Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | May 08, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | CANNA Corp | |
Entity Central Index Key | 0001582962 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 239,062,949 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Incorporation State Country Code | CO | |
Entity File Number | 333-199452 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 4,439 | $ 7,034 |
Assets held-for-sale | 1,455,047 | 1,590,992 |
Total current assets | 1,459,486 | 1,598,026 |
Total assets | 1,459,486 | 1,598,026 |
Current liabilities: | ||
Accrued interest | 40,607 | 28,595 |
Accrued interest - related party | 18,783 | 14,798 |
Derivative liability | 3,316,596 | 2,296,080 |
Convertible notes payable, net of discounts of $266,197 and $418,314 | 502,885 | 291,686 |
Convertible notes payable - related party, net of discounts of $0 and $12,126 | 57,154 | 45,028 |
Related party loans | 349,254 | 340,527 |
Liabilities held-for-sale | 2,345,861 | 1,534,235 |
Total current liabilities | 6,631,140 | 4,550,949 |
Total liabilities | 6,631,140 | 4,550,949 |
Mezzanine Equity | ||
Series A Convertible Preferred stock: $0.0001 par value: 1,000,000 shares authorized: 803,000 and 953,000 shares issued and outstanding at June 30, 2019 and at December 31, 2018 respectively | 105,300 | 120,300 |
Shareholders' deficit | ||
Preferred stock other designations: $0.0001 par value: 10,000,000 shares authorized: 0 and 0 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | ||
Common stock: $0.0001 par value: 350,000,000 shares authorized: 226,965,896 and 59,803,654 shares issued and outstanding at June 30, 2019 and December 31, 2018 respectively | 22,696 | 5,980 |
Additional Paid-in Capital | 2,713,159 | 1,131,837 |
Accumulated deficit | (7,281,193) | (3,905,831) |
Total Canna Corporation shareholders' deficit | (4,545,338) | (2,768,014) |
Non-Controlling interest | (731,616) | (305,209) |
Total shareholders' deficit | (5,276,954) | (3,073,223) |
Total liabilities and shareholders' deficit | $ 1,459,486 | $ 1,598,026 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Unamortized discounts on convertible notes | $ 266,197 | $ 418,314 |
Unamortized discounts on convertible notes related party | $ 0 | $ 12,126 |
Preferred stock authorized | 10,000,000 | 10,000,000 |
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common stock authorized | 350,000,000 | 350,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock issued | 226,965,896 | 59,803,654 |
Common stock outstanding | 226,965,896 | 59,803,654 |
Series A Preferred Stock [Member] | ||
Series A Convertible Preferred stock par value | $ 0.0001 | $ 0.0001 |
Series A Convertible Preferred stock authorized | 1,000,000 | 1,000,000 |
Series A Convertible Preferred stock issued | 803,000 | 953,000 |
Series A Convertible Preferred stock outstanding | 803,000 | 953,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operation (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING EXPENSE | ||||
General and administrative expenses | $ 116,756 | $ 15,648 | $ 136,317 | $ 53,948 |
Total operating expense | 116,756 | 15,648 | 136,317 | 53,948 |
Loss from operations | (116,756) | (15,648) | (136,317) | (53,948) |
OTHER INCOME (EXPENSES) | ||||
Interest expense and amortization of debt discount | (431,982) | (68,359) | (1,059,113) | (349,143) |
Change in fair value of derivative liability | (1,145,795) | (557,463) | (1,460,364) | 3,614,566 |
Fixed assets write-off | (498) | |||
Gain (loss) on extinguishment of debt | (198,403) | 137,054 | ||
Subscription receivable write-off | (250) | (250) | ||
Total other income (expense) | (1,577,777) | (626,072) | (2,717,880) | 3,401,729 |
Income (loss) from continuing operation | (1,694,533) | (641,720) | (2,854,197) | 3,347,781 |
Loss from discontinued operation | (8,962) | (947,572) | ||
NET INCOME (LOSS) | (1,703,495) | (641,720) | (3,801,769) | 3,347,781 |
Less: loss attributable to non-controlling interest | (4,032) | (426,407) | ||
Net income (loss) attributable to Canna Corporation shareholders | $ (1,699,463) | $ (641,720) | $ (3,375,362) | $ 3,347,781 |
Net income (loss) per share applicable to common stockholders - basic | $ (0.01) | $ (0.01) | $ (0.02) | $ 0.10 |
Income (loss) from continuing operation per share applicable to common stockholders - basic | (0.01) | (0.01) | (0.02) | 0.10 |
Loss from discontinued operation per share applicable to common stockholders - basic | 0 | 0 | 0 | 0 |
Net income (loss) per share applicable to common stockholders - diluted | (0.01) | (0.01) | (0.02) | 0 |
Income (loss) from continuing operation per share applicable to common stockholders - diluted | (0.01) | (0.01) | (0.02) | 0 |
Loss from discontinued operation per share applicable to common stockholders - diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding - basic | 226,965,896 | 42,787,728 | 175,835,076 | 33,852,073 |
Weighted average number of common shares outstanding - diluted | 226,965,896 | 42,787,728 | 175,835,076 | 1,000,914,420 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital | Accumulated Deficit | Non-controlling Interest | Total |
BALANCE, beginning at Dec. 31, 2017 | $ 392 | $ 605,615 | $ (5,222,959) | $ (4,616,952) | |
BALANCE, beginning shares at Dec. 31, 2017 | 3,915,769 | ||||
Cancellation of common shares | $ (16) | (2,324) | (2,340) | ||
Cancellation of common shares, shares | (156,000) | ||||
Issuance of common shares for conversion of debt | $ 27 | 47,320 | 47,347 | ||
Issuance of common shares for conversion of debt, shares | 265,902 | ||||
Issuance of common shares for conversion of preferred stock | $ 3,700 | 3,700 | |||
Issuance of common shares for conversion of preferred stock, shares | 37,000,000 | ||||
Net Income (loss) | 3,989,500 | 3,989,500 | |||
BALANCE, ending at Mar. 31, 2018 | $ 4,103 | 650,611 | (1,233,459) | (578,745) | |
BALANCE, ending shares at Mar. 31, 2018 | 41,025,671 | ||||
BALANCE, beginning at Dec. 31, 2017 | $ 392 | 605,615 | (5,222,959) | (4,616,952) | |
BALANCE, beginning shares at Dec. 31, 2017 | 3,915,769 | ||||
Net Income (loss) | 3,347,781 | ||||
BALANCE, ending at Jun. 30, 2018 | $ 4,376 | 668,238 | (1,875,179) | (1,202,565) | |
BALANCE, ending shares at Jun. 30, 2018 | 43,758,204 | ||||
BALANCE, beginning at Mar. 31, 2018 | $ 4,103 | 650,611 | (1,233,459) | (578,745) | |
BALANCE, beginning shares at Mar. 31, 2018 | 41,025,671 | ||||
Issuance of common shares for conversion of debt | $ 23 | 17,627 | 17,650 | ||
Issuance of common shares for conversion of debt, shares | 232,533 | ||||
Subscription receivable write-off | $ 250 | 250 | |||
Subscription receivable write-off, shares | 2,500,000 | ||||
Net Income (loss) | (641,720) | (641,720) | |||
BALANCE, ending at Jun. 30, 2018 | $ 4,376 | 668,238 | (1,875,179) | (1,202,565) | |
BALANCE, ending shares at Jun. 30, 2018 | 43,758,204 | ||||
BALANCE, beginning at Dec. 31, 2018 | $ 5,980 | 1,131,837 | (3,905,831) | (305,209) | $ (3,073,223) |
BALANCE, beginning shares at Dec. 31, 2018 | 59,803,654 | 59,803,654 | |||
Issuance of common shares for convertible debt and resolution of derivative liabilities | $ 1,716 | 1,581,322 | $ 1,583,038 | ||
Issuance of common shares for convertible debt and resolution of derivative liabilities | 17,162,242 | ||||
Issuance of common shares for conversion of preferred stock | $ 15,000 | 15,000 | |||
Issuance of common shares for conversion of preferred stock, shares | 150,000,000 | ||||
Net Income (loss) | (1,675,899) | (422,375) | (2,098,274) | ||
BALANCE, ending at Mar. 31, 2019 | $ 22,696 | 2,713,159 | (5,581,730) | (727,584) | (3,573,459) |
BALANCE, ending shares at Mar. 31, 2019 | 226,965,896 | ||||
BALANCE, beginning at Dec. 31, 2018 | $ 5,980 | 1,131,837 | (3,905,831) | (305,209) | $ (3,073,223) |
BALANCE, beginning shares at Dec. 31, 2018 | 59,803,654 | 59,803,654 | |||
Net Income (loss) | $ (3,801,769) | ||||
BALANCE, ending at Jun. 30, 2019 | $ 22,696 | 2,713,159 | (7,281,193) | (731,616) | $ (5,276,954) |
BALANCE, ending shares at Jun. 30, 2019 | 226,965,896 | 226,965,896 | |||
BALANCE, beginning at Mar. 31, 2019 | $ 22,696 | 2,713,159 | (5,581,730) | (727,584) | $ (3,573,459) |
BALANCE, beginning shares at Mar. 31, 2019 | 226,965,896 | ||||
Net Income (loss) | (1,699,463) | (4,032) | (1,703,495) | ||
BALANCE, ending at Jun. 30, 2019 | $ 22,696 | $ 2,713,159 | $ (7,281,193) | $ (731,616) | $ (5,276,954) |
BALANCE, ending shares at Jun. 30, 2019 | 226,965,896 | 226,965,896 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash-Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ (3,375,362) | $ 3,347,781 |
Loss from dicontinued operations | 947,572 | |
Loss from continuing operations | (2,854,197) | 3,347,781 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Fixed assets written off | 498 | |
(Gain) loss on extinguishment of debt | 198,403 | (137,054) |
Amortization of debt discount | 1,011,433 | 216,472 |
Change in fair value of derivative liability | 1,460,364 | (3,614,566) |
Subscription receivable write-off | 250 | |
Change in operating assets and liabilities: | ||
Accrued interest | 47,675 | 132,671 |
Net cash used in operating activities - continuing operations | (136,322) | (53,948) |
Net cash used in operating activities - discontinued operations | (322,902) | |
Net cash used in operating activities | (459,224) | (53,948) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used in investing activities - continuing operations | ||
Net cash used in investing activities - discontinued operations | (103,805) | |
Net cash used in investing activities | (103,805) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 125,000 | |
Proceeds from related party loans | 28,727 | 54,401 |
Repayment of related party loans | (20,000) | |
Net cash provided by financing activities - continuing operations | 133,727 | 54,401 |
Net cash provided by financing activities - discontinued operations | 250,394 | |
Net cash provided by financing activities | 384,121 | 54,401 |
NET CHANGE IN CASH | (178,908) | 453 |
CASH, beginning of period - continuing operation | 7,034 | |
Cash, beginning of period - discontinued operation | 176,313 | |
CASH, end of period - continuing operation | 4,439 | 453 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Issuance of shares of common stock for conversion of debt | 1,583,038 | 64,997 |
Issuance of shares of common stock for conversion of preferred stock | 15,000 | 3,700 |
Derivative liabilities recognized as debt discounts | 847,190 | |
Cancellation of common shares | 2,340 | |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for income taxes | ||
Cash paid for interest |
NATURE OF ORGANIZATION
NATURE OF ORGANIZATION | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF ORGANIZATION | NOTE l: NATURE OF ORGANIZATION Canna Corporation (the "Company") was initially a Florida Corporation incorporated on July 29, 2013, established to manufacture and distribute high-quality, hand rolled, premium cigars under the Rich Cigars brand name. The Company had branded custom cigars to be sold via the internet and through retail locations. The Company's primary operations are currently through Northway Mining, LLC as a data center for third parties’ cryptomining processes located in New York State, in which the Company has a majority interest (55%) acquired on August 1, 2018. Management intends to conduct our business principally in the U.S. Northway Mining, LLC’s (“NWM”) core business is providing hosting and security services for third parties’ cryptomining processes, including continuous camera recording, night-vision, motion activation, and automatic text notification to onsite staff. In November 2017, the Company underwent a change in control and became a Colorado corporation. As a result of this change, the Company changed the business name to Intercontinental Technology, Inc. in order to reflect a change in the Company's direction and overall strategy. The Company's strategic direction was to focus on the acquisition, development, and marketing of proprietary patented products that are readily marketable internationally, and at the same time, entering the business of cryptocurrency mining by the ownership of multiple cryptocurrency mining machines. On December 26, 2017, the Company completed a reorganization. Rich Cigars, Inc., having been renamed to RCGR SUB, Inc., became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, First Intercontinental Technology, Inc. First Intercontinental Technology, Inc. was then considered the parent and is now the public entity. Additionally, another Delaware corporation was formed, Intercontinental Services, Inc. As of the effective date of the merger, all outstanding shares of common stock and preferred stock of Rich Cigars, Inc. were automatically converted into identical shares of common stock or preferred stock in the parent on a one-for-one basis. On February 16, 2018, the Company's Board of Directors voted to annul and vitiate the series of transactions in Delaware by filing certificates of correction with Delaware's Secretary of State. On February 21, 2018, the Company amended and restated the Articles of incorporation in order to change the Company's name to Mining Power Group, Inc. On April 4, 2019, the Company effected a name change in the State of Colorado from Mining Power Group, Inc. to “Canna Corporation” in preparation for a refocus of its business plan. Similarly, the name change was filed in the State of Florida, where the Company’s headquarters are located. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2019 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 2: GOING CONCERN These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. As of June 30, 2019, the Company has an accumulated deficit of $7,281,193 since inception. This raises substantial doubt about the Company's ability to continue as a going concern. The extent of the impact of the coronavirus ("COVID-19") outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected. Management's plans include raising capital through the equity markets to fund operations and eventually generate revenue through its business; however, there can be no assurance that the Company will be successful in such activities. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3: DISCONTINUED OPERATIONS As of June 30, 2019, the Company was under ongoing negotiation to transfer Northway Mining, LLC to a related party, who at the time of filing this 10Q was no longer a related party. Due to the foregoing, on July 1, 2019, the Company entered into certain Membership Interest Transfer Agreement and announced a change in the strategic focus by not continuing the cryptocurrency business unit. As a result of this shift, the Company has disclosed in the financials as Assets held-for-sale the amount of $1,455,047 and Liabilities held-for-sale in the amount of $ 2,345,861 reorganizing a cessation of its business operations for Northway Mining, LLC, in accordance with Accounting Standards Codification (ASC) 205-20, Discontinued Operations. As such, the historical results of Northway Mining, LLC, have been classified as discontinued operations. As of December 31, 2018, assets of discontinued operations consisted of property and equipment, cash and other assets, totals $1,590,992. As of December 31, 2018, liabilities of discontinued operations consisted of accounts payable and loans total $1,534,235. Assets and liabilities held-for-sale as of June 30, 2019 and December 31,2018 consisted of the following: June 30, December 31, 2019 2018 Assets held-for-sale Cash and cash equivalents $ — $ 176,313 Cryptocurrency — 6,189 Property and equipment, net 1,455,047 1,408,490 Total $ 1,455,047 $ 1,590,992 Liabilities held-for-sale Current liabilities: Accounts payable $ 301,548 $ 58,628 Checks drawn in excess of bank balance 9,139 27,793 Accrued expenses 5,080 5,080 Payroll liabilities 7,519 7,707 Related party loans 359,114 20,001 Auto loans 44,256 45,950 Loans payable - net of discounts $0 and $180,085 1,363,843 1,010,714 Deferred revenue 255,362 275,362 Contingent liability — 83,000 Total $ 2,345,861 $ 1,534,235 Results of the discontinued operations for the three months and six months ended June 30, 2019 and 2018 are: Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 REVENUES $ — $ — $ 10,392 $ — COST OF SALES — — 436,403 — GROSS PROFIT — — (426,011 ) — General and administrative expenses 40,416 — 124,068 — Depreciation expense 28,783 — 57,248 — Total operating expense 69,199 — 181,316 — Loss from operations (69,199 ) — (607,327 ) — OTHER INCOME (EXPENSES) Interest expense and amortization of debt discount (83,667 ) — (477,960 ) — Impairment loss on cryptocurrency — — (6,189 ) — Gain on extinguishment of debt 143,904 — 143,904 — Total other income (expense) 60,237 — (340,245 ) — Loss from discontinued operations $ (8,962 ) $ — $ (947,572 ) $ — The following table provides supplemental cash flow information related to discontinued operations: Six Month Ended June 30, 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Loss from discontinued operation $ (947,572 ) Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation: Gain on extinguishment of debt (143,904 ) Amortization of debt discount 207,040 Depreciation expense 57,248 Impairment loss on cryptocurrency 6,189 Default penalty interest 270,920 Change in operating assets and liabilities: Accounts payable and accrued expenses 247,365 Payroll liability (188 ) Deferred revenue (20,000 ) Net cash used in operating activities - discontinued operations (322,902 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for fixed assets acquisition (103,805 ) Net cash used in investing activities - discontinued operations (103,805 ) CASH FLOWS FROM FINANCING ACTIVITIES Bank overdraft (18,654 ) Proceeds from notes payable 112,400 Repayment of notes payable (65,506 ) Proceeds from related party loans 307,134 Repayment of related party loans (83,286 ) Repayment of auto loan (1,694 ) Net cash provided by financing activities - discontinued operations 250,394 |
SUMMARY OF SIGNIFICANT ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES | NOTE 4: SUMMARY OF SIGNIFICANT ACCOUNT POLICIES Principles of Consolidation The accompanying consolidated financial statements of Canna Corporation include its majority owned subsidiary Northway Mining, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements include the accounts of Canna Corporation and its subsidiary Northway Mining, LLC, which are controlled and owned 55% by Canna Corporation. All of the equity interests in Northway Mining not held by the Company are reflected as non-controlling interests. In the consolidated statements of operations, we allocate net income (loss) attributable to non-controlling interests to arrive at net income (loss) attributable to the Company. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on June 17, 2019. The Company has elected a December 31 fiscal year-end. Use of Estimates The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") in the United States of America requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company’s long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Cash and Cash Equivalents The Company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash in the amount of $4,439 and $183,347 as of June 30, 2019 and December 31, 2018, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. The Company has net $0 in accounts receivable at June 30, 2019 and December 31, 2018. Cryptocurrencies The Company receives cryptocurrencies from its customers as a form of payment and converts them into cash in less than 3 months from receipt. The Company accounts for its cryptocurrencies as indefinite-lived intangible assets at historical cost less impairment in accordance with ASC 350 Intangibles - Goodwill and Other. During the six months ended June 30, 2019 and 2018, the Company recorded impairment losses of $6,189 and $0, respectively, resulting in cryptocurrency balances of $0 and $6,189 as of June 30, 2019 and December 31, 2018, respectively. Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets. Fixed Asset Estimated Useful Life (Years) Building 39 Improvements 5 Furniture and office equipment 5 Computer Equipment 5 Vehicles 5 Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. During the six months ended June 30, 2019 and 2018, the Company purchased $103,805 and $0, respectively, of fixed assets, wrote off $0 and $498, respectively, of fixed assets, and recorded $57,248 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,455,047 and $1,408,490 at June 30, 2019 and December 31, 2018, respectively, which are reflected as assets held-for-sale and discontinued operations (Note 3) in the accompanying financial statements as follows: Description Total Acquisition Cost Span of Life (years) Depreciation Net Value June 30, 2019 Accumulated as of December 31, 2018 Dep Exp 2019 Q1 Dep Exp 2019 Q2 Accumulated as of June 30, 2019 Computer Equipment $ 8,990 5 543 480 487 $ 1,510 $ 7,480 Improvements 196,390 5 11,676 9,685 9,793 $ 31,154 $ 165,236 Office Equipment & Furniture 2,882 5 90 142 144 $ 376 $ 2,506 Pods 185,996 5 5,289 9,172 9,274 $ 23,735 $ 162,261 Real Estate - Land 102,218 — — — — $ — $ 102,218 Real Estate - Building 982,682 39 968 6,203 6,272 $ 13,443 $ 969,239 Vehicle 56,435 5 4,731 2,783 2,814 $ 10,328 $ 46,107 Total $ 1,535,592 $ 23,297 $ 28,465 $ 28,783 $ 80,545 $ 1,455,047 Deferred revenue The Company recognizes revenue for subscription hosting service sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. As of June 30, 2019 and December 31, 2018, the balances of deferred revenue were $255,362 and $275,362, respectively. The decreased amount is a result of $20,000 refunded to a customer. No services were performed to clients during the six months ended June 30, 2019 related to the deferred revenue, which is included in liabilities held-for-sale (Note 3). Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC 470-20 Debt with Conversion and Other Options. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion features. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and, further, if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black Scholes option-pricing model. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability. U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in markets that are not active; ● inputs other than quoted prices that are observable for the asset or liability; and ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of June 30, 2019 and December 31, 2018, approximates the fair value due to their short-term nature. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and June 30, 2019: Level 1 Level 2 Level 3 Total Derivative Liability December 31, 2018 $ — $ — $ 2,296,080 $ 2,296,080 June 30, 2019 $ — $ — $ 3,316,596 $ 3,316,596 The Company reflects the fair value for liabilities using the Black Scholes pricing model. The following chart discloses the estimated fair values for the Company’s derivative financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto: Derivative Liability Reconciliation June 30, 2019 December 31, 2018 Balance beginning of the period $ 2,296,080 $ 4,454,993 Derivative liability additions associated with convertible debt 847,190 5,840,449 Derivative liability reductions due to conversions or settlement of underlying debt (1,287,038 ) 560,945 Change in Fair Value 1,460,364 (8,560,307 ) Ending Balance $ 3,316,596 $ 2,296,080 Revenue Recognition Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2014-09, “Revenue from Contracts with Customers,” (“Topic 606”) which provides a principles-based, five-step approach to measure and recognize revenue from contracts with customers. Revenue is recognized when the following criteria are met: ● Identification of the contract, or contracts, with a customer ; ● Identification of the performance obligations in the contract ; ● Determination of the transaction price ; ● Allocation of the transaction price to the performance obligations in the contract ; and ● Recognition of revenue when, or as, we satisfy performance obligation . The adoption of this guidance did not have a material impact on the Company’s consolidated statements of operations, cash flows, shareholders’ equity (deficit), or balance sheets as of the adoption date. The Company did not generate any revenues during the six months ended June 30, 2019. Revenues generated during the six months ended June 30, 2018 totaled $10,392 and were included in net loss from discontinued operations in the accompanying statements of operations (Note 3). We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and fees. If applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company's assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. The Company files income tax returns in the United States, New York and Florida, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company's federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states. Management has evaluated tax positions in accordance with ASC 740, Income Taxes, Earnings Per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') Six Months Ended June 30 2019 2018 Continuing Operations Numerator Net income (loss) from continuing operations, net of tax $ (2,854,197 ) $ 3,347,781 Denominator Weighted average common shares outstanding, basic 175,835,076 33,852,073 Convertible preferred stock — 963,000,000 Convertible promissory notes — 4,062,347 Weighted average common shares outstanding, diluted 175,835,076 1,000,914,420 Basic EPS from continuing operations $ (0.02 ) $ 0.10 Diluted EPS from continuing operations $ (0.02 ) $ 0.00 Discontinued Operations Numerator Income (loss) from discountinued operations, net of tax (947,572 ) — Less: Income (loss) attributable to noncontrolling interest, net of tax (426,407 ) — Income (loss) available to common stockholders (521,165 ) — Denominator Weighted average common shares outstanding, basic 175,835,076 33,852,073 Convertible preferred stock — 963,000,000 Convertible promissory notes — 4,062,347 Weighted average common shares outstanding, diluted 175,835,076 1,000,914,420 Basic EPS from discontinued operations $ (0.00 ) $ 0.00 Diluted EPS from discontinued operations $ (0.00 ) $ 0.00 For the three and six months ended June 30, 2019 and three months ended June 30, 2018, the convertible instruments, consisting of 173,835,076 and 1,000,914,420 common shares into which our outstanding convertible preferred stock and convertible promissory notes, respectively, are convertible, are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5: NOTES PAYABLE Convertible Notes Payable Power Up Lending Group, LTD On May 30, 2017, the Company entered into a convertible advance with Power Up Lending Group, LTD. The advance, with a face value of $38,000, bore interest at 12% per annum and was payable on March 5, 2018. The note was issued at a 7% discount, resulting in net proceeds received after issuance costs and fees of $35,000. Additionally, the note was convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 60% multiplied by the lowest price of the common shares for the 15 trading prior to which the Notice of Conversion was received. During the year ended December 31, 2018, the noteholder converted $50,858 of principal and interest into common stock, resulting in $0 and $2,387 in principal and interest as of June 30, 2019 and December 31, 2018, respectively. The value of the conversion feature was assigned to the derivative liability. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $9,252. Eagle Equities LLC During 2018, the Company entered into three notes with Eagle Equities LLC. The notes are convertible at the holder’s discretion into shares of the Company’s common stock based on a conversion formula of 60% multiplied by the lowest price of the common shares for the 15 day trading period prior to which the Notice of Conversion is received. In the event the Company experiences a DTC Chill on its shares, the Conversion Price shall be decreased to 50% instead of 60% while that chill is in effect. In accordance with ASC 835-30-45, Interest, the Company records the fees, costs, and original issue discount as reduction of the carrying amount of the debt and amortizes the balances over the life of the debt instrument. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. The conversion formula created an embedded derivative conversion feature for each note. The notes are summarized as follows: On July 3, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $100,000, bears interest at 8% per annum and is payable on July 3, 2019. The net proceeds received after issuance costs and fees was $96,500. On January 22, 2019, Eagle Equities LLC declared a default of the convertible note payable to them resulting in fees and penalties equal to $32,108 due to the Company’s delinquent SEC filings. Also on January 22, 2019 Eagle Equities LLC, sold all of its potentially dilutive convertible note to M Svorai Investment, Inc, a related party, included $7,600 in accrued interest. On February 2, 2019 M Svorai Investments, Inc exercised the convertible option, resulting in 5,162,242 shares issued; at a price of $0.02712 per share issued for $132,108 in principal and $7,892 in interest accrued to the conversion date. The remaining balance principal and interest as of June 30, 2019 was $0. As of December 31, 2018, principal and interest balances were $100,000 and $7,118, respectively. On August 10, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $300,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $285,000. On March 14, 2019 Eagle Equities LLC declared a default of the convertible note payable to them resulting in fees and penalties equal to $142,884 due to the Company’s delinquent SEC filings, and in same date, sold all of its potentially dilutive convertible note to Back Nine Capital, LLC $147,628, to One Investment Capital, Inc $147,628 and to Sign N Drive Auto Mall, Inc $147,628. As of June 30, 2019 the following chart show the balances on principal and interest as of June 30, 2019: Lender June 30, 2019 Principal Interest Back Nine Capital, LLC (Eagle 2) $ 147,628 $ 7,859 One Investment Capital, Inc (Eagle 2) 147,628 7,859 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 7,859 Total: $ 442,884 $ 23,577 On March 14, 2019, Back Nine Capital LLC, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore Back Nine Capital, LLC, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 41 days to maturity, risk free interest rate of 2.18% and annualized volatility of 348%, valued at $398,329. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $147,628 and $7,859 respectively. On March 14, 2019, One Investment Capital, Inc, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore One Investment Capital, Inc, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 41 days to maturity, risk free interest rate of 2.18% and annualized volatility of 348%, valued at $398,329. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $147,628 and $7,859 respectively. On March 14, 2019, Sign N Drive Auto Mall, Inc, purchased one third of a potentially dilutive convertible note held by Eagle Equities, LLC, issued on August 10, 2018 with a face value of $300,000 and $142,884 as Default Charges, therefore Sign N Drive Auto Mall, Inc, now held $147,628. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 41 days to maturity, risk free interest rate of 2.18% and annualized volatility of 348%, valued at $398,329. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $147,628 and $7,859 respectively. On August 10, 2018, the Company entered into a convertible note with Eagle Equities LLC. The note, with a face value of $100,000, bears interest at 8% per annum and is payable on August 10, 2019. The net proceeds received after issuance costs and fees was $95,000. The principal and interest balances as of March 14, 2019 were $100,000 and $ 5,384, respectively. As of December 31, 2018, principal and interest balances were $100,000 and $3,784, respectively. On March 14, 2019 Eagle Equities LLC declared a default of the convertible note payable to them in the amount of $47,198 due to the Company’s SEC delinquent filings, and in same date Eagle Equities LLC, sold all of its potentially dilutive convertible note to Gary Berlly, an individual, included $47,198 in accrued interest and penalties. The Company valued the related conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 41 days term to maturity, risk free interest rate of 2.18% and annualized volatility of 348%, valued at $397,179. The value of the conversion feature was assigned to the derivative liability and created a loss and debt discount to be amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $147,198 and $7,840 respectively. Firstfire Global Opportunity Fund, LLC On September 11, 2018, the Company entered into a convertible note with Firstfire Global Opportunities Fund, LLC. The note, with a face value of $210,000, bears interest at 5% per annum and was payable on June 11, 2019. The note was issued at a $10,000 (“OID”) discount. The net proceeds received after issuance costs and fees was $195,000. Additionally, the note is convertible at the holder's discretion into shares of the Company's common stock based on a conversion formula of 65% multiplied by the lowest price of the common shares for the 20 consecutive trading days period immediately preceding the Trading Day that the Company receives a Notice of Conversion. The conversion formula created an embedded derivative conversion feature. On January 16, 2019, Firstfire Global Opportunities Fund, LLC sold all of its potentially dilutive convertible note of $210,000 issued on September 11, 2018 to: (i) twenty five percent (25%) of its potentially dilutive convertible note to Back Nine Capital LLC, or $52,500; (ii) twenty five percent (25%) of its potentially dilutive convertible note to Gary Berlly, or $52,500; (iii) twenty five percent (25%) of its potentially dilutive convertible note to One Investment Capital, or $52,500 and (iv) twenty five percent (25%) of its potentially dilutive convertible note to Sig N Drive Auto Mall, Inc, or $52,500. On January 22, 2019, Back Nine Capital, LLC exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The balance on the note as of June 30, 2019 was $13,500 and $766 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $51,040. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. On January 23, 2019, Gary Berlly exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The balance on the note as of June 30, 2019 was $13,500 and $766 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $51,040. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. On January 23, 2019, One Investment Capital, Inc exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The balance on the note as of June 30, 2019 was $13,500 and $766 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $51,040. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. On January 23, 2019, Sign N Drive Auto Mall, Inc exercised the convertible option, resulting in 3,000,000 shares issued; at a price of $0.0130 per share issued for $39,000 in principal. The balance on the note as of June 30, 2019 was $13,500 and $766 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 0 days term to maturity, risk free interest rate of 0% and annualized volatility of 0%, valued at $51,040. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. On April 9, 2019, the Company entered into a convertible note with Sign N Drive Auto Mall, Inc. The note, with a face value of $15,000, bears interest at 12% per annum and is payable on April 9, 2020, net of proceeds was $15,000. The conversion price (the "Conversion Price") shall be a sixty percent (60%) discount to the lowest closing bid price of the common stock of the Company during the thirty (30) trading days before the Conversion Date, as reported by OTC Markets or a comparable reporting agency. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 284 days term to maturity, risk free interest rate of 1.92% and annualized volatility of 376%, valued at $133,720. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $15,000 and $448 respectively. On April 26, 2019, the Company entered into a convertible note with Sign N Drive Auto Mall, Inc. The note, with a face value of $100,000, bears interest at 12% per annum and is payable on April 26, 2020, net of proceeds was $100,000. The conversion price (the "Conversion Price") shall be a sixty percent (60%) discount to the lowest closing bid price of the common stock of the Company during the thirty (30) trading days before the Conversion Date, as reported by OTC Markets or a comparable reporting agency. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 300 days term to maturity, risk free interest rate of 1.92% and annualized volatility of 368%, valued at $892,009. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $100,000 and $2,992 respectively. On June 28, 2019, the Company entered into a convertible note with Sunny Isles Capital, Inc. The note, with a face value of $10,000, bears interest at 12% per annum and is payable on June 28, 2020, net of proceeds was $10,000. The conversion price (the "Conversion Price") shall be a sixty percent (60%) discount to the lowest closing bid price of the common stock of the Company during the thirty (30) trading days before the Conversion Date, as reported by OTC Markets or a comparable reporting agency. The conversion formula created an embedded derivative conversion feature. The Company valued this conversion feature using the Black Scholes valuation model with the following assumptions: (i) as of June 30, 2019: dividend yield of zero, 364 days term to maturity, risk free interest rate of 1.92% and annualized volatility of 345%, valued at $89,450. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The principal and interest balances as of June 30, 2019 were $10,000 and $299 respectively. At December 31, 2018, the above loans had an aggregate outstanding principal balance of $710,000 and unamortized debt discount of $418,314, resulting in net principal of $291,686. June 30, 2019 Convertible Notes Payable Summary - Third Parties Lender Principal Interest Unamortized debt discount Net Power Up Lending, LTD $ — $ 2,387 $ — $ 2,387 Back Nine Capital, LLC 13,500 766 — 14,266 Gary Berlly 13,500 766 — 14,266 One Investment Capital, Inc 13,500 766 — 14,266 Sign N Drive Auto Mall, Inc 13,500 766 — 14,266 Gary Berlly(Eagle 3) 147,198 7,840 (40,504 ) 114,534 Back Nine Capital, LLC (Eagle 2) 147,628 7,859 (40,623 ) 114,864 One Investment Capital, Inc (Eagle 2) 147,628 7,859 (40,623 ) 114,864 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 7,859 (40,623 ) 116,864 Sign N Drive Auto Mall, Inc 15,000 449 (11,639 ) 3,810 Sign N Drive Auto Mall, Inc 100,000 2,992 (82,240 ) 20,752 Sunny Isles Capital, LLC 10,000 299 (9,945 ) 354 Total $ 769,082 $ 40,606 $ (226,197 ) $ 545,493 Loans Payable The Company acquired certain real estate and vehicles, [the unpaid balance is guaranteed by mortgages with a 12 months maturity 5% interest rate, along with a lien and 72 month maturity on the vehicles], all outstanding liabilities are held for sale included in (Note 3). The total mortgage balance with 707 Flats Rd. and Marsan Properties as of December 31, 2018 was $617,400 and $532,487 as of June 30, 2019, which is payable in December 2019 (no default terms). The Company also has loan agreements with: (i) Ultegra Partner, based on an agreement executed as of December 20, 2018 and payable in weekly payments $11,583, last installment due on January 6, 2020, net proceeds of $339,500. This debt was settled as of February 22, 2019 for no gain or loss, and included a prospective payment schedule based on the future sale of certain assets. (ii) Atlas Advanced, based on an agreement executed as of December 10, 2018, the Company received net proceeds of $67,450, payable in 90 daily payments of $1,216, last installment due on April 23, 2019. This debt was settled as of June 11, 2019 for one payment of $25,000 (Note 9). (iii) The 1 st st (iv) Grand Capital based on an agreement executed as of January 3, 2019, this loan was payable in 72 daily payments of $922 with the last installment due on June 11, 2019. This debt was settled and refinanced on May 2, 2019, and the original note was replaced with a new note for $55,175, resulting in a gain of $1,216 At December 31, 2018, the aggregate principal balance and unamortized debt discount on these loans totaled $1,190,799 and $180,085, respectively, at December 31, 2018. During the six months ended June 30, 2019 and 2018, the Company received, in aggregate, total proceeds of $112,400 and $0, respectively. The principal balance as of June 30, 2019 was $1,363,843, and $0 in unamortized debt discount. LENDER LOAN AMOUNT NET OF PROCEEDS DEBT DISC. & ORIGIN. FEES INT RATE TERMS OF PAYMENT BALANCE AS OF JUNE 30, 2019 Grand Capital Settlement 55,174 — — — monthly 51,174 Ultegra - Settlement 680,000 — — — Assets Sale 608,582 Marsan - Settlement 551,087 — — 5 % monthly 539,087 Marsan - Settlement - Escrow Taxes 34,400 — — — monthly 30,100 707 Flats Rd. - Premier 134,900 — 134,900 $ 1,455,562 $ — $ — $1,363,843 |
RELATED PARTY LOANS
RELATED PARTY LOANS | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY LOANS | NOTE 6: RELATED PARTY LOANS Convertible Notes Payable On February 21, 2018 Crown Bridge Partners LLC, sold part of its potentially dilutive convertible note to D&D Capital, Inc, a related party. The Company valued this conversion feature using the Black Scholes valuation model; as of June 30, 2019, due to the note is in default there are no assumptions, therefore the note has a conversion option’s value of $38,072. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The remaining principal balance as of June 30, 2019 is $ 7,379. Accrued interest related to this note was $833 and $541 at June 30, 2019 and December 31, 2018, respectively During the three months ended March 31, 2018, Kodiak Capital declared a default of the convertible note payable to them invoking 22% retroactive interest and also put into effect a penalty of $2,000 per day for non-delivery of the shares according to the note agreement, which led to increasing the balance of the note to $142,633 (including $2,630 accrued interest on the Kodiak note) at March 31, 2018. On February 15, 2018, S&E Capital, LLC, a related party to Mining Power Group Inc., reached an agreement with Kodiak Capital to purchase the note. As a result, the Company recognized a gain of $137,054. During 2018, S&E Capital, Inc., exercised the convertible option, resulting in 2,450,000 shares issued; at a price of $0.04134 per share issued for $101,283 in principal and $11,497 in accrued interest. The Company valued this conversion feature using the Black Scholes valuation model; as of June 30, 2019 due to the note is in default there are no assumptions, therefore the note has a conversion option’s value of $357,767. The value of the conversion feature was assigned to the derivative liability and created a loss and a debt discount to be amortized over the life of the convertible debt. The remaining principal balance as of June 30, 2019 was $ 49,775 and $17,950 in accrued interest. Lender Principal Unamortized Debt Discount Net D&D Capital, Inc $ 7,379 $ — $ 7,379 S&E Capital, LLC 49,775 — 49,775 Notes Related Parties $ 57,154 $ — $ 57,154 At June 30, 2019 and December 31, 2018, the principal amount and interest on these loans totaled $57,154 and $18,784, and $57,154 and $14,798, respectively. Other Related Party Loans The Company has non-interest bearing demand loans with various related parties. During the six months ended June 30, 2019 and 2018, the Company received $335,862 and $54,401, respectively, in proceeds from these loans, and made repayments of $103,286 and $0, respectively, resulting in principal balances of $708,367 and $360,528 as of June 30, 2019 and December 31, 2018, respectively. As of June 30, 2019 $359,114 are included as Liabilities held for sale (Note 3) |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | NOTE 7: EQUITY Transactions for the six months ended June 30, 2018 On January 4, 2018 Power Up cancelled a conversion of $2,340 or 156,000 shares of common stock. On January 10, 2018 the Company issued 37,000,000 common stock restricted shares, $0.0001 par value per share, converting 37,000 shares of the one million (1,000,000) Series A Preferred Stock, On February 28, 2018 the Company issued 156,333 shares of common stock valued at the conversion price of $0.18. The shares were issued to convert $28,140 of the principal amount of the note dated May 30, 2017 to Power Up Lending Group Ltd. On March 6, 2018 the Company issued 109,569 shares of common stock valued at the conversion price of $0.18. The shares were issued to convert $16,928 of the principal amount and $2,280 of accrued and unpaid interest of the Note dated as of May 30, 2017 to Power Up Lending Group Ltd. On April 25, 2018 the Company issued 45,000 shares of common stock value at the conversion price of $0.08. The shares were issued to convert $3,510 of the principal amount of the Note dated as of May 30, 2017, to Power Up Lending Group Ltd. On April 25, 2018 the Company issued 187,533 shares of common stock value at the conversion price of $0.08. The shares were issued to convert $14,140 of the principal amount of the Note dated as of September 27, 2017, to Power Up Lending Group Ltd. On May 3, 2018 the Company issued 2,500,000 shares of common stock at $0.0001 par value to Shelby White, which were subsequently cancelled in July 2018. Transactions for the six months ended June 30, 2019: On January 28, 2019 the Company issued 60,000,000 common stock restricted shares, $ 0.0001 par value per share, converting 60,000 shares of the one million (1,000,000) Series A Preferred Stock. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to Gary Berlly. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $$0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to Back Nine Capital, LLC. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $$0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to One Investment Capital, Inc. On February 1, 2019 the Company issued 3,000,000 shares of common stock at the conversion price of $$0.0130. The shares were issued to convert $39,000 of principal amount, on the note dated September 11, 2018 to Sing N Drive Auto Mall, Inc. On February 4, 2019 the Company issued 5,162,242 shares issued; at a price of $0.02712. The shares were issued to convert $132,108 in principal and $7,892 in interest, on the note dated July 3, 2018, to M Svorai Investments, Inc a related party. In connection with the above debt conversions occurring in February 2019, derivative liabilities totaling $1,287,038 were eliminated, with the offset recorded as an increase to additional paid-in capital. On March 15, 2019 the Company issued 40,000,000 common stock restricted shares, $ 0.0001 par value per share, converting 40,000 shares of the one million (1,000,000) Series A Preferred Stock. On March 22, 2019 the Company issued 50,000,000 common stock restricted shares, $ 0.0001 par value per share, converting 50,000 shares of the one million (1,000,000) Series A Preferred Stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8: COMMITMENTS AND CONTINGENCIES; During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. As of December 31, 2018, the Company recognized $83,000 in contingent liabilities, as per the lawsuit Atlas Funding vs. Northway Mining, which resulted in an initial judgment amount of $109,512, and Grand Capital vs. Northway Mining, which resulted in an initial judgment amount of $75,225, initiated against the Company. On May 2, 2019, the Company settled the lawsuit of Grand Capital vs. Northway Mining. Based on the settlement agreement, the Company issued a new note for $55,175 to replace the original note and made a commitment to make a weekly payment of $1,000 against the new note. On June 11, 2019, the Company settled the lawsuit of Atlas Funding vs. Northway Mining for one payment of $25,000. As a result of the settlement of both debts, the Company recognized a gain on settlement of $60,904 in addition to $83,000 due to the elimination of the contingent liability associated with the lawsuits. The total gain of $143,904 has been included in net loss from discontinued operations (Note 3). |
SUBSEQUENT EVENTS AFTER JUNE 30
SUBSEQUENT EVENTS AFTER JUNE 30, 2019 | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS AFTER JUNE 30, 2019 | NOTE 9: SUBSEQUENT EVENTS AFTER JUNE 30, 2019 The Company has evaluated subsequent events that occurred through the date these financial statements were issued and has determined there are subsequent events as follows: Acquisition and Change in Control On July 1, 2019 the Company sold any and all interest of Northway Mining, LLC to Dror Svorai, under common control and all its operations on behalf of Canna Corporation have been discontinued. On January 16, 2020, the Company entered into an agreement (the "Acquisition Agreement"), to acquire the majority ownership interest of Agra Nutraceuticals Corporation ("Agra"), a Colorado corporation, having a registered business address of 67 SW 12th Ave, Ste 500, Deerfield Beach, Florida 33442. Pursuant to the Acquisition Agreement the Company will acquire 77.5% of the issued and outstanding shares of common stock of Agra to be transferred from the majority shareholder of Agra, SBS Eco Trust. In consideration for the acquisition of the Agra shares, Dror Svorai, the Company's majority shareholder, President, CEO and sole officer and director, transferred his 803,000 shares of the Company’s Series A Preferred Stock and 197,000,000 shares of its common stock to SBS Eco. In connection with the Acquisition Agreement, the Company underwent a change of control. As a result of the Acquisition, the SBS Eco Trust, whose trustee is Esther Bittelman, an individual, and Secretary of Agra, became controlling and majority shareholder of the Registrant (the "Change of Control"). As a result of entry into the Acquisition Agreement, Mr. Svorai resigned at the end of the business day on January 17, 2020, following the appointments and acceptances by the new officers and directors of the Company, Agra will be operated as a majority-owned subsidiary of the Company. The Acquisition will become effective 20 days following the mailing of the Information Statement to shareholders pursuant to Schedule 14. The mailing has not occurred yet. Promissory Note Conversions On January 16, 2020, Back Nine Capital, LLC, irrevocably elected to exercise the right granted under certain Convertible Promissory Note dated September 11, 2018 and assigned to the current holder per that certain Note Purchase and Assignment Agreement, dated January 16, 2019, to convert $15,744 including principal together with any unpaid regular and penalty interest accrued, into 832,351 shares of the Company’s common stock at a price of $0.018915 On January 16, 2020 D&D Capital Inc., irrevocably elected to exercise the rights granted under that certain Convertible Promissory Note date July 1, 2019 to convert $125,712 into 9,600,000 shares of the Company’s common stock at a price of $0.013095. On January 16, 2020 Gary Berlly irrevocably elected to exercise the right granted under certain Convertible Promissory Note dated September 11, 2018 and assigned to the current holder per that certain Note Purchase and Assignment Agreement, dated January 16, 2019, to convert $15,744 including principal together with any unpaid regular and penalty interest accrued, into 832,351 shares of the Company’s common stock at a price of $0.018915 On January 16, 2020 Sign N Drive Auto Mall, Inc., irrevocably elected to exercise the right granted under certain Convertible Promissory Note dated September 11, 2018 and assigned to the current holder per that certain Note Purchase and Assignment Agreement, dated January 16, 2019, to convert $15,744 including principal together with any unpaid regular and penalty interest accrued, into 832,351 shares of the Company’s common stock at a price of $0.018915 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Principals of Consolidation | Principles of Consolidation The accompanying consolidated financial statements of Canna Corporation include its majority owned subsidiary Northway Mining, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements include the accounts of Canna Corporation and its subsidiary Northway Mining, LLC, which are controlled and owned 55% by Canna Corporation. All of the equity interests in Northway Mining not held by the Company are reflected as non-controlling interests. In the consolidated statements of operations, we allocate net income (loss) attributable to non-controlling interests to arrive at net income (loss) attributable to the Company. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on June 17, 2019. The Company has elected a December 31 fiscal year-end. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") in the United States of America requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the consolidated financial statements. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company’s long-lived assets, which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash in the amount of $4,439 and $183,347 as of June 30, 2019 and December 31, 2018, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determines when receivables are past due or delinquent based on how recently payments have been received. The Company has net $0 in accounts receivable at June 30, 2019 and December 31, 2018. |
