Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Apr. 14, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Edge Data Solutions, Inc. | |
Entity Central Index Key | 0001614826 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 0 | |
Entity Common Stock, Shares Outstanding | 6,361,079 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2019 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 14,453 | $ 6,293 |
Total Current Assets | 14,453 | 6,293 |
TOTAL ASSETS | 14,453 | 6,293 |
Current Liabilities: | ||
Accounts payable | 163,360 | 109,572 |
Convertible notes payable, short-term | 200,000 | |
Accrued compensation - related party | 41,000 | 82,500 |
Advances from related parties | 88,429 | |
Accrued expenses | 10,980 | 1,914 |
Total Current Liabilities | 503,769 | 193,986 |
Total Liabilities | 503,769 | 193,986 |
Commitments and Contingencies (Note 8) | ||
Stockholders' Deficiency: | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized, 5,651,217 and 4,386,217 issued and outstanding as of December 31, 2019 and 2018, respectively. | 565 | 438 |
Additional paid-in capital | 55,817 | 40,000 |
Accumulated deficit | (559,698) | (257,948) |
Total Stockholders' Deficiency | (489,316) | (187,693) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 14,453 | 6,293 |
Class A Super Majority Voting Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred stock, value | 7,000 | 26,317 |
Class C Convertible Preferred Non-Voting Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred stock, value | $ 7,000 | $ 3,500 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 5,651,217 | 4,386,217 |
Common stock, shares outstanding | 5,651,217 | 4,386,217 |
Class A Super Majority Voting Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 7,000,000 | 7,000,000 |
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 |
Preferred stock, liquidation preferences | $ 26,317 | $ 26,317 |
Class C Convertible Preferred Non-Voting Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 7,000,000 | 7,000,000 |
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 |
Preferred stock, liquidation preferences | $ 3,500 | $ 3,500 |
Statement of Operations
Statement of Operations - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Revenues: | ||
Total Revenue | $ 288,922 | |
Total Cost of Goods Sold | (219,891) | |
Gross Margin | 69,031 | |
Operating Expenses: | ||
Sales and marketing | 35,409 | 13,401 |
General and administrative | 158,520 | 268,554 |
Impairment of long-lived assets | 26,550 | |
Stock-based compensation expense | 29,817 | 127 |
Total Operating Expenses | 250,296 | 282,082 |
Income from operations | (181,265) | (282,082) |
Other Expense | ||
Interest expense | (19,668) | |
Total Other Expense | (19,668) | |
Net Loss | $ (181,265) | $ (301,750) |
Net Loss per share (basic and diluted) | $ (0.10) | $ (0.06) |
Weighted average number of common shares outstanding | 1,823,129 | 5,354,066 |
Equipment Sales - Related Party [Member] | ||
Revenues: | ||
Total Revenue | $ 150,104 | |
Consulting and Management Fee Revenue - Related Party [Member] | ||
Revenues: | ||
Total Revenue | 18,954 | |
Equipment Sales [Member] | ||
Revenues: | ||
Total Revenue | 72,020 | |
Consulting and Management Fee Revenue [Member] | ||
Revenues: | ||
Total Revenue | 44,380 | |
Mining Commission Revenue [Member] | ||
Revenues: | ||
Total Revenue | 3,464 | |
Cost of Goods Sold - Related Party [Member] | ||
Revenues: | ||
Total Cost of Goods Sold | (144,990) | |
Cost of Goods Sold [Member] | ||
Revenues: | ||
Total Cost of Goods Sold | $ (74,901) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficiency - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock [Member] | |||
Balance | $ 438 | $ 40 | |
Balance Pre-Split, shares | 438,621,667 | 40,000,000 | |
Balance Post-Split, shares | 4,386,217 | 400,000 | |
Balance, shares | |||
Issuance of common stock for compensation, Pre-Split shares | 126,500,000 | 125,000 | |
Issuance of common stock for compensation, Post-Split shares | 1,265,000 | 1,250 | |
Issuance of common stock for compensation | $ 127 | ||
Issuance of common stock to satisfy debt (pre-reverse recapitalization), Pre-Split shares | 98,230,000 | ||
Issuance of common stock to satisfy debt (pre-reverse recapitalization), Post-Split shares | 982,300 | ||
Issuance of common stock to satisfy debt (pre-reverse recapitalization) | $ 98 | ||
Recapitalization, August 23, 2018, Pre-Split shares | 300,000,000 | ||
Recapitalization, August 23, 2018, Post-Split shares | 3,000,000 | ||
Recapitalization, August 23, 2018 | $ 300 | ||
Sale of common stock, Pre-Split | 266,667 | ||
Sale of common stock, Post-Split | 2,667 | ||
Sale of common stock | |||
Reclassification allocating preferred stock value between par value and additional paid-in capital | |||
Net loss | |||
Balance | $ 438 | $ 565 | $ 438 |
Balance Pre-Split, shares | 438,621,667 | 565,121,667 | 438,621,667 |
Balance Post-Split, shares | 4,386,217 | 5,651,217 | 4,386,217 |
