 31, 2017
Restatement of Previously Issued Financial Statements [Abstract]
RESTATEMENT of PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 13 –RESTATEMENT of PREVIOUSLY ISSUED FINANCIAL STATEMENTS Subsequent to filing its Quarterly Report on Form 10-Q for the period ended March 31, 2017 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on May 22, 2017, Next Graphite, Inc. (the “Company”) determined that a account classification error occurred in its gain recognition of the sale of subsidiary for the period ended March 31, 2017. In accounting for the Company’s gain on the sale of 52% interest of subsidiary Gazania Investments Two Hundred and Forty Two (Proprietary) Limited for the period ended March 31, 2017, the Company reclass the deposit from investment into additional paid in capital which the joint venture partner fulfilled and achieved the certain milestone for the period ended March 31, 2017. Upon correcting for the previously used additional paid in capital, the Company should recognize the gain on the sales of subsidiary as income and has been $177,493 higher than previously reported. The Company has restated its previously issued financial statements as of and for the three months ended March 31, 2017, to correct the classification error related to gain on the sale of subsidiary. The impact of the restatements is reflected below for the periods indicated: Condensed Consolidated Balance Sheets As of March 31, 2017 As previously Reported Adjustment Restated ASSETS Current assets: Cash $ 9,485 $ - $ 9,485 Total current assets: 9,485 - 9,485 Total assets $ 9,485 $ - $ 9,485 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 419,859 $ - $ 419,859 Accrued interest payable 34,763 - 34,763 Note payable, net of debt discount $1,517 and $1,517, respectively 145,483 - 145,483 Note payable – related parties 16,000 - 16,000 Convertible note payable 121,000 - 121,000 Fair value of derivative liability - beneficial conversion feature 46,476 - 46,476 Deposit - - - Total current liabilities 783,581 - 783,581 Total liabilities 783,581 - 783,581 Stockholders’ deficit: Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding at March 31, 2017 and December 31, 2016. - - - Common stock authorized 100,000,000 shares, $.0001 par value, 51,411,443 shares issued and outstanding at March 31, 2017 and December 31, 2016. 5,141 - 5,141 Additional paid-in capital 4,401,221 (177,493 ) 4,223,728 Accumulated deficit (5,180,458 ) 177,493 (5,002,965 ) Total stockholders’ deficit (774,096 ) - (774,096 ) Total liabilities and stockholders’ deficit $ 9,485 $ - $ 9,485 Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2017 As Previously Report Adjustment Restated NET SALES $ - $ - $ - OPERATING EXPENSES: Professional fees 96,222 - 96,222 Selling, general, and administrative 10,191 - 10,191 Total Operating Expenses 106,413 - 106,413 Loss from operations (106,413 ) - (106,413 ) OTHER INCOME (EXPENSE): Other Income 1,775 - 1,775 Gain on the sale of subsidiary - 177,493 177,493 Interest expense (6,195 ) - (6,195 ) Changes in fair value of derivative (7,720 ) - (7,720 ) Total Other Income (Expenses), net (12,140 ) 177,493 165,353 NET INCOME/LOSS $ (118,553 ) $ 177,493 $ 58,940 NET INCOME/LOSS PER BASIC SHARES $ 0.00 $ - $ 0.00 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC 51,411,443 51,411,443 NET INCOME/(LOSS) PER DILUTED SHARES $ 0.00 $ - $ 0.00 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING –DILUTED $ 51,411,443 $ 15,648,651 $ 67,060,094 Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2017 As Previously Report Adjustment Restated Operating Activities: Net income/(loss) $ (118,553 ) $ 177,493 $ 58,940 Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Change in deposit balance 44,522 (222,015 ) (177,493 ) Stock based compensation 48,558 - 48,558 Interest expense – note payable 3,439 - 3,439 Interest expense – amortization of convertible note discount 2,554 - 2,554 Changes in fair value of convertible note 7,720 - 7,720 Accounts payable 11,946 - 11,946 Deposit - 44,522 44,522 Net cash provided by operating activities 186 - 186 Financing Activities: Proceeds from issuance of note payable - - - Net cash provided by financing activities - - - Net increase (decrease) in cash 186 - 186 Cash, Beginning of period 9,299 - 9,299 Cash, End of period $ 9,485 $ - $ 9,485 The adjustment column for the condensed consolidated financial statements includes the following changes as of March 31, 2017 and for the three months ended March 31, 2017. ● The balance sheet reflects no changes to total shareholders’ deficit. This is the result of a decrease of $177,493 to the additional paid-in capital at the end of the period and a $ 177,493 increase to the accumulated deficit. ● The statement of operations reflects an increase of net income by $177,493. This is made up of an increase in other income of $177,493 from the gain on the sales of subsidiary. ● The statement of cash flow reflects no change to net cash provided by operating activities. This is the result of an increase of $177,493 from the gain on the sales of subsidiary, $222,015 decrease to change in deposit balance and $44,522 increase to deposit balance for the three months ended March 31, 2017.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 –SUBSEQUENT EVENTS ASC 855, “Subsequent Events. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. During these periods, other than as set forth above, the Company did not have any material recognizable subsequent events required to be disclosed other than those disclosed in this note to the financial statements as of and for quarter ended March 31, 2017.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
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.
Revenue Recognition, Deferred Revenue and Customer Deposits	Revenue Recognition, Deferred Revenue and Customer Deposits The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” when persuasive evidence of an arrangement exists, the price is fixed or determinable, collection is reasonably assured and delivery of products has occurred or services have been rendered. The Company did not have product sales for the three months ended March 31, 2017 and 2016. Gain on the sales of subsidiary Gazania Investments Two Hundred Forty Two (Property) Ltd The Company received a customer deposit for potential usage of Company’s license in the amount of $177,493 and $132,971 as of March 31, 2017 and December 31, 2016, respectively. The Company recognize the amount of $177,493 as gain on sale of subsidiary by transferring 52% of interest to the joint venture party.
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 March 31, 2017, 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 $ - $ - $ 46,476 As of December 31, 2016, 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 $ - $ - $ 38,756
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-09, Compensation – Stock Compensation : Improvements to Employee Share-Based Payment Accounting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies [Abstract]
Schedule of fair value measured on recurring basis	Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 46,476 Description Level 1 Level 2 Level 3 Derivative liability $ - $ - $ 38,756