Cryptocurrencies | Cryptocurrencies The Company receives cryptocurrencies from its customers as a form of payment and converts them into cash in less than 3 months from receipt. The Company accounts for its cryptocurrencies as indefinite-lived intangible assets at historical cost less impairment in accordance with ASC 350 Intangibles - Goodwill and Other. During the six months ended June 30, 2019 and 2018, the Company recorded impairment losses of $6,189 and $0, respectively, resulting in cryptocurrency balances of $0 and $6,189 as of June 30, 2019 and December 31, 2018, respectively. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets. Fixed Asset Estimated Useful Life (Years) Building 39 Improvements 5 Furniture and office equipment 5 Computer Equipment 5 Vehicles 5 Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. During the six months ended June 30, 2019 and 2018, the Company purchased $103,805 and $0, respectively, of fixed assets, wrote off $0 and $498, respectively, of fixed assets, and recorded $57,248 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,455,047 and $1,408,490 at June 30, 2019 and December 31, 2018, respectively, which are reflected as assets held-for-sale and discontinued operations (Note 3) in the accompanying financial statements as follows: Description Total Acquisition Cost Span of Life (years) Depreciation Net Value June 30, 2019 Accumulated as of December 31, 2018 Dep Exp 2019 Q1 Dep Exp 2019 Q2 Accumulated as of June 30, 2019 Computer Equipment $ 8,990 5 543 480 487 $ 1,510 $ 7,480 Improvements 196,390 5 11,676 9,685 9,793 $ 31,154 $ 165,236 Office Equipment & Furniture 2,882 5 90 142 144 $ 376 $ 2,506 Pods 185,996 5 5,289 9,172 9,274 $ 23,735 $ 162,261 Real Estate - Land 102,218 — — — — $ — $ 102,218 Real Estate - Building 982,682 39 968 6,203 6,272 $ 13,443 $ 969,239 Vehicle 56,435 5 4,731 2,783 2,814 $ 10,328 $ 46,107 Total $ 1,535,592 $ 23,297 $ 28,465 $ 28,783 $ 80,545 $ 1,455,047 |
Deferred revenue | Deferred revenue The Company recognizes revenue for subscription hosting service sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. As of June 30, 2019 and December 31, 2018, the balances of deferred revenue were $255,362 and $275,362, respectively. The decreased amount is a result of $20,000 refunded to a customer. No services were performed to clients during the six months ended June 30, 2019 related to the deferred revenue, which is included in liabilities held-for-sale (Note 3). |
Beneficial Conversion Feature | Beneficial Conversion Feature If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC 470-20 Debt with Conversion and Other Options. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 Derivatives and Hedging to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 Debt with Conversion and Other Options for consideration of any beneficial conversion features. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and, further, if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black Scholes option-pricing model. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability. U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in markets that are not active; ● inputs other than quoted prices that are observable for the asset or liability; and ● inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of June 30, 2019 and December 31, 2018, approximates the fair value due to their short-term nature. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and June 30, 2019: Level 1 Level 2 Level 3 Total Derivative Liability December 31, 2018 $ — $ — $ 2,296,080 $ 2,296,080 June 30, 2019 $ — $ — $ 3,316,596 $ 3,316,596 The Company reflects the fair value for liabilities using the Black Scholes pricing model. The following chart discloses the estimated fair values for the Company’s derivative financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto: Derivative Liability Reconciliation June 30, 2019 December 31, 2018 Balance beginning of the period $ 2,296,080 $ 4,454,993 Derivative liability additions associated with convertible debt 847,190 5,840,449 Derivative liability reductions due to conversions or settlement of underlying debt (1,287,038 ) 560,945 Change in Fair Value 1,460,364 (8,560,307 ) Ending Balance $ 3,316,596 $ 2,296,080 |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2014-09, “Revenue from Contracts with Customers,” (“Topic 606”) which provides a principles-based, five-step approach to measure and recognize revenue from contracts with customers. Revenue is recognized when the following criteria are met: ● Identification of the contract, or contracts, with a customer ; ● Identification of the performance obligations in the contract ; ● Determination of the transaction price ; ● Allocation of the transaction price to the performance obligations in the contract ; and ● Recognition of revenue when, or as, we satisfy performance obligation . The adoption of this guidance did not have a material impact on the Company’s consolidated statements of operations, cash flows, shareholders’ equity (deficit), or balance sheets as of the adoption date. The Company did not generate any revenues during the six months ended June 30, 2019. Revenues generated during the six months ended June 30, 2018 totaled $10,392 and were included in net loss from discontinued operations in the accompanying statements of operations (Note 3). We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and fees. If applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date. In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company's assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. The Company files income tax returns in the United States, New York and Florida, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company's federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states. Management has evaluated tax positions in accordance with ASC 740, Income Taxes, |
Earnings per Share | Earnings Per Share Basic net income per common share ("Basic EPS'') ("Diluted EPS'') Six Months Ended June 30 2019 2018 Continuing Operations Numerator Net income (loss) from continuing operations, net of tax $ (2,854,197 ) $ 3,347,781 Denominator Weighted average common shares outstanding, basic 175,835,076 33,852,073 Convertible preferred stock — 963,000,000 Convertible promissory notes — 4,062,347 Weighted average common shares outstanding, diluted 175,835,076 1,000,914,420 Basic EPS from continuing operations $ (0.02 ) $ 0.10 Diluted EPS from continuing operations $ (0.02 ) $ 0.00 Discontinued Operations Numerator Income (loss) from discountinued operations, net of tax (947,572 ) — Less: Income (loss) attributable to noncontrolling interest, net of tax (426,407 ) — Income (loss) available to common stockholders (521,165 ) — Denominator Weighted average common shares outstanding, basic 175,835,076 33,852,073 Convertible preferred stock — 963,000,000 Convertible promissory notes — 4,062,347 Weighted average common shares outstanding, diluted 175,835,076 1,000,914,420 Basic EPS from discontinued operations $ (0.00 ) $ 0.00 Diluted EPS from discontinued operations $ (0.00 ) $ 0.00 For the three and six months ended June 30, 2019 and three months ended June 30, 2018, the convertible instruments, consisting of 173,835,076 and 1,000,914,420 common shares into which our outstanding convertible preferred stock and convertible promissory notes, respectively, are convertible, are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Held-for-Sale | Assets and liabilities held-for-sale as of June 30, 2019 and December 31,2018 consisted of the following: June 30, December 31, 2019 2018 Assets held-for-sale Cash and cash equivalents $ — $ 176,313 Cryptocurrency — 6,189 Property and equipment, net 1,455,047 1,408,490 Total $ 1,455,047 $ 1,590,992 Liabilities held-for-sale Current liabilities: Accounts payable $ 301,548 $ 58,628 Checks drawn in excess of bank balance 9,139 27,793 Accrued expenses 5,080 5,080 Payroll liabilities 7,519 7,707 Related party loans 359,114 20,001 Auto loans 44,256 45,950 Loans payable - net of discounts $0 and $180,085 1,363,843 1,010,714 Deferred revenue 255,362 275,362 Contingent liability — 83,000 Total $ 2,345,861 $ 1,534,235 |
Schedule of Results of Discontinued Operations | Results of the discontinued operations for the three months and six months ended June 30, 2019 and 2018 are: Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 REVENUES $ — $ — $ 10,392 $ — COST OF SALES — — 436,403 — GROSS PROFIT — — (426,011 ) — General and administrative expenses 40,416 — 124,068 — Depreciation expense 28,783 — 57,248 — Total operating expense 69,199 — 181,316 — Loss from operations (69,199 ) — (607,327 ) — OTHER INCOME (EXPENSES) Interest expense and amortization of debt discount (83,667 ) — (477,960 ) — Impairment loss on cryptocurrency — — (6,189 ) — Gain on extinguishment of debt 143,904 — 143,904 — Total other income (expense) 60,237 — (340,245 ) — Loss from discontinued operations $ (8,962 ) $ — $ (947,572 ) $ — |
Schedule of Cash Flow from Discontinued Operations | The following table provides supplemental cash flow information related to discontinued operations: Six Month Ended June 30, 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Loss from discontinued operation $ (947,572 ) Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation: Gain on extinguishment of debt (143,904 ) Amortization of debt discount 207,040 Depreciation expense 57,248 Impairment loss on cryptocurrency 6,189 Default penalty interest 270,920 Change in operating assets and liabilities: Accounts payable and accrued expenses 247,365 Payroll liability (188 ) Deferred revenue (20,000 ) Net cash used in operating activities - discontinued operations (322,902 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for fixed assets acquisition (103,805 ) Net cash used in investing activities - discontinued operations (103,805 ) CASH FLOWS FROM FINANCING ACTIVITIES Bank overdraft (18,654 ) Proceeds from notes payable 112,400 Repayment of notes payable (65,506 ) Proceeds from related party loans 307,134 Repayment of related party loans (83,286 ) Repayment of auto loan (1,694 ) Net cash provided by financing activities - discontinued operations 250,394 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Useful Lives for Property and Equipment | Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets. Fixed Asset Estimated Useful Life (Years) Building 39 Improvements 5 Furniture and office equipment 5 Computer Equipment 5 Vehicles 5 |
Schedule of Retirement of Property and Equipment | During the six months ended June 30, 2019 and 2018, the Company purchased $103,805 and $0, respectively, of fixed assets, wrote off $0 and $498, respectively, of fixed assets, and recorded $57,248 and $0, respectively, of depreciation expense, resulting in net fixed assets of $1,455,047 and $1,408,490 at June 30, 2019 and December 31, 2018, respectively, which are reflected as assets held-for-sale and discontinued operations (Note 3) in the accompanying financial statements as follows: Description Total Acquisition Cost Span of Life (years) Depreciation Net Value June 30, 2019 Accumulated as of December 31, 2018 Dep Exp 2019 Q1 Dep Exp 2019 Q2 Accumulated as of June 30, 2019 Computer Equipment $ 8,990 5 543 480 487 $ 1,510 $ 7,480 Improvements 196,390 5 11,676 9,685 9,793 $ 31,154 $ 165,236 Office Equipment & Furniture 2,882 5 90 142 144 $ 376 $ 2,506 Pods 185,996 5 5,289 9,172 9,274 $ 23,735 $ 162,261 Real Estate - Land 102,218 — — — — $ — $ 102,218 Real Estate - Building 982,682 39 968 6,203 6,272 $ 13,443 $ 969,239 Vehicle 56,435 5 4,731 2,783 2,814 $ 10,328 $ 46,107 Total $ 1,535,592 $ 23,297 $ 28,465 $ 28,783 $ 80,545 $ 1,455,047 |