Balance, shares | |||
Additional Paid-in Capital [Member] | |||
Balance | $ 40,000 | $ 4,761 | |
Issuance of common stock for compensation | |||
Issuance of common stock to satisfy debt (pre-reverse recapitalization) | 10,463 | ||
Recapitalization, August 23, 2018 | (15,224) | ||
Sale of common stock | 40,000 | ||
Reclassification allocating preferred stock value between par value and additional paid-in capital | 15,817 | ||
Net loss | |||
Balance | $ 40,000 | 55,817 | 40,000 |
Accumulated Deficit [Member] | |||
Balance | (257,948) | (49,259) | |
Issuance of common stock for compensation | |||
Recapitalization, August 23, 2018 | 15,924 | ||
Reclassification allocating preferred stock value between par value and additional paid-in capital | |||
Net loss | (301,750) | (181,265) | |
Balance | (257,948) | (559,698) | (257,948) |
Class A Preferred Stock [Member] | |||
Balance | $ 26,317 | $ 1,000 | |
Balance Pre-Split, shares | |||
Balance Post-Split, shares | |||
Balance, shares | 7,000,000 | 10,000,000 | |
Issuance of common stock for compensation, Pre-Split shares | |||
Issuance of common stock for compensation, Post-Split shares | |||
Issuance of common stock for compensation | |||
Recapitalization, August 23, 2018 | $ (1,000) | ||
Recapitalization, August 23, 2018, shares | (10,000,000) | ||
Issuance of Class A and C Preferred shares for compensation | $ 26,317 | ||
Issuance of Class A and C Preferred shares for compensation, shares | 7,000,000 | ||
Reclassification allocating preferred stock value between par value and additional paid-in capital | (19,317) | ||
Net loss | |||
Balance | $ 26,317 | $ 7,000 | $ 26,317 |
Balance Pre-Split, shares | |||
Balance Post-Split, shares | |||
Balance, shares | 7,000,000 | 7,000,000 | 7,000,000 |
Class C Convertible Preferred Stock [Member] | |||
Balance | $ 3,500 | ||
Balance Pre-Split, shares | |||
Balance Post-Split, shares | |||
Balance, shares | 7,000,000 | ||
Issuance of common stock for compensation, Pre-Split shares | |||
Issuance of common stock for compensation, Post-Split shares | |||
Issuance of common stock for compensation | |||
Issuance of Class A and C Preferred shares for compensation | $ 3,500 | ||
Issuance of Class A and C Preferred shares for compensation, shares | 7,000,000 | ||
Reclassification allocating preferred stock value between par value and additional paid-in capital | 3,500 | ||
Net loss | |||
Balance | $ 3,500 | $ 7,000 | $ 3,500 |
Balance Pre-Split, shares | |||
Balance Post-Split, shares | |||
Balance, shares | 7,000,000 | 7,000,000 | 7,000,000 |
Balance | $ (187,693) | $ (43,458) | |
Issuance of common stock for compensation | 127 | ||
Issuance of common stock to satisfy debt (pre-reverse recapitalization) | 10,561 | ||
Recapitalization, August 23, 2018 | |||
Sale of common stock | 40,000 | ||
Issuance of Class A and C Preferred shares for compensation | $ 29,817 | ||
Reclassification allocating preferred stock value between par value and additional paid-in capital | |||
Reverse split | |||
Net loss | $ (181,265) | (301,750) | $ (181,265) |
Balance | $ (187,693) | $ (489,316) | $ (187,693) |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | |||
Net Loss | $ (181,265) | $ (301,750) | $ (181,265) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |||
Stock-based compensation | 29,817 | 127 | |
Impairment of long-lived assets | 26,550 | ||
Changes in operating assets and liabilities: | |||
Change in accounts payable | 35,138 | 53,788 | |
Change in accrued compensation - related party | 82,500 | (41,500) | |
Change in accrued expenses | 103 | 9,066 | |
Net Cash (Used in) Operating Activities | (7,157) | (280,269) | |
Cash Flows from Investing Activities | |||
Purchase of property and equipment | (26,550) | ||
Net Cash (Used in) Investing Activities | (26,550) | ||
Cash Flows from Financing Activities | |||
Proceeds from issuance of short-term convertible debt | 200,000 | ||
Advances from related parties | 88,429 | ||
Sale of common stock | 40,000 | ||
Net Cash Provided by Financing Activities | 40,000 | 288,429 | |
Net Change In Cash | 6,293 | 8,160 | |
Cash at Beginning of Period | 6,293 | ||
Cash at End of Period | 6,293 | 14,453 | $ 6,293 |
Supplemental Disclosure of Cash Flow Information: | |||