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Notes Payable/ Convertible Notes Payable [Abstract]
Schedule of notes payable	Issuance Date Maturity Date Interest March 31,2017 December 31,2016 February 10, 2015 February 9, 2016 7.0 % $ 24,000 $ 24,000 March 31, 2015 September 30, 2015 7.0 % 10,000 10,000 December 3, 2015 February 29, 2016 10.0 % 29,000 29,000 December 23, 2015 September 29, 2016 10.0 % 20,500 20,500 March 2, 2016 September 29, 2016 10.0 % 13,500 13,500 March 2, 2016 September 29, 2016 10.0 % 15,000 15,000 August 3, 2016 September 30, 2016 8.0 % 10,000 10,000 August 3, 2016 September 30, 2016 8.0 % 7,500 7,500 September 9, 2016 March 9, 2017 6.0 % 7,500 7,500 October 13, 2016 April 13, 2017 6.0 % 10,000 10,000 Total $ 147,000 $ 147,000 Original issuance discount (1,517 ) (1,517 ) Total $ 145,483 $ 145,483

Notes Payable - Related Party (

Notes Payable - Related Party (Tables)	3 Months Ended
	Mar. 31, 2017
Notes Payable - Related Party [Abstract]
Schedule of related party notes payable	Description Issuance Date Maturity Date Interest Rate March 31, 2017 December 31, Michael J. Doron July 8, 2015 September 8, 2015 8.0 % $ 2,500 $ 2,500 Charles C. Bream III July 8, 2015 September 8, 2015 8.0 % 2,500 2,500 Charles C. Bream III August 24, 2015 November 23, 2015 8.0 % 1,000 1,000 Charles C. Bream III August 1, 2016 September 30, 2016 8.0 % 10,000 10,000 Total $ 16,000 $ 16,000

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Notes Payable/ Convertible Notes Payable [Abstract]
Schedule of convertible notes payable	Convertible Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at Balance at December 31, Note 1 October 2, 2014 December 31, 2015 7.0 % $ 100,000 $ 100,000 $ 100,000 Note 2 December 23, 2015 September 23, 2016 16.0 % $ 21,000 $ 21,000 $ 21,000 Total 121,000 121,000 Debt Discount - - Net balance $ 121,000 $ 121,000
Schedule of fair value embedded derivative movement	Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at December 31, 2016 Note 1 – Issued in 2014 $ 70,334 $ (34,778 ) $ 35,556 Note 2 – Issued in 2015 $ 10,500 $ (17,800 ) $ 3,200 Total $ (52,578 ) $ 38,756 Embedded Derivative Liabilities Fair Value at Date of Issuance Changes in Fair Value Fair Value at March 31, 2017 Note 1 – Issued in 2014 $ 70,334 $ (37,001 ) $ 33,333 Note 2 – Issued in 2015 $ 21,000 $ (7,857 ) $ 13,143 Total $ (44,858 ) $ 46,476