Schedule of Fair Value of Financial Instruments | Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2018 and June 30, 2019: Level 1 Level 2 Level 3 Total Derivative Liability December 31, 2018 $ — $ — $ 2,296,080 $ 2,296,080 June 30, 2019 $ — $ — $ 3,316,596 $ 3,316,596 The Company reflects the fair value for liabilities using the Black Scholes pricing model. The following chart discloses the estimated fair values for the Company’s derivative financial instruments based on the parameters disclosed in our Notes 5 and 6 hereto: Derivative Liability Reconciliation June 30, 2019 December 31, 2018 Balance beginning of the period $ 2,296,080 $ 4,454,993 Derivative liability additions associated with convertible debt 847,190 5,840,449 Derivative liability reductions due to conversions or settlement of underlying debt (1,287,038 ) 560,945 Change in Fair Value 1,460,364 (8,560,307 ) Ending Balance $ 3,316,596 $ 2,296,080 |
Schedule of Computation of Basic and Diluted Earnings Per Share | The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share. Six Months Ended June 30 2019 2018 Continuing Operations Numerator Net income (loss) from continuing operations, net of tax $ (2,854,197 ) $ 3,347,781 Denominator Weighted average common shares outstanding, basic 175,835,076 33,852,073 Convertible preferred stock — 963,000,000 Convertible promissory notes — 4,062,347 Weighted average common shares outstanding, diluted 175,835,076 1,000,914,420 Basic EPS from continuing operations $ (0.02 ) $ 0.10 Diluted EPS from continuing operations $ (0.02 ) $ 0.00 Discontinued Operations Numerator Income (loss) from discountinued operations, net of tax (947,572 ) — Less: Income (loss) attributable to noncontrolling interest, net of tax (426,407 ) — Income (loss) available to common stockholders (521,165 ) — Denominator Weighted average common shares outstanding, basic 175,835,076 33,852,073 Convertible preferred stock — 963,000,000 Convertible promissory notes — 4,062,347 Weighted average common shares outstanding, diluted 175,835,076 1,000,914,420 Basic EPS from discontinued operations $ (0.00 ) $ 0.00 Diluted EPS from discontinued operations $ (0.00 ) $ 0.00 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt Payable balances | Lender June 30, 2019 Principal Interest Back Nine Capital, LLC (Eagle 2) $ 147,628 $ 7,859 One Investment Capital, Inc (Eagle 2) 147,628 7,859 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 7,859 Total: $ 442,884 $ 23,577 |
Schedule of Convertible Notes Payable Summary | Lender Principal Interest Unamortized debt discount Net Power Up Lending, LTD $ — $ 2,387 $ — $ 2,387 Back Nine Capital, LLC 13,500 766 — 14,266 Gary Berlly 13,500 766 — 14,266 One Investment Capital, Inc 13,500 766 — 14,266 Sign N Drive Auto Mall, Inc 13,500 766 — 14,266 Gary Berlly(Eagle 3) 147,198 7,840 (40,504 ) 114,534 Back Nine Capital, LLC (Eagle 2) 147,628 7,859 (40,623 ) 114,864 One Investment Capital, Inc (Eagle 2) 147,628 7,859 (40,623 ) 114,864 Sign N Drive Auto Mall, Inc (Eagle 2) 147,628 7,859 (40,623 ) 116,864 Sign N Drive Auto Mall, Inc 15,000 449 (11,639 ) 3,810 Sign N Drive Auto Mall, Inc 100,000 2,992 (82,240 ) 20,752 Sunny Isles Capital, LLC 10,000 299 (9,945 ) 354 Total $ 769,082 $ 40,606 $ (226,197 ) $ 545,493 |
Schedule of Loans Payable | LENDER LOAN AMOUNT NET OF PROCEEDS DEBT DISC. & ORIGIN. FEES INT RATE TERMS OF PAYMENT BALANCE AS OF JUNE 30, 2019 Grand Capital Settlement 55,174 — — — monthly 51,174 Ultegra - Settlement 680,000 — — — Assets Sale 608,582 Marsan - Settlement 551,087 — — 5 % monthly 539,087 Marsan - Settlement - Escrow Taxes 34,400 — — — monthly 30,100 707 Flats Rd. - Premier 134,900 — 134,900 $ 1,455,562 $ — $ — $1,363,843 |
RELATED PARTY LOANS (Tables)
RELATED PARTY LOANS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Debt | The remaining principal balance as of June 30, 2019 was $ 49,775 and $17,950 in accrued interest. Lender Principal Unamortized Debt Discount Net D&D Capital, Inc $ 7,379 $ — $ 7,379 S&E Capital, LLC 49,775 — 49,775 Notes Related Parties $ 57,154 $ — $ 57,154 |
NATURE OF ORGANIZATION (Details
NATURE OF ORGANIZATION (Details) | Jun. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of business acquired | 55.00% |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
GOING CONCERN [Abstract] | ||
Accumulated deficit | $ 7,281,193 | $ 3,905,831 |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Assets held-for-sale | $ 1,455,047 | $ 1,590,992 |
Liabilities held-for-sale | $ 2,345,861 | $ 1,534,235 |
DISCONTINUED OPERATIONS (Schedu
DISCONTINUED OPERATIONS (Schedule of Assets and Liabilities Held-for-Sale) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current liabilities: | ||
Total | $ 2,345,861 | $ 1,534,235 |
Northway Mining, LLC [Member] | ||
Assets held-for-sale | ||
Cash and cash equivalents | 176,313 | |
Cryptocurrency | 6,189 | |
Property and equipment, net | 1,455,047 | 1,408,490 |
Total | 1,455,047 | 1,590,992 |
Current liabilities: | ||
Accounts payable | 301,548 | 58,628 |
Checks drawn in excess of bank balance | 9,139 | 27,793 |
Accrued expenses | 5,080 | 5,080 |
Payroll liabilities | 7,519 | 7,707 |
Related party loans | 359,114 | 20,001 |
Auto loans | 44,256 | 45,950 |
Loans payable - net of discounts $0 and $180,085 | 1,363,843 | 1,010,714 |
Deferred revenue | 255,362 | 275,362 |
Contingent liability | 83,000 | |
Total | $ 2,345,861 | $ 1,534,235 |
DISCONTINUED OPERATIONS (Sche_2
DISCONTINUED OPERATIONS (Schedule of Results of Discontinued Operations) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
REVENUES | $ 10,392 | |||
Northway Mining, LLC [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
REVENUES | 10,392 | |||
COST OF SALES | 436,403 | |||
GROSS PROFIT | (426,011) | |||
General and administrative expenses | 40,416 | 124,068 | ||
Depreciation expenses | 28,783 | 57,248 | ||
Total operating expense | 69,199 | 181,316 | ||
Loss from operations | (69,199) | (607,327) | ||
OTHER INCOME (EXPENSES) | ||||
Interest expense and amortization of debt discount | (83,667) | (477,960) | ||
Impairment loss on cryptocurrency | (6,189) | |||
Gain on extinguishment of debt | 143,904 | 143,904 | ||
Total other income (expense) | 60,237 | (340,245) | ||
Loss from discontinued operations | $ (8,962) | $ (947,572) |
DISCONTINUED OPERATIONS (Sche_3
DISCONTINUED OPERATIONS (Schedule of Cash Flow from Discontinued Operations) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Loss from dicontinued operations | $ (8,962) | $ (947,572) | |||
Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation: | |||||
(Gain) loss on extinguishment of debt | 198,403 | (137,054) | |||
Amortization of debt discount | 1,011,433 | 216,472 | |||
Depreciation expense | $ 28,783 | $ 28,465 | |||
Change in operating assets and liabilities: | |||||
Net cash used in operating activities - discontinued operations | (322,902) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Net cash used in investing activities - discontinued operations | (103,805) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from notes payable | 125,000 | ||||
Proceeds from related party loans | 28,727 | 54,401 | |||
Repayment of related party loans | (20,000) | ||||
Net cash provided by financing activities - discontinued operations | 250,394 | ||||
Northway Mining, LLC [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Loss from dicontinued operations | (947,572) | ||||
Adjustments to reconcile loss from discontinued operation to net cash used in operating activities - discontinued operation: | |||||
(Gain) loss on extinguishment of debt | 143,904 | ||||
Amortization of debt discount | 207,040 | ||||
Depreciation expense | 57,248 | ||||
Impairment loss on cryptocurrency | 6,189 | ||||
Default penalty interest | 270,920 | ||||
Change in operating assets and liabilities: | |||||
Accounts payable and accrued expenses | 247,365 | ||||
Payroll liability | (188) | ||||
Deferred revenue | (20,000) | ||||
Net cash used in operating activities - discontinued operations | (322,902) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Cash paid for fixed assets acquisition | (103,805) | ||||
Net cash used in investing activities - discontinued operations | (103,805) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Bank overdraft | (18,654) | ||||
Proceeds from notes payable | 112,400 | ||||
Repayment of notes payable | (65,506) | ||||
Proceeds from related party loans | 307,134 | ||||
Repayment of related party loans | (83,286) | ||||
Repayment of auto loan | (1,694) | ||||
Net cash provided by financing activities - discontinued operations | $ 250,394 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||
Ownership interest of Northway Mining, LLC hold by Canna Corp | 55.00% | 55.00% | |||
Cash | $ 4,439 | $ 4,439 | $ 183,347 | ||
Dilutive securities excluded from the loss per share | 173,835,076 | 1,000,914,420 | |||
Accounts receivable | 0 | $ 0 | 0 | ||
Cryptocurrency impairment | 6,189 | $ 0 | |||
Cryptocurrency | 0 | 0 | 6,189 | ||
Fixed assets acquired | 103,805 | 0 | |||
Write off of fixed assets | 498 | ||||
Depreciation expense | 57,248 | $ 0 | |||
Net fixed assets | 1,455,047 | 1,455,047 | 1,408,490 | ||
Deferred revenue | $ 255,362 | 255,362 | $ 275,362 | ||
Amount of reduction payment made to customer's deposit | 20,000 | ||||
Revenues | $ 10,392 | ||||
Anti-dilutive securities excluded from earnings (loss) per share | 173,835,076 | 1,000,914,420 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Useful Lives for Property and Equipment) (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 39 years |
Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 5 years |
Furniture and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 5 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Retirement of Property and Equipment) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | $ 1,535,592 | |||
Accumulated Depreciation | $ 80,545 | 80,545 | $ 23,297 | |
Depreciation | 28,783 | $ 28,465 | ||
Net Value | 1,455,047 | 1,455,047 | 1,408,490 | |
Computer Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | $ 8,990 | |||
Span of Life (years) | 5 years | |||
Accumulated Depreciation | 1,510 | $ 1,510 | 543 | |
Depreciation | 487 | 480 | ||
Net Value | 7,480 | 7,480 | ||
Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | $ 196,390 | |||
Span of Life (years) | 5 years | |||
Accumulated Depreciation | 31,154 | $ 31,154 | 11,676 | |
Depreciation | 9,793 | 9,685 | ||
Net Value | 165,236 | 165,236 | ||
Furniture and office equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | $ 2,882 | |||
Span of Life (years) | 5 years | |||
Accumulated Depreciation | 376 | $ 376 | 90 | |
Depreciation | 144 | 142 | ||
Net Value | 2,506 | 2,506 | ||
Pods [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | $ 185,996 | |||
Span of Life (years) | 5 years | |||
Accumulated Depreciation | 23,735 | $ 23,735 | 5,289 | |
Depreciation | 9,274 | 9,172 | ||
Net Value | 162,261 | 162,261 | ||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | 102,218 | |||
Accumulated Depreciation | ||||
Depreciation | ||||
Net Value | 102,218 | 102,218 | ||
Building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | $ 982,682 | |||
Span of Life (years) | 39 years | |||
Accumulated Depreciation | 13,443 | $ 13,443 | 968 | |
Depreciation | 6,272 | 6,203 | ||
Net Value | 969,239 | 969,239 | ||
Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Acquisition Cost | $ 56,435 | |||
Span of Life (years) | 5 years | |||
Accumulated Depreciation | 10,328 | $ 10,328 | $ 4,731 | |
Depreciation | 2,814 | $ 2,783 | ||
Net Value | $ 46,107 | $ 46,107 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Fair Value of Financial Instruments) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | $ 3,316,596 | $ 2,296,080 | $ 4,454,993 |
Recurring [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | |||
Recurring [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | |||
Recurring [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | $ 3,316,596 | $ 2,296,080 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Derivative Liability Reconciliation) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Balance beginning of the period | $ 2,296,080 | $ 4,454,993 |
Derivative liability additions associated with convertible debt | 847,190 | 5,840,449 |
Derivative liability reductions due to conversions or settlement of underlying debt | (1,287,038) | 560,945 |
Change in Fair Value | 1,460,364 | (8,560,307) |
Ending Balance | $ 3,316,596 | $ 2,296,080 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Schedule of Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Continuing Operations Numerator | ||||
Net income (loss) from continuing operations, net of tax | $ (1,694,533) | $ (641,720) | $ (2,854,197) | $ 3,347,781 |
Continuing Operations Denominator | ||||
Weighted average common shares outstanding, basic | 226,965,896 | 42,787,728 | 175,835,076 | 33,852,073 |
Convertible preferred stock | 963,000,000 | |||
Convertible promissory notes | 4,062,347 | |||