Accounts payable and accrued liabilities assumed in connection with reverse acquisition | $ 76,245 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS EDGE DATA SOLUTIONS, INC. (the “Company”), formerly Blockchain Holdings Capital Ventures, Inc. (formerly Southeastern Holdings, Inc., formerly Safe Lane Systems, Inc.) was incorporated in the State of Colorado on September 10, 2013. Safe Lane Systems, Inc. redomiciled to become a Delaware holding corporation in September of 2016. On September 22, 2016, Safe Lane Systems, Inc. formed two wholly owned subsidiaries, SLS Industrial, Inc and Southeastern Holdings, Inc. (both Delaware corporations) and on September 30, 2016 completed a merger and reorganization in which Southeastern Holdings, Inc. (now Edge Data Solutions, Inc.) became the holding company. On December 1, 2016, the Company spun off its wholly owned subsidiary, SLS Industrial, Inc., along with its assets and liabilities, leaving Southeastern Holdings, Inc. as the only surviving entity. On August 23, 2018, the Company entered into a Bill of Sale and Assignment and Assumption Agreement with Blockchain Holdings, LLC (“Blockchain”), pursuant to which the Company purchased all of the assets of Blockchain which are used in the business of sourcing of blockchain mining equipment from various suppliers for their customers and also providing management of the equipment hosted, mining pools and tech work on such equipment. The Company issued 300,000,000 (equivalent to 3,000,000 after the reverse split) shares of its common stock, par value $.0001 to the members of Blockchain in exchange for the assets of Blockchain. On August 30, 2018 the Company changed its name to Blockchain Holdings Capital Ventures, Inc. Subsequently, on January 13, 2020, the Company changed its name to Edge Data Solutions, Inc. Business description Edge Data Solutions, Inc. (“EDSI” or “Company”) is a holding company with a foundation on building out a network of next generation, decentralized datacenters in support of the rapid growth driven by advanced computing technologies, including blockchain. Centralized infrastructure facilities servicing multiple geographical areas encounter many issues such as data congestion and weak network connections. To address this, data processing is moving closer to the customer. EDSI offers low-cost, secure colocation and private data hosting to meet this demand for Edge and micro datacenters. Technologies that are driving the movement range from cloud or information services, communications, networking, blockchain mining, disaster recovery solutions, AI, IoT, Big data, rendering, 5G, retail, healthcare, financial services, Smart Cities and self-driving cars. EDSI’s datacenters will generate revenue immediately after being deployed with a blockchain mining solution. These will be strategically placed to support both Edge customers and blockchain mining simultaneously. The modular design and ability to add additional datacenters as needed, preserves up front capital allowing for rapid deployment and scalability as business demand increases. After further evaluation of the market the Company is exploring options to purchase properties for its anticipated datacenter deployment. Change in Control On August 23, 2018, the Company entered into an agreement to purchase the assets of Blockchain Holdings, LLC for consideration of 300,000,000 shares to be issued in exchange for all of Blockchain Holdings, LLC’s assets. This share issuance resulted in a change of control of the issuer. The Company determined that this transaction resulted in a change of control based on the transfer of common stock since (1) the Company’s historical Class A Super Voting Preferred Stock was legally void, and (2) the intent of management would have been to transfer that control in connection with the purchase if that class of stock were valid. Immediately prior to the transaction, the Company’s former CEO, Paul Dickman, owned 72% of the outstanding common stock. Immediately after the transaction, the member of Blockchain Holdings, LLC held a total of 68% of the outstanding common stock, with the Company’s new management controlling a total of 45.6% of the outstanding common stock comprised of 22.8% held by a company owned and controlled by the current CEO and 22.8% held by an entity owned and controlled by the COO. Reverse Recapitalization The Company evaluated the August 23, 2018 acquisition of Blockchain Holdings, LLC’s outstanding interests and determined that the acquisition falls under guidance of the SEC’s Financial Reporting Manual, Section 12100, which deems the transaction to be a change in control and a “capital transaction in substance.” The Merger is being accounted for as a reverse recapitalization. Reverse recapitalization accounting applies when a non-operating public shell company (Southeastern Holdings, Inc.) acquires a private operating company (Blockchain) and the owners and management of the private operating company have actual or effective voting and operating control of the combined company. A reverse recapitalization is equivalent to the issuance of stock by the private operating company for the net monetary assets of the public shell corporation accompanied by a recapitalization with accounting similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets are recorded. The reverse recapitalization accounting is attributable to a long-held position of the staff of the Securities and Exchange Commission as the acquisition of a non-operating public shell company does not qualify as a business for business combination purposes, as described in Accounting Standards Codification Topic 805, Business Combinations Prior to Recapitalization