Restricted Common Shares and 25

Restricted Common Shares and Warrants (Tables)	3 Months Ended
	Mar. 31, 2017
Restricted Common Shares and Warrants [Abstract]
Schedule of status of the Company's restricted common shares	Shares Weighted Weighted Aggregate Outstanding at December 31, 2015 - - - Granted - - - Exercised - - - Forfeited or expired - - - Outstanding at December 31, 2016 - $ - N/A $ - Granted - - - Exercised - - - Forfeited or expired - - - Outstanding at March 31, 2017 - $ - N/A $ - Vested at March 31, 2017 - $ - N/A $ -
Schedule of stock warrant issued	Date Issued Exercise Price Number of Shares Weighted Average Remaining Contractual Life Expiration date May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,720,000 3.16 years May 27, 2020 May 28, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.16 years May 27, 2020 June 16, 2015 (Issued in lieu of restricted common stock) $ 0.011 2,000,000 3.21 years June 15, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.27 years July 7, 2020 July 8, 2015 (Issued in lieu of restricted common stock) $ 0.011 25,000 3.27 years July 7, 2020 August 24, 2015 (Issued in lieu of restricted common stock) $ 0.011 10,000 3.40 years August 23, 2020 February 1, 2016 $ 0.003 3,000,000 3.84 years January 31,2021 February 1, 2016 $ 0.003 1,750,000 3.84 years January 31,2021 February 29, 2016 $ 0.004 50,000 3.92 years February 28, 2021 July 15, 2016 $ 0.03 1,500,000 4.29 years July 14, 2021 January 6, 2017 $ 0.03 1,750,000 4,77 years January 5, 2022 Total warrants at March 31, 2017 12,855,000

Restatement of Previously Iss26

Restatement of Previously Issued Financial Statements (Tables)	3 Months Ended
	Mar. 31, 2017
Restatement of Previously Issued Financial Statements [Abstract]
Schedule of Condensed Consolidated Balance Sheets	As of March 31, 2017 As previously Reported Adjustment Restated ASSETS Current assets: Cash $ 9,485 $ - $ 9,485 Total current assets: 9,485 - 9,485 Total assets $ 9,485 $ - $ 9,485 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 419,859 $ - $ 419,859 Accrued interest payable 34,763 - 34,763 Note payable, net of debt discount $1,517 and $1,517, respectively 145,483 - 145,483 Note payable – related parties 16,000 - 16,000 Convertible note payable 121,000 - 121,000 Fair value of derivative liability - beneficial conversion feature 46,476 - 46,476 Deposit - - - Total current liabilities 783,581 - 783,581 Total liabilities 783,581 - 783,581 Stockholders’ deficit: Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding at March 31, 2017 and December 31, 2016. - - - Common stock authorized 100,000,000 shares, $.0001 par value, 51,411,443 shares issued and outstanding at March 31, 2017 and December 31, 2016. 5,141 - 5,141 Additional paid-in capital 4,401,221 (177,493 ) 4,223,728 Accumulated deficit (5,180,458 ) 177,493 (5,002,965 ) Total stockholders’ deficit (774,096 ) - (774,096 ) Total liabilities and stockholders’ deficit $ 9,485 $ - $ 9,485
Schedule of Condensed Consolidated Statements of Operations	For the Three Months Ended March 31, 2017 As Previously Report Adjustment Restated NET SALES $ - $ - $ - OPERATING EXPENSES: Professional fees 96,222 - 96,222 Selling, general, and administrative 10,191 - 10,191 Total Operating Expenses 106,413 - 106,413 Loss from operations (106,413 ) - (106,413 ) OTHER INCOME (EXPENSE): Other Income 1,775 - 1,775 Gain on the sale of subsidiary - 177,493 177,493 Interest expense (6,195 ) - (6,195 ) Changes in fair value of derivative (7,720 ) - (7,720 ) Total Other Income (Expenses), net (12,140 ) 177,493 165,353 NET INCOME/LOSS $ (118,553 ) $ 177,493 $ 58,940 NET INCOME/LOSS PER BASIC SHARES $ 0.00 $ - $ 0.00 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC 51,411,443 51,411,443 NET INCOME/(LOSS) PER DILUTED SHARES $ 0.00 $ - $ 0.00 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING –DILUTED $ 51,411,443 $ 15,648,651 $ 67,060,094
Schedule of Condensed Consolidated Statements of Cash Flows	For the Three Months Ended March 31, 2017 As Previously Report Adjustment Restated Operating Activities: Net income/(loss) $ (118,553 ) $ 177,493 $ 58,940 Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Change in deposit balance 44,522 (222,015 ) (177,493 ) Stock based compensation 48,558 - 48,558 Interest expense – note payable 3,439 - 3,439 Interest expense – amortization of convertible note discount 2,554 - 2,554 Changes in fair value of convertible note 7,720 - 7,720 Accounts payable 11,946 - 11,946 Deposit - 44,522 44,522 Net cash provided by operating activities 186 - 186 Financing Activities: Proceeds from issuance of note payable - - - Net cash provided by financing activities - - - Net increase (decrease) in cash 186 - 186 Cash, Beginning of period 9,299 - 9,299 Cash, End of period $ 9,485 $ - $ 9,485