Weighted average common shares outstanding, diluted | 226,965,896 | 42,787,728 | 175,835,076 | 1,000,914,420 |
Basic EPS from continuing operations | $ (0.01) | $ (0.01) | $ (0.02) | $ 0.10 |
Diluted EPS from continuing operations | $ (0.01) | $ (0.01) | $ (0.02) | $ 0 |
Discontinued Operations Numerator | ||||
Income (loss) from discountinued operations, net of tax | $ (8,962) | $ (947,572) | ||
Less: Income (loss) attributable to noncontrolling interest, net of tax | $ (4,032) | (426,407) | ||
Income (loss) available to common stockholders | $ (521,165) | |||
Discontinued Operations Denominator | ||||
Weighted average common shares outstanding, basic | 175,835,076 | 33,852,073 | ||
Convertible preferred stock | 963,000,000 | |||
Convertible promissory notes | 4,062,347 | |||
Weighted average common shares outstanding, diluted | 175,835,076 | 1,000,914,420 | ||
Basic EPS from discontinued operations | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted EPS from discontinued operations | $ 0 | $ 0 | $ (0.01) | $ 0 |
NOTES PAYABLE (Narrative) (Deta
NOTES PAYABLE (Narrative) (Details) - USD ($) | Mar. 14, 2019 | Jan. 03, 2019 | Dec. 10, 2018 | Sep. 11, 2018 | Aug. 10, 2018 | Jul. 03, 2018 | Dec. 20, 2018 | May 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Feb. 02, 2019 | Jan. 23, 2019 | Jan. 22, 2019 | Jan. 16, 2019 |
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 57,154 | $ 57,154 | |||||||||||||
Convertible notes payable | 502,885 | 291,686 | |||||||||||||
Derivative liability | 3,316,596 | 2,296,080 | |||||||||||||
Accrued interest | 40,607 | 28,595 | |||||||||||||
Unamortized debt discount | 266,197 | 418,314 | |||||||||||||
Proceeds from company received aggregate amount | 125,000 | ||||||||||||||
Back Nine Capital LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from convertible debt | $ 147,628 | ||||||||||||||
Convertible notes payable | 147,628 | 14,266 | |||||||||||||
Accrued interest | 766 | ||||||||||||||
Unamortized debt discount | |||||||||||||||
Purchase of potentially dilutive convertible note from Eagle Equities, LLC | 300,000 | ||||||||||||||
Default charges on purchase of potentially dilutive convertible note | 142,884 | ||||||||||||||
Gary Berly [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes payable | 14,266 | ||||||||||||||
Accrued interest | 766 | ||||||||||||||
Unamortized debt discount | |||||||||||||||
One Investment Capital Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from convertible debt | 147,628 | ||||||||||||||
Convertible notes payable | 147,628 | 14,266 | |||||||||||||
Accrued interest | 766 | ||||||||||||||
Unamortized debt discount | |||||||||||||||
Purchase of potentially dilutive convertible note from Eagle Equities, LLC | 300,000 | ||||||||||||||
Default charges on purchase of potentially dilutive convertible note | 142,884 | ||||||||||||||
Sign N Drive Auto Mall Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from convertible debt | 147,628 | ||||||||||||||
Convertible notes payable | 147,628 | 14,266 | |||||||||||||
Accrued interest | 766 | ||||||||||||||
Unamortized debt discount | |||||||||||||||
Purchase of potentially dilutive convertible note from Eagle Equities, LLC | 300,000 | ||||||||||||||
Default charges on purchase of potentially dilutive convertible note | 142,884 | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes payable | 291,686 | ||||||||||||||
Debt Principal amount | 710,000 | ||||||||||||||
Unamortized debt discount | $ 418,314 | ||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | 590,082 | $ 300,000 | $ 100,000 | ||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | |||||||||||||
Maturity date | Aug. 10, 2019 | Jul. 3, 2019 | |||||||||||||
Proceeds from convertible debt | $ 285,000 | $ 96,500 | |||||||||||||
Conversion feature | $ 397,179 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 41 days | ||||||||||||||
Risk Free interest rate | 2.18% | ||||||||||||||
Annualized volatility | 348.00% | ||||||||||||||
Convertible notes payable | 142,884 | $ 32,108 | |||||||||||||
Accrued interest | $ 7,600 | ||||||||||||||
Debt Principal amount | $ 147,198 | ||||||||||||||
Accrued interest | $ 7,840 | ||||||||||||||
Percentage of conversion formula | 60.00% | ||||||||||||||
Percentage discount of conversion price | 10.00% | ||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | Maximum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Percentage of conversion formula | 60.00% | ||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | Minimum [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Percentage of conversion formula | 50.00% | ||||||||||||||
Convertible Notes Payable [Member] | M Svorai Investment, Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Shares issued | 5,162,242 | ||||||||||||||
Debt Principal amount | $ 0 | $ 100,000 | $ 132,108 | ||||||||||||
Accrued interest | 0 | 7,118 | $ 7,892 | ||||||||||||
Conversion price | $ 0.02712 | ||||||||||||||
Convertible Notes Payable [Member] | Back Nine Capital LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion feature | $ 398,329 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 41 days | ||||||||||||||
Risk Free interest rate | 2.18% | ||||||||||||||
Annualized volatility | 348.00% | ||||||||||||||
Debt Principal amount | $ 147,628 | ||||||||||||||
Accrued interest | 7,859 | ||||||||||||||
Convertible Notes Payable [Member] | One Investment Capital Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion feature | $ 398,329 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 41 days | ||||||||||||||
Risk Free interest rate | 2.18% | ||||||||||||||
Annualized volatility | 348.00% | ||||||||||||||
Debt Principal amount | $ 147,628 | ||||||||||||||
Accrued interest | 7,859 | ||||||||||||||
Convertible Notes Payable [Member] | Sign N Drive Auto Mall Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion feature | $ 398,329 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 41 days | ||||||||||||||
Risk Free interest rate | 2.18% | ||||||||||||||
Annualized volatility | 348.00% | ||||||||||||||
Debt Principal amount | $ 147,628 | ||||||||||||||
Accrued interest | 7,859 | ||||||||||||||
Convertible Notes Payable [Member] | Power Up Lending Group, LTD[2] [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 38,000 | 50,858 | |||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||
Maturity date | Mar. 5, 2018 | ||||||||||||||
Proceeds from convertible debt | $ 35,000 | ||||||||||||||
Discount of note issued | 7.00% | ||||||||||||||
Conversion feature | $ 9,252 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 0 days | ||||||||||||||
Risk Free interest rate | 0.00% | ||||||||||||||
Annualized volatility | 0.00% | ||||||||||||||
Convertible notes payable | $ 0 | 2,387 | |||||||||||||
Percentage of conversion formula | 60.00% | ||||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 100,000 | ||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||
Maturity date | Aug. 10, 2019 | ||||||||||||||
Proceeds from convertible debt | $ 95,000 | ||||||||||||||
Debt Principal amount | 100,000 | 100,000 | |||||||||||||
Accrued interest | 5,384 | 3,784 | |||||||||||||
Convertible Notes Payable [Member] | Eagle Equities LLC [Member] | Gary Berlly [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible notes payable | 47,198 | ||||||||||||||
Accrued interest and penalties | $ 47,198 | ||||||||||||||
Convertible Notes Payable [Member] | Firstfire Global Opportunities Funds, LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 210,000 | $ 210,000 | |||||||||||||
Debt instrument, interest rate | 5.00% | ||||||||||||||
Maturity date | Jul. 11, 2018 | ||||||||||||||
Proceeds from convertible debt | $ 195,000 | ||||||||||||||
Percentage of conversion formula | 65.00% | ||||||||||||||
Face value | $ 10,000 | ||||||||||||||
Convertible Notes Payable [Member] | Back Nine Capital LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 52,500 | ||||||||||||||
Debt instrument, interest rate | 25.00% | ||||||||||||||
Shares issued | 3,000,000 | ||||||||||||||
Debt Principal amount | 13,500 | $ 39,000 | |||||||||||||
Accrued interest | 766 | ||||||||||||||
Conversion price | $ 0.0130 | ||||||||||||||
Convertible Notes Payable [Member] | Gary Berly [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 52,500 | ||||||||||||||
Debt instrument, interest rate | 25.00% | ||||||||||||||
Conversion feature | $ 51,040 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 0 days | ||||||||||||||
Risk Free interest rate | 0.00% | ||||||||||||||
Annualized volatility | 0.00% | ||||||||||||||
Shares issued | 3,000,000 | ||||||||||||||
Debt Principal amount | $ 13,500 | $ 39,000 | |||||||||||||
Accrued interest | 766 | ||||||||||||||
Conversion price | $ 0.0130 | ||||||||||||||
Convertible Notes Payable [Member] | One Investment Capital Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 52,500 | ||||||||||||||
Debt instrument, interest rate | 25.00% | ||||||||||||||
Conversion feature | $ 51,040 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 0 days | ||||||||||||||
Risk Free interest rate | 0.00% | ||||||||||||||
Annualized volatility | 0.00% | ||||||||||||||
Shares issued | 3,000,000 | ||||||||||||||
Debt Principal amount | $ 13,500 | $ 39,000 | |||||||||||||
Accrued interest | 766 | ||||||||||||||
Conversion price | $ 0.0130 | ||||||||||||||
Convertible Notes Payable [Member] | Sign N Drive Auto Mall Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 52,500 | ||||||||||||||
Debt instrument, interest rate | 25.00% | ||||||||||||||
Conversion feature | $ 51,040 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 0 days | ||||||||||||||
Risk Free interest rate | 0.00% | ||||||||||||||
Annualized volatility | 0.00% | ||||||||||||||
Shares issued | 3,000,000 | ||||||||||||||
Debt Principal amount | $ 13,500 | $ 39,000 | |||||||||||||
Accrued interest | $ 766 | ||||||||||||||
Conversion price | $ 0.0130 | ||||||||||||||
Convertible Notes Payable [Member] | Sign N Drive Auto Mall Inc [Member] | Transaction One [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||
Maturity date | Apr. 9, 2020 | ||||||||||||||
Proceeds from convertible debt | $ 15,000 | ||||||||||||||
Conversion feature | $ 133,720 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 284 days | ||||||||||||||
Risk Free interest rate | 1.92% | ||||||||||||||
Annualized volatility | 376.00% | ||||||||||||||
Debt Principal amount | $ 15,000 | ||||||||||||||
Accrued interest | $ 448 | ||||||||||||||
Percentage discount of conversion price | 60.00% | ||||||||||||||
Convertible Notes Payable [Member] | Sign N Drive Auto Mall Inc [Member] | Transaction Two [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||
Maturity date | Apr. 26, 2020 | ||||||||||||||
Proceeds from convertible debt | $ 100,000 | ||||||||||||||
Conversion feature | $ 892,009 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 300 days | ||||||||||||||
Risk Free interest rate | 1.92% | ||||||||||||||
Annualized volatility | 368.00% | ||||||||||||||
Debt Principal amount | $ 100,000 | ||||||||||||||
Accrued interest | $ 2,992 | ||||||||||||||
Percentage discount of conversion price | 60.00% | ||||||||||||||
Convertible Notes Payable [Member] | Black Scholes [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion feature | $ 51,040 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 0 days | ||||||||||||||
Risk Free interest rate | 0.00% | ||||||||||||||
Annualized volatility | 0.00% | ||||||||||||||
Convertible Notes Payable [Member] | Sunny Isles Capital, Inc [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||
Maturity date | Jun. 28, 2020 | ||||||||||||||
Proceeds from convertible debt | $ 10,000 | ||||||||||||||
Conversion feature | $ 89,450 | ||||||||||||||
Dividend yield | 0.00% | ||||||||||||||
Maturity term | 364 days | ||||||||||||||
Risk Free interest rate | 1.92% | ||||||||||||||
Annualized volatility | 345.00% | ||||||||||||||
Debt Principal amount | $ 10,000 | ||||||||||||||
Accrued interest | $ 299 | ||||||||||||||
Percentage discount of conversion price | 60.00% | ||||||||||||||
Loans Payable [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Interest rate | 5.00% | ||||||||||||||
Maturity date for each tranche funded | 12 months | ||||||||||||||
Debt Principal amount | $ 1,363,843 | 1,190,799 | |||||||||||||
Unamortized debt discount | 0 | 180,085 | |||||||||||||
Proceeds from company received aggregate amount | $ 112,400 | $ 0 | |||||||||||||
Loans Payable [Member] | Vehicles [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Maturity date for each tranche funded | 72 months | ||||||||||||||
Loans Payable [Member] | Marsan Properties [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Loans payable | $ 532,487 | $ 617,400 | |||||||||||||
Loans Payable [Member] | Ultegra Partner [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Loans payable | $ 11,583 | ||||||||||||||
Maturity date | Jan. 6, 2020 | ||||||||||||||
Proceeds from loans payable | $ 339,500 | ||||||||||||||
Loans Payable [Member] | Atlas Advanced Funding [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Loans payable | $ 1,216 | ||||||||||||||