Transaction Recapitalization After Recapitalization Class A super voting preferred stock* $ 1,000 $ - $ (1,000 ) $ - Class B non-voting preferred stock* - - Common stock 13,836 30,000 43,836 Additional paid-in capital 1,526 (121,607 ) (120,081 ) Accumulated deficit (92,607 ) 92,607 - Total Stockholders’ Equity / (Deficit) $ (76,245 ) $ 30,000 $ (30,000 ) $ (76,245 ) *As discussed elsewhere in this note, the Company subsequently discovered that all of its historical Preferred Stock classes were improperly filed with the State of Delaware and therefore legally null and void. The Company eliminated the outstanding Preferred Stock from the historical entity in the recapitalization accounting on August 23, 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company maintains the calendar year as its basis of reporting. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of December 31, 2019 and 2018, the Company’s cash balances did not exceed federally insured limits. Property and Equipment Property and equipment with an original cost in excess of $1,000 and having a useful life over one year is recorded at cost when purchased. Depreciation is recorded for property and equipment using the straight-line method over the estimated useful lives of assets. In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. The Company purchased coin mining equipment for $26,550 in early 2018 and determined that the fair market value of such equipment decreased significantly and recognized impairment expense of $26,550 during the period from February 5, 2018 (Inception) through December 31, 2018. As of each, December 31, 2019 and 2018, the Company had $0 of property and equipment, net of $26,550 of impairment. Accounts Payable and Accrued Liabilities Accounts payable consisted of $74,434 of liabilities incurred by the issuer prior to the merger as of each December 31, 2019 and 2018. The remaining accounts payable of $88,926 and $35,138 as of December 31, 2019 and 2018, respectively, consisted of amounts due for professional services and various other general and administrative expenses incurred after the acquisition. Accrued expenses consisted of $1,811 for state and local taxes payable and $103 of accrued interest due to a vendor as of December 31, 2018. As of December 31, 2019, accrued expenses consisted of $1,811 of state and local taxes payable, $1,903 of accrued interest due to a vendor and $7,266 of accrued interest on convertible debt. Accrued liabilities as of December 31, 2018 also included $82,500 of accrued consulting fees payable to entities owned by the CEO and COO ($45,000 and $37,500, respectively). As of December 31, 2019, accrued liabilities included $41,000 of accrued consulting fees payable to entities owned by the CEO ($22,000 and $19,000, respectively). Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities inactive markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the balance sheets approximate their fair value. Revenue Recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company’s revenue streams historically consisted of three components: 1. Equipment sales – The Company purchased and resold equipment, recognizing the equipment’s original costs and costs to deliver such to the customer as costs of goods sold. 2. Consulting and management fees – These fees consisted of various services provided to companies entering the blockchain space and range from equipment setup to facility management to general consulting. 3. Coin mining commissions – The Company collected a 5% commission on coins processed by its management clients. While the operating company generated early revenue from the aforementioned sources, the Company has shifted its focus to finding, building, vetting and acquiring assets to support computing demands including the blockchain and other computing-intensive spaces and is not currently pursuing operations that historically have generated revenue. There can be no assurances that these efforts will generate future revenue. Stock-Based Compensation The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately when stock or options are awarded for previous or current service without further recourse. On October 4, 2018, the Company issued 7,000,000 shares of Class A Preferred Stock and 7,000,000 shares of its Class C Convertible Preferred Stock to its officers as compensation. The Company determined the value of the Class A Preferred Stock to be $26,317 based on the amount of control the stock granted the officers in common stockholder voting matters, under the assumption that the common stock’s value was $0.0001 per share. The Company further assigned $3,500 of value to the Class C Convertible Preferred Stock based on the amount of common shares the officers could convert that stock into under the assumption of common stock having a value of $0.0001 per share. In February and March 2019, the Company granted advisors and consultants 915,000 shares of common stock in connection with services provided. 