Organization (Details)

Organization (Details)	Nov. 14, 2013USD ($)ha$ / sharesshares	Sep. 30, 2015USD ($)	Mar. 31, 2017$ / shares	Dec. 31, 2016$ / shares
Organization (Textual)
Common stock, par value | $ / shares			$ 0.0001	$ 0.0001
Ownership percentage of subsidiary		10.00%	52.00%
Purchase price amount paid		$ 15,000
Share Exchange Agreement [Member]
Organization (Textual)
Share exchange, description	AGI Stockholders transferred 100% of the outstanding shares of common stock.
Newly issued AGI aggregate number of common stock | shares	8,980,047
Common stock, par value | $ / shares	$ 0.0001
Ownership percentage of subsidiary			100.00%
Share exchange agreement AGI stockholders transferred percentage	100.00%
Stock Purchase Option Agreement [Member]
Organization (Textual)
Options to purchase number of ordinary shares | shares	90
Ordinary shares par value, description	Ordinary shares, par value one Namibian dollar per share.
Issued and outstanding shares of Gazania percentage	90.00%
Value of issued and outstanding shares under option agreement	$ 240,000
Undivided interest rate	100.00%
License area | ha	49,127
Ownership percentage of subsidiary	90.00%
Share exchange agreement AGI stockholders transferred percentage	100.00%
Advance payment to purchase price of Gazania shares	$ 90,000
Purchase price amount paid	$ 150,000

Going Concern (Details)

Going Concern (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Going Concern (Textual)
Accumulated deficit	$ (5,002,965)	$ (5,061,905)

Summary of Significant Accoun29

Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 46,476	$ 38,756
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 46,476	$ 38,756

Summary of Significant Accoun30

Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2015
Summary of Significant Accounting Policies (Textual)
Customer deposit for potential usage	$ 177,493	$ 132,971
Gain on the sale of subsidiary	$ 177,493
Percentage of interest to joint venture party	52.00%		10.00%

Notes Payable (Details)

Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Total	$ 147,000	$ 147,000
Original issuance discount	(1,517)	(1,517)
Total	$ 145,483	$ 145,483
February 10, 2015 [Member]
Short-term Debt [Line Items]
Issuance Date	Feb. 10, 2015
Maturity Date	Feb. 9, 2016
Interest Rate	7.00%	7.00%
Total	$ 24,000	$ 24,000
March 31, 2015 [Member]
Short-term Debt [Line Items]
Issuance Date	Mar. 31, 2015
Maturity Date	Sep. 30, 2015
Interest Rate	7.00%	7.00%
Total	$ 10,000	$ 10,000
December 3, 2015 [Member]
Short-term Debt [Line Items]
Issuance Date	Dec. 3, 2015
Maturity Date	Feb. 29, 2016
Interest Rate	10.00%	10.00%
Total	$ 29,000	$ 29,000
December 23, 2015 [Member]
Short-term Debt [Line Items]
Issuance Date	Dec. 23, 2015
Maturity Date	Sep. 29, 2016
Interest Rate	10.00%	10.00%
Total	$ 20,500	$ 20,500
March 2, 2016 [Member]
Short-term Debt [Line Items]
Issuance Date	Mar. 2, 2016
Maturity Date	Sep. 29, 2016
Interest Rate	10.00%	10.00%
Total	$ 13,500	$ 13,500
March 2, 2016 [Member]
Short-term Debt [Line Items]
Issuance Date	Mar. 2, 2016
Maturity Date	Sep. 29, 2016
Interest Rate	10.00%	10.00%
Total	$ 15,000	$ 15,000
August 3, 2016 [Member]
Short-term Debt [Line Items]
Issuance Date	Aug. 3, 2016
Maturity Date	Sep. 30, 2016
Interest Rate	8.00%	8.00%
Total	$ 10,000	$ 10,000
August 3, 2016 [Member]
Short-term Debt [Line Items]
Issuance Date	Aug. 3, 2016
Maturity Date	Sep. 30, 2016
Interest Rate	8.00%	8.00%
Total	$ 7,500	$ 7,500
September 9, 2016 [Member]
Short-term Debt [Line Items]
Issuance Date	Sep. 9, 2016
Maturity Date	Mar. 9, 2017
Interest Rate	6.00%	6.00%
Total	$ 7,500	$ 7,500
October 13, 2016 [Member]
Short-term Debt [Line Items]
Issuance Date	Oct. 13, 2016
Maturity Date	Apr. 13, 2017
Interest Rate	6.00%	6.00%
Total	$ 10,000	$ 10,000

Notes Payable (Details Textual)

Notes Payable (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Notes Payable (Textual)
Interest expense for notes payable	$ 3,123	$ 11,142
Original issue discount	$ 1,517		$ 1,517

Notes Payable - Related Party33

Notes Payable - Related Party (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Total	$ 16,000	$ 16,000
Michael J. Doron [Member]
Short-term Debt [Line Items]
Issuance Date	Jul. 8, 2015
Maturity Date	Sep. 8, 2015
Interest Rate	8.00%	8.00%
Total	$ 2,500	$ 2,500
Charles C. Bream III [Member]
Short-term Debt [Line Items]
Issuance Date	Jul. 8, 2015
Maturity Date	Sep. 8, 2015
Interest Rate	8.00%	8.00%
Total	$ 2,500	$ 2,500
Charles C. Bream III [Member]
Short-term Debt [Line Items]
Issuance Date	Aug. 24, 2015
Maturity Date	Nov. 23, 2015
Interest Rate	8.00%	8.00%
Total	$ 1,000	$ 1,000
Charles C. Bream III [Member]
Short-term Debt [Line Items]
Issuance Date	Aug. 1, 2016
Maturity Date	Sep. 30, 2016
Interest Rate	8.00%	8.00%
Total	$ 10,000	$ 10,000

Notes Payable - Related Party34

Notes Payable - Related Party (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Notes Payable - Related Party (Textual)
Interest expense for related party notes payable	$ 316	$ 298

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Short-term Debt [Line Items]
Total	$ 121,000	$ 121,000
Debt Discount
Net balance	$ 121,000	121,000
Note 1 [Member]
Short-term Debt [Line Items]
Issuance Date	Oct. 2, 2014
Maturity Date	Dec. 31, 2015
Interest Rate	7.00%
Original Borrowing	$ 100,000
Total	$ 100,000	100,000
Note 2 [Member]
Short-term Debt [Line Items]
Issuance Date	Dec. 23, 2015
Maturity Date	Sep. 23, 2016
Interest Rate	16.00%
Original Borrowing	$ 21,000
Total	$ 21,000	$ 21,000

Convertible Notes Payable (De36

Convertible Notes Payable (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair value embedded derivation
Changes in Fair Value	$ (44,858)	$ (52,578)
Fair Value	46,476	38,756
Note 1 - Issued in 2014 [Member]
Fair value embedded derivation
Fair Value at Date of Issuance	70,334	70,334
Changes in Fair Value	(37,001)	(34,778)
Fair Value	33,333	35,556
Note 2 - Issued in 2015 [Member]
Fair value embedded derivation
Fair Value at Date of Issuance	21,000	10,500
Changes in Fair Value	(7,857)	(17,800)
Fair Value	$ 13,143	$ 3,200