Maturity date | Apr. 23, 2019 | ||||||||||||||
Proceeds from loans payable | $ 67,450 | ||||||||||||||
Repayments of loans payable | $ 25,000 | ||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Interest rate | 7.29% | ||||||||||||||
Auto loans, current | $ 8,239 | ||||||||||||||
Auto loans, non-current | 36,017 | ||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2020 [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Auto loans | 9,887 | ||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2021 [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Auto loans | 9,887 | ||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2022 [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Auto loans | 9,887 | ||||||||||||||
Loans Payable [Member] | 1st Scotia Bank [Member] | 2023 [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Auto loans | $ 6,356 | ||||||||||||||
Loans Payable [Member] | Grand Capital [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Convertible note face amount | $ 55,175 | ||||||||||||||
Loans payable | $ 922 | ||||||||||||||
Maturity date | Jun. 11, 2019 | ||||||||||||||
Gain on debt | $ 1,216 |
NOTES PAYABLE (Schedule of Char
NOTES PAYABLE (Schedule of Chart Show the Balances on Principal and Interest) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | ||
Principal | $ 442,884 | |
Interest | 40,607 | $ 28,595 |
Back Nine Capital, LLC (Eagle 2) [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 147,628 | |
Interest | 7,859 | |
One Investment Capital, Inc (Eagle 2) [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 147,628 | |
Interest | 7,859 | |
Sign N Drive Auto Mall, Inc (Eagle 2) [Member] | ||
Short-term Debt [Line Items] | ||
Principal | 147,628 | |
Interest | $ 7,859 |
NOTES PAYABLE (Convertible Note
NOTES PAYABLE (Convertible Notes Payable Summary) (Details) - USD ($) | Jun. 30, 2019 | Mar. 14, 2019 | Dec. 31, 2018 |
Short-term Debt [Line Items] | |||
Principal | $ 442,884 | ||
Interest | 40,607 | $ 28,595 | |
Unamortized Debt Discount | (266,197) | (418,314) | |
Net | 502,885 | $ 291,686 | |
Power Up Lending LTD [Member] | |||
Short-term Debt [Line Items] | |||
Principal | |||
Interest | 2,387 | ||
Unamortized Debt Discount | |||
Net | 2,387 | ||
Back Nine Capital LLC [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 766 | ||
Unamortized Debt Discount | |||
Net | 14,266 | $ 147,628 | |
Gary Berly [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 766 | ||
Unamortized Debt Discount | |||
Net | 14,266 | ||
One Investment Capital Inc [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 766 | ||
Unamortized Debt Discount | |||
Net | 14,266 | 147,628 | |
Sign N Drive Auto Mall Inc [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 13,500 | ||
Interest | 766 | ||
Unamortized Debt Discount | |||
Net | 14,266 | $ 147,628 | |
Gary Berlly(Eagle 3) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,198 | ||
Interest | 7,840 | ||
Unamortized Debt Discount | (40,504) | ||
Net | 114,534 | ||
Back Nine Capital, LLC (Eagle 2) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,628 | ||
Interest | 7,859 | ||
Unamortized Debt Discount | (40,623) | ||
Net | 114,864 | ||
One Investment Capital, Inc (Eagle 2) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,628 | ||
Interest | 7,859 | ||
Unamortized Debt Discount | (40,623) | ||
Net | 114,864 | ||
Sign N Drive Auto Mall, Inc (Eagle 2) [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 147,628 | ||
Interest | 7,859 | ||
Unamortized Debt Discount | (40,623) | ||
Net | 116,864 | ||
Sign N Drive Auto Mall, Inc [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 15,000 | ||
Interest | 449 | ||
Unamortized Debt Discount | (11,639) | ||
Net | 3,810 | ||
Sign N Drive Auto Mall, Inc [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 100,000 | ||
Interest | 2,992 | ||
Unamortized Debt Discount | (82,240) | ||
Net | 20,752 | ||
Sunny Isles Capital, LLC [Member] | |||
Short-term Debt [Line Items] | |||
Principal | 10,000 | ||
Interest | 299 | ||
Unamortized Debt Discount | (9,945) | ||
Net | $ 354 |
NOTES PAYABLE (Schedule of Loan
NOTES PAYABLE (Schedule of Loans Payable) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | ||
Loan amount | $ 57,154 | $ 57,154 |
Net of proceeds | ||
Debt discount and origin fees | ||
Net balance | 1,363,843 | |
Grand Capital Settlement [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 55,174 | |
Net of proceeds | ||
Debt discount and origin fees | ||
Interest rate | ||
Terms of payment | monthly | |
Net balance | $ 51,174 | |
Ultegra Settlement | ||
Short-term Debt [Line Items] | ||
Loan amount | 680,000 | |
Net of proceeds | ||
Debt discount and origin fees | ||
Interest rate | ||
Terms of payment | Assets Sale | |
Net balance | $ 608,582 | |
Marsan Settlement [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 551,087 | |
Net of proceeds | ||
Debt discount and origin fees | ||
Interest rate | 5.00% | |
Terms of payment | monthly | |
Net balance | $ 539,087 | |
Marsan - Settlement - Escrow Taxes [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 34,400 | |
Net of proceeds | ||
Debt discount and origin fees | ||
Interest rate | ||
Terms of payment | monthly | |
Net balance | $ 30,100 | |
707 Flats Rd. - Premier [Member] | ||
Short-term Debt [Line Items] | ||
Loan amount | 134,900 | |
Net of proceeds | ||
Net balance | $ 134,900 |
RELATED PARTY LOANS (Narrative)
RELATED PARTY LOANS (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 15, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Accrued interest | $ 40,607 | $ 28,595 | |||
Common Share issued | 226,965,896 | 59,803,654 | |||
Conversion amount | $ 357,767 | ||||
Remaining principal balances | 49,775 | ||||
Proceeds from related party loans | 28,727 | $ 54,401 | |||
Repayment of related parties loans | 20,000 | ||||
Debt Instrument principal | 57,154 | $ 57,154 | |||
Accrued interest - related party | 18,783 | 14,798 | |||
Liabilities held for sale | 359,114 | ||||
Other Related Party Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument principal | 708,367 | 360,528 | |||
D&D Capital Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued interest | |||||
Conversion amount | 38,072 | ||||
Remaining principal balances | 7,379 | ||||
Accrued interest - related party | 833 | 541 | |||
Kodiak Capital Group, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued interest | $ 2,630 | ||||
Note payable interest rate | 22.00% | ||||
Penalty Non-delivery of conversion for shares per day | $ 2,000 | ||||
Purchase from related party | $ 142,633 | ||||
Gain recognized for related party | $ 137,054 | ||||
S&E Capital Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued interest | $ 11,497 | ||||
Common Share issued | 2,450,000 | ||||
Conversion price | $ 0.04134 | ||||
Conversion amount | $ 101,283 |
RELATED PARTY LOANS (Schedule o
RELATED PARTY LOANS (Schedule of Loans) (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Principal | $ 442,884 | |
Interest | 40,607 | $ 28,595 |
Net | 502,885 | 291,686 |
D&D Capital Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Principal | 7,379 | |
Interest | ||
Net | 7,379 | |
S&E Capital Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Principal | 49,775 | |
Interest | $ 11,497 | |
Net | 49,775 | |
Convertible Notes Payable Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Principal | 57,154 | |
Interest | ||
Net | $ 57,154 |
EQUITY (Details)
EQUITY (Details) - USD ($) | Mar. 15, 2019 | Feb. 04, 2019 | Feb. 02, 2019 | Mar. 06, 2018 | Jan. 10, 2018 | Mar. 22, 2019 | Jan. 28, 2019 | Apr. 25, 2018 | Feb. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Feb. 28, 2019 | Dec. 31, 2018 | May 03, 2018 |
Class of Stock [Line Items] | ||||||||||||||
Preferred stock issued | 0 | 0 | ||||||||||||
Common Share issued | 226,965,896 | 59,803,654 | ||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Conversion amount | $ 357,767 | |||||||||||||
Cancellation of common shares | $ 2,340 | |||||||||||||
Eliminated derivative liabilities | $ 1,287,038 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Conversion of stock converted | 40,000 | 37,000 | 50,000 | 60,000 | ||||||||||
Preferred stock issued | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||
Common Share issued | 40,000,000 | 37,000,000 | 50,000,000 | 60,000,000 | ||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 109,569 | 156,333 | ||||||||||||
Accrued interest | $ 2,279 | |||||||||||||
Conversion price | $ 0.18 | $ 0.18 | ||||||||||||
Conversion amount | $ 16,928 | $ 28,140 | ||||||||||||
Power Up Lending Group, LTD [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Cancellation of common shares | $ 2,340 | |||||||||||||
Cancelled Transaction, shares | 156,000 | |||||||||||||
Power Up Lending Group, LTD [Member] | May 30 2017 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 45,000 | |||||||||||||
Conversion price | $ 0.08 | |||||||||||||
Conversion amount | $ 3,510 | |||||||||||||
Power Up Lending Group, LTD [Member] | September 27, 2017 [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 187,533 | |||||||||||||
Conversion price | $ 0.08 | |||||||||||||
Conversion amount | $ 14,140 | |||||||||||||
Shelby White [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 2,500,000 | |||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||
Gary Berlly [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 3,000,000 | |||||||||||||
Conversion price | $ 0.0130 | |||||||||||||
Conversion amount | $ 39,000 | |||||||||||||
Back Nine Capital LLC [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 3,000,000 | |||||||||||||
Conversion price | $ 0.0130 | |||||||||||||
Conversion amount | $ 39,000 | |||||||||||||
One Investment Capital Inc [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 3,000,000 | |||||||||||||
Conversion price | $ 0.0130 | |||||||||||||
Conversion amount | $ 39,000 | |||||||||||||
Sing N Drive Auto Mall, Inc [Member] | Common Stock [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 3,000,000 | |||||||||||||
Conversion price | $ 0.0130 | |||||||||||||
Conversion amount | $ 39,000 | |||||||||||||
M Svorai Investments, Inc [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Common Share issued | 5,162,242 | |||||||||||||
Accrued interest | $ 7,892 | |||||||||||||
Conversion price | $ 0.02712 | |||||||||||||
Conversion amount | $ 132,108 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jun. 11, 2019 | May 02, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | |||||||
Contingent Liabilities | $ 0 | $ 0 | $ 83,000 | ||||
Gain on extinguishment of debt | (198,403) | $ 137,054 | |||||
Atlas Funding vs. Northway Mining [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Initial judgment amount | 109,512 | ||||||
Initial judgment amount initiated | $ 75,225 | ||||||
Notes payable issued | $ 55,175 | ||||||
Commitment to make weekly payment | $ 1,000 | ||||||
Settled amount of lawsuit | $ 25,000 | ||||||
Gain on settlement | 60,904 | ||||||
Due to elimination amount of contingent liability associated with lawsuits | $ 83,000 | ||||||
Gain on extinguishment of debt | $ 143,904 |
SUBSEQUENT EVENTS AFTER JUNE _2
SUBSEQUENT EVENTS AFTER JUNE 30, 2019 (Details) - USD ($) | 1 Months Ended | ||
Jan. 16, 2020 | Jun. 30, 2019 | Jan. 22, 2019 | |
Subsequent Event [Line Items] | |||
Percentage acquired | 55.00% | ||
Convertible Notes Payable [Member] | Back Nine Capital, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Convertible notes payable conversion price | $ 0.0130 | ||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Back Nine Capital, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Convertible debt amount converted | $ 15,744 | ||
Convertible notes payable shares issued | 832,351 | ||
Convertible notes payable conversion price | $ 0.018915 | ||
Subsequent Event [Member] | Convertible Notes Payable [Member] | D&D Capital Inc [Member] | |||
Subsequent Event [Line Items] | |||
Convertible debt amount converted | $ 125,712 | ||
Convertible notes payable shares issued | 9,600,000 | ||
Convertible notes payable conversion price | $ 0.013095 | ||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Gary Berlly [Member] | |||
Subsequent Event [Line Items] | |||
Convertible debt amount converted | $ 15,744 | ||
Convertible notes payable shares issued | 832,351 | ||
Convertible notes payable conversion price | $ 0.018915 | ||
Subsequent Event [Member] | Convertible Notes Payable [Member] | Sign N Drive Auto Mall, Inc [Member] | |||
Subsequent Event [Line Items] | |||
Convertible debt amount converted | $ 15,744 | ||
Convertible notes payable shares issued | 832,351 | ||
Convertible notes payable conversion price | $ 0.018915 | ||
Subsequent Event [Member] | Agra Nutraceuticals Corporation [Member] | |||
Subsequent Event [Line Items] | |||
Percentage acquired | 77.50% | ||
Subsequent Event [Member] | SBS Eco Trust [Member] | Series A Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares transferred | 803,000 | ||
Subsequent Event [Member] | SBS Eco Trust [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares transferred | 197,000,000 |