875,000 of these shares vested immediately, and 40,000 vested in June 2019. In April and May 2019, the Company issued 250,000 fully-vested shares of common stock to advisors and consultants in connection for services provided. In August 2019, the Company issued 50,000 shares of common stock to an advisor for services rendered. The Company’s contract with the advisor called for 50,000 shares of common stock to be issued every 90 days, resulting in an additional 50,000 shares due in November 2019. The Company accrued such shares in 2019, and the Board subsequently approved issuance in January 2020. The Company recognized stock-based compensation expense of $127 for the year ended December 31, 2019 and $26,317 of stock-based compensation expense. For the period from February 5, 2018 (Inception) through December 31, 2018. Income Taxes The Company is subject to taxation in various jurisdictions and may be subject to examination by various authorities. 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. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences 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 in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3: GOING CONCERN As shown in the accompanying financial statements as of December 31, 2019, the Company had $14,453 of cash, as compared to total current liabilities of $503,769, has incurred substantial operating losses, and had an accumulated deficit of $559,698. Furthermore, the Company’s revenue history has been limited and unstable, and there can be no assurances of future revenues. Given these factors, the Company is dependent on financing from outside parties, and management intends to pursue outside capital through debt and equity vehicles. There is no assurance that these efforts will materialize or be successful or sufficient to fund operations and meet obligations as they come due. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Stockholders' Deficiency
Stockholders' Deficiency | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Deficiency | NOTE 4: STOCKHOLDERS’ DEFICIENCY The Company has designated ten million (10,000,000) shares of its preferred stock, par value $0.001 as Class A Preferred Super Majority Voting Stock* (“Class A”). The Class A shares have the right to vote upon matters submitted to the holders of common stock, par value $0.0001 of the Company. Class A shares have a vote equal to the number of shares of common stock of the Company which would give the holders of the Class A shares a vote equal to sixty percent (60%) of the common stock. This vote shall be exercised pro-rata by the holders of the Class A. The Company shall have the right to redeem, in its sole and absolute discretion, at any time one (1) year after the date of issuance of such Class A shares, all or any portion of the shares of Class A at a price of one cent ($0.01) per share. On October 4, 2018, the Company issued a total of 7,000,000 Class A Preferred shares to its CEO and COO as stock-based compensation for services rendered. The Company has not currently authorized a Class B designation of Preferred Stock. The Company has designated ten million (10,000,000) shares of its preferred stock, par value $0.001 as Class C Convertible Preferred Non-Voting Stock* (“Class C”). Each shares of Class C shall be convertible into five (5) shares of common stock. The holders of Class C shall be entitled to receive the same dividend as the holders of the common stock and such dividend shall be paid pro rata per share on a fully converted basis. The holders of Class C shall have piggyback registration rights. The Company shall have the right to redeem, in its sole and absolute discretion, at any time after five (5) years, all or any portion of the shares of Class C at a price of five dollars ($5.00) per share. The Class C shares shall be considered to have a junior liquidation preference to Class A shares and a senior dividend preference to Class A shares. On October 4, 2018, the Company issued a total of 7,000,000 Class C Preferred shares to its CEO and COO as stock-based compensation for services rendered. In April 2019, the Company filed an amended and restated certificate of designation, which restricts the CEO and COO from converting the 7,000,000 shares into common stock for 36 months from the issuance date. *Upon the change in control discussed in note 1 to the financial statements, the Company discovered that all of its historical Preferred Stock classes were improperly filed with the State of Delaware and therefore legally null and void. The Company eliminated the outstanding Preferred Stock from the historical entity in the recapitalization accounting on August 23, 2018. The Class A and C shares above are governed by certificates of designation filed with the State of Delaware on September 17, 2018. In connection with the acquisition on August 23, 2018, the Company recognized a reverse recapitalization totaling 