Convertible Notes Payable (De37

Convertible Notes Payable (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Convertible Notes Payable (Textual)
Convertible discount rate	25.00%
Interest expense	$ 2,554	$ 1,665
Accretion expense	5,483	$ 7,350
Notes issued in 2015 [Member]
Convertible Notes Payable (Textual)
Derivative liability	30,500
Proceeds from issuance of debt	49,000
Debt discount original value	30,500
Accretes debt discount	30,500
Notes issued in 2014 [Member]
Convertible Notes Payable (Textual)
Accretes debt discount	$ 70,334

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)	Nov. 14, 2013	Mar. 31, 2017	Dec. 31, 2016
Stockholders' Deficit (Textual)
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, shares issued		51,411,443	51,411,443
Common stock, shares outstanding		51,411,443	51,411,443
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
Newly issued AGI aggregate number of common stock	8,980,047
Share Exchange Agreement [Member]
Stockholders' Deficit (Textual)
Common stock, par value	$ 0.0001
Share exchange agreement AGI stockholders transferred percentage	100.00%
President [Member] | Consulting Agreement [Member]
Stockholders' Deficit (Textual)
Newly issued AGI aggregate number of common stock		400,016
Common shares issued for services, value		$ 898
Director [Member] | Consulting Agreement [Member]
Stockholders' Deficit (Textual)
Newly issued AGI aggregate number of common stock		400,016
Common shares issued for services, value		$ 898

Restricted Common Shares and 39

Restricted Common Shares and Warrants (Details) - Restricted Stock [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Number of Shares Outstanding
Shares, Beginning balance outstanding
Shares, Granted
Shares, Exercised
Shares, Forfeited or expired
Shares, Ending balance outstanding
Shares, Vested
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning balance outstanding
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited or expired
Weighted Average Exercise Price, Ending balance outstanding
Weighted Average Exercise Price, Vested
Weighted Average Remaining Contractual Life (in Years)
Weighted Average Remaining Contractual Life (in Years) , Outstanding	0 years	0 years
Weighted Average Remaining Contractual Life (in Years) , Vested	0 years
Aggregate Intrinsic Value
Aggregate Intrinsic Value, Beginning balance outstanding
Aggregate Intrinsic Value, Granted
Aggregate Intrinsic Value, Exercised
Aggregate Intrinsic Value, Forfeited or expired
Aggregate Intrinsic Value, Ending balance outstanding
Aggregate Intrinsic Value, Vested

Restricted Common Shares and 40

Restricted Common Shares and Warrants (Details 1) - Warrant [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares	12,855,000
May 28, 2015 (Issued in lieu of restricted common stock) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	May 28, 2015
Exercise Price | $ / shares	$ 0.011
Number of Shares	2,720,000
Weighted Average Remaining Contractual Life	3 years 1 month 27 days
Expiration date	May 27, 2020
May 28, 2015 (Issued in lieu of restricted common stock) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	May 28, 2015
Exercise Price | $ / shares	$ 0.011
Number of Shares	25,000
Weighted Average Remaining Contractual Life	3 years 1 month 27 days
Expiration date	May 27, 2020
June 16, 2015 (Issued in lieu of restricted common stock) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Jun. 16, 2015
Exercise Price | $ / shares	$ 0.011
Number of Shares	2,000,000
Weighted Average Remaining Contractual Life	3 years 2 months 16 days
Expiration date	Jun. 15, 2020
July 8, 2015 (Issued in lieu of restricted common stock) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Jul. 8, 2015
Exercise Price | $ / shares	$ 0.011
Number of Shares	25,000
Weighted Average Remaining Contractual Life	3 years 3 months 8 days
Expiration date	Jul. 7, 2020
July 8, 2015 (Issued in lieu of restricted common stock) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Jul. 8, 2015
Exercise Price | $ / shares	$ 0.011
Number of Shares	25,000
Weighted Average Remaining Contractual Life	3 years 3 months 8 days
Expiration date	Jul. 7, 2020
August 24, 2015 (Issued in lieu of restricted common stock) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Aug. 24, 2015
Exercise Price | $ / shares	$ 0.011
Number of Shares	10,000
Weighted Average Remaining Contractual Life	3 years 4 months 24 days
Expiration date	Aug. 23, 2020
February 1, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Feb. 1, 2016
Exercise Price | $ / shares	$ 0.003
Number of Shares	3,000,000
Weighted Average Remaining Contractual Life	3 years 10 months 3 days
Expiration date	Jan. 31, 2021
February 1, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Feb. 1, 2016
Exercise Price | $ / shares	$ 0.003
Number of Shares	1,750,000
Weighted Average Remaining Contractual Life	3 years 10 months 3 days
Expiration date	Jan. 31, 2021
February 29, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Feb. 29, 2016
Exercise Price | $ / shares	$ 0.004
Number of Shares	50,000
Weighted Average Remaining Contractual Life	3 years 11 months 1 day
Expiration date	Feb. 28, 2021
July 15, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Jul. 15, 2016
Exercise Price | $ / shares	$ 0.03
Number of Shares	1,500,000
Weighted Average Remaining Contractual Life	4 years 3 months 15 days
Expiration date	Jul. 14, 2021
January 6, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance Date	Jan. 6, 2017
Exercise Price | $ / shares	$ 0.03
Number of Shares	1,750,000
Weighted Average Remaining Contractual Life	4 years 9 months 7 days
Expiration date	Jan. 5, 2022

Restricted Common Shares and 41

Restricted Common Shares and Warrants (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
Restricted Common Shares and Warrants (Textual)
Initial fair value of warrant for services	$ 48,558	$ 40,002	$ 5,449
Warrants issued to related party	1,750,000		4,750,000

Restatement of Previously Iss42

Restatement of Previously Issued Financial Statements (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 9,485	$ 9,299
Total current assets:	9,485	9,299
Total assets	9,485	9,299
Current liabilities:
Accounts payable	419,859	407,913
Accrued interest payable	34,763	28,770
Note payable, net of debt discount $1,517 and $1,517, respectively	145,483	145,483
Note payable - related parties	16,000	16,000
Convertible note payable	121,000	121,000
Fair value of derivative liability - beneficial conversion feature	46,476	38,756
Deposit		132,971
Total current liabilities	783,581	890,893
Total liabilities	783,581	890,893
Stockholders' deficit:
Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding at March 31, 2017 and December 31, 2016.
Common stock authorized 100,000,000 shares, $.0001 par value, 51,411,443 shares issued and outstanding at March 31, 2017 and December 31, 2016.	5,141	5,141
Additional paid-in capital	4,223,728	4,175,170
Accumulated deficit	(5,002,965)	(5,061,905)
Total stockholders' deficit	(774,096)	(881,594)
Total liabilities and stockholders' deficit	9,485	$ 9,299
As previously Reported [Member]
Current assets:
Cash	9,485
Total current assets:	9,485
Total assets	9,485
Current liabilities:
Accounts payable	419,859
Accrued interest payable	34,763
Note payable, net of debt discount $1,517 and $1,517, respectively	145,483
Note payable - related parties	16,000
Convertible note payable	121,000
Fair value of derivative liability - beneficial conversion feature	46,476
Deposit
Total current liabilities	783,581
Total liabilities	783,581
Stockholders' deficit:
Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding at March 31, 2017 and December 31, 2016.
Common stock authorized 100,000,000 shares, $.0001 par value, 51,411,443 shares issued and outstanding at March 31, 2017 and December 31, 2016.	5,141
Additional paid-in capital	4,401,221
Accumulated deficit	(5,180,458)
Total stockholders' deficit	(774,096)
Total liabilities and stockholders' deficit	9,485
Adjustment [Member]
Current assets:
Cash
Total current assets:
Total assets
Current liabilities:
Accounts payable
Accrued interest payable
Note payable, net of debt discount $1,517 and $1,517, respectively
Note payable - related parties
Convertible note payable
Fair value of derivative liability - beneficial conversion feature
Deposit
Total current liabilities
Total liabilities
Stockholders' deficit:
Preferred stock authorized 25,000,000 shares, $.0001 par value, no shares issued and outstanding at March 31, 2017 and December 31, 2016.
Common stock authorized 100,000,000 shares, $.0001 par value, 51,411,443 shares issued and outstanding at March 31, 2017 and December 31, 2016.
Additional paid-in capital	(177,493)
Accumulated deficit	177,493
Total stockholders' deficit
Total liabilities and stockholders' deficit

Restatement of Previously Iss43

Restatement of Previously Issued Financial Statements (Parenthetical) (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Restatement of Previously Issued Financial Statements [Abstract]
Note payable, net of debt discount	$ 1,517	$ 1,517
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	51,411,443	51,411,443
Common stock, shares outstanding	51,411,443	51,411,443

Restatement of Previously Iss44

Restatement of Previously Issued Financial Statements (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Error Corrections and Prior Period Adjustments Restatement [Line Items]
NET SALES
OPERATING EXPENSES:
Professional fees	96,222	112,996
Selling, general, and administrative	10,191	8,151
Total Operating Expenses	106,413	121,147
Loss from operations	(106,413)	(121,147)
OTHER INCOME (EXPENSE):
Other Income	1,775
Gain on the sale of subsidiary	177,493
Interest expense	(6,195)	(18,492)
Changes in fair value of derivative	(7,720)	(161,129)
Total Other Income (Expenses), net	165,353	(179,621)
NET INCOME/LOSS	$ 58,940	$ (300,768)
NET INCOME/LOSS PER BASIC SHARES	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC	51,411,443	74,723,843
NET INCOME/(LOSS) PER DILUTED SHARES	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -DILUTED	67,060,094	74,723,843
As previously Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
NET SALES
OPERATING EXPENSES:
Professional fees	96,222
Selling, general, and administrative	10,191
Total Operating Expenses	106,413
Loss from operations	(106,413)
OTHER INCOME (EXPENSE):
Other Income	1,775
Gain on the sale of subsidiary
Interest expense	(6,195)
Changes in fair value of derivative	(7,720)
Total Other Income (Expenses), net	(12,140)
NET INCOME/LOSS	$ (118,553)
NET INCOME/LOSS PER BASIC SHARES	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC	51,411,443
NET INCOME/(LOSS) PER DILUTED SHARES	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -DILUTED	51,411,443
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
NET SALES
OPERATING EXPENSES:
Professional fees
Selling, general, and administrative
Total Operating Expenses
Loss from operations
OTHER INCOME (EXPENSE):
Other Income
Gain on the sale of subsidiary	177,493
Interest expense
Changes in fair value of derivative
Total Other Income (Expenses), net	177,493
NET INCOME/LOSS	$ 177,493
NET INCOME/LOSS PER BASIC SHARES
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC
NET INCOME/(LOSS) PER DILUTED SHARES
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -DILUTED	15,648,651

Restatement of Previously Iss45

Restatement of Previously Issued Financial Statements (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities:
Net income/(loss)	$ 58,940	$ (300,768)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in deposit balance	(177,493)
Stock based compensation	48,558	5,449
Interest expense - note payable	3,439	11,142
Interest expense - amortization of convertible note discount	2,554	7,350
Changes in fair value of convertible note	7,720	161,129
Accounts payable	11,946	88,565
Deposit	44,522
Net cash provided by operating activities	186	(27,133)
Financing Activities:
Proceeds from issuance of note payable		26,983
Net cash provided by financing activities		26,983
Net increase (decrease) in cash	186	(150)
Cash, Beginning of period	9,299	15,563
Cash, End of period	9,485	$ 15,413
As previously Reported [Member]
Operating Activities:
Net income/(loss)	(118,553)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in deposit balance	44,522
Stock based compensation	48,558
Interest expense - note payable	3,439
Interest expense - amortization of convertible note discount	2,554
Changes in fair value of convertible note	(7,720)
Accounts payable	11,946
Deposit
Net cash provided by operating activities	186
Financing Activities:
Proceeds from issuance of note payable
Net cash provided by financing activities
Net increase (decrease) in cash	186
Cash, Beginning of period	9,299
Cash, End of period	9,485
Adjustment [Member]
Operating Activities:
Net income/(loss)	177,493
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in deposit balance	(222,015)
Stock based compensation
Interest expense - note payable
Interest expense - amortization of convertible note discount
Changes in fair value of convertible note
Accounts payable
Deposit	44,522
Net cash provided by operating activities
Financing Activities:
Proceeds from issuance of note payable
Net cash provided by financing activities
Net increase (decrease) in cash
Cash, Beginning of period
Cash, End of period

Restatement of Previously Iss46

Restatement of Previously Issued Financial Statements (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Restatement of Previously Issued Financial Statements (Textual)
Sale of interest of subsidiary, percentage	52.00%
Additional paid-in capital	$ 4,223,728		$ 4,175,170
Accumulated deficit	(5,002,965)		$ (5,061,905)
Net income	58,940	$ (300,768)
Gain on the sale of subsidiary	177,493
Change in deposit balance	(177,493)
Deposit	44,522
Adjustment [Member]
Restatement of Previously Issued Financial Statements (Textual)
Additional paid-in capital	(177,493)
Accumulated deficit	177,493
Net income	177,493
Gain on the sale of subsidiary	177,493
Change in deposit balance	(222,015)
Deposit	$ 44,522