138,355,000 (equivalent to 1,383,550 post-split) shares of common stock, which reflects all Southeastern Holdings, Inc. prior equity activity, and recognized the issuance of 300,000,000 (equivalent to 3,000,000 post-split) shares of common stock recorded at par value to effect the acquisition. On August 29, 2018, the Company’s former CEO purchased 266,667 (equivalent to 2,667 post-split) common shares for $40,000. On December 13, 2018, the Company announced a 100-for-1 reverse split of outstanding common shares. On December 27, 2018, the reverse split became effective, resulting in the outstanding common share pool being reduced from 438,621,667 shares to 4,386,217 common shares, resulting in a reclassification of $39,477 from the common stock’s par value to additional paid-in capital. At that time, the Company also reduced its authorized common shares from 450,000,000 to 150,000,000. On September 30, 2019, the Company re-allocated its preferred stock value between par value and additional paid-in capital, resulting in a net reclassification of $15,817 from Class A and Class C preferred stock to additional paid-in capital during the year ended December 31, 2019. As of December 31, 2019, the Company was authorized to issue 150,000,000 shares of common stock. All common stock shares have full dividend and voting rights. However, it is not anticipated that the Company will be declaring dividends in the foreseeable future. As of December 31, 2019, the Company had 5,651,217 common shares outstanding. As of December 31, 2019, 7,000,000 shares of Class A Preferred Stock and 7,000,000 shares of Class C Preferred Stock were issued and outstanding. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5: RELATED PARTY TRANSACTIONS During the period from February 5, 2018 (inception) through December 31, 2018, the Company paid consulting fees of $10,000 and $7,500 to its CEO and COO, respectively, and included these fees in general and administrative expenses. The Company accrued an additional $45,000 and $37,500 of consulting fees to the CEO and COO, respectively, resulting in $82,500 of accrued expenses as of December 31, 2018. During 2019, the Company paid $5,000 and $25,000 in current period consulting fees, paid out $45,000 and $37,500 of previously accrued consulting fees, and accrued an additional $22,000 and $19,000 of consulting fees to entities controlled by the CEO and COO, all respectively. As of December 31, 2019, accrued consulting fees payable to the CEO and COO totaled $22,000 and $19,000, respectively. The Company does not currently have consulting or employment agreements with these individuals, and as a result, these fees may fluctuate from time to time. While the Company believes these individuals were appropriately classified as contractors and has accordingly neither paid nor accrued payroll taxes, these payments may result in future tax liabilities should the Internal Revenue Service deem these individuals to be employees. Equipment sales revenue during the period from February 5, 2018 (Inception) through December 31, 2018 included $6,450 of sales to the former CEO and $2,391 to the current CEO. During the period from February 5, 2018 (Inception) through December 31, 2018, the Company paid the CEO’s company, Wannemacher Corporation., $5,612 of commissions on management and consulting revenue and paid the COO’s company, Omnivance Advisors, Inc. $4,829 of commissions on the same. The Company also paid out an estimated $3,464 ($1,732 to the CEO and $1,732 to the COO) in cryptocurrency as commission from the Company’s mining operations and included this in sales and marketing expense. These commissions are included in sales and marketing expense on the statement of operations. During the period from February 5, 2018 (Inception) through December 31, 2018, the Company’s revenues and costs of goods sold included the following related party transactions: Management and Consulting Fees Equipment Sales Customer February 5, 2018 (Inception) through December 31, 2018 February 5, 2018 (Inception) through December 31, 2018 ChineseInvestors.com, Inc. (1) $ 18,954 $ 141,263 Paul Dickman (2) - 6,450 Delray Wannemacher (3) - 2,391 Total related party revenue $ 18,954 $ 150,104 Cost of goods sold - (159,450 ) Gross margin $ 18,954 $ (9,346 ) (1) Paul Dickman, the Company’s former CEO was the CFO of ChineseInvestors.com, Inc. and was therefore deemed to exercise significant influence. (2) Paul Dickman is the Company’s former CEO. (3) Delray Wannemacher is the Company’s current CEO. During 2019, the Company’s CEO and COO paid expenses on behalf of the Company totaling $101,694 and $36,216, and the Company repaid $42,454 and $7,027 of those expenses, respectively. As of December 31, 2019, the Company was indebted to the CEO for $59,240 and to the COO for $29,189 for expenses paid on behalf of the company. As of December 31, 2019 and 2018, the Company was indebted to its CEO and COO for $41,000 and $82,500 of accrued consulting fees, respectively. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 6: CONVERTIBLE NOTES In May 2019, the Company issued short-term convertible notes for total proceeds of $100,000 and issued another convertible note in November 2019 for an additional $100,000. These notes mature one year from execution and accrue interest at a rate of 10% per annum. Conversion terms call for conversion of principal and accrued interest at 70% of the stock price upon closing any offering resulting in aggregate financing of at least $1,000,000. The Company evaluated the convertible notes in light of ASC 470 and determined that a beneficial conversion feature exists. However, given the lack of a market for the Company’s stock, the Company concluded that such a feature would be trivial in value and allocated the full principal amount to the convertible note liability. During the year ended December 31, 2019, the Company recorded interest expense of $7,267, resulting in accrued interest of $7,267 as of December 31, 2019. Subequently, in January 2020, two noteholders converted $100,000 of principal and $6,966 of interest into 427,862 equity units at $0.25, each consisting of a three-year warrant to purchase two shares of the Company’s common stock for $0.50 each, and one share of the Company’s common stock. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 7: INCOME TAX The Company recorded no deferred income tax provision or benefit for the year ended December 31, 2019 or the period from February 5, 2018 (Inception) through December 31, 2018, because the Company believes it is more likely than not that net operating loss carryforwards will not be utilized in the near future due to net losses. The Company has generated no taxable income. The income tax provision (benefit) differs from the amount computed by applying the U.S. Federal income tax rate of 21% plus applicable state rates to the loss before income taxes due to the unrecognized benefit resulting from the Company’s valuation allowance, as well as due to nondeductible expenses. The Company’s blended tax rate of 21% currently consists of 21% for U.S. Federal income tax and 0% for Delaware state income taxes. The following tables set forth the Company’s analysis of its deferred tax assets and related valuation allowances: Income Tax Valuation Allowance As of December 31, 2019 December 31, 2018 Net loss before income taxes $ (301,750 ) $ (181,265 ) Adjustments to net loss: Stock-based compensation expense 127 29,817 Permanent book-tax differences: IRS deduction limitations 1,504 641 Net operating loss carryforwards retained from reverse recapitalization accounting acquiree - (76,683 ) Net operating losses from reverse recapitalization accounting acquirer - 151 Net taxable income (loss) (300,119 ) (227,339 ) Income tax rate 21 % 21 % Income tax recovery (63,025 ) (47,741 ) Valuation allowance change 63,025 47,741 Provision for income taxes $ - $ - Components of Deferred Income Tax Assets As of December 31, 2019 December 31, 2018 Net operating loss carryforward $ 110,766 $ 47,741 Valuation allowance (110,766 ) (47,741 ) Net deferred income tax asset $ - $ - |
Concentrations, Commitments and
Concentrations, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Concentrations, Commitments and Contingencies | NOTE 8: CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES During the period from February 5, 2018 (Inception) through December 31, 2018, the Company identified the following concentrations among its customers, which it deems significant: Concentration Customer February 5, 2018 (Inception) through December 31, 2018 Customer A (related party) 52 % Customer B 33 % Customer C 3 % The Company has identified no material commitments and contingencies through the date of these financial statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 9: RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this accounting policy on January 1, 2019 and has determined that it currently does not impact the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10: SUBSEQUENT EVENTS On January 10, 2020, the Company purchased graphics hardware with a stated value of $16,000 for 32,000 shares of common stock. This purchase occurred in connection with a nonbinding memo of understanding pertaining to a prospective acquisition. This transaction has not yet closed as of the date of these financial statements. In January 2020, the Company also approved the issuance of 50,000 common shares to the advisor whose shares were accrued in November 2019, as discussed in the “Stock-Based Compensation” section of Note 2. In January 2020, the Company issued 627,862 equity units at $0.25 to two individuals in exchange for conversion of $100,000 of convertible notes and $6,966 of accrued interest and an additional $50,000 of cash. Each equity unit consists of a three-year warrant to purchase two shares of the Company’s common stock for $0.50 each, and one share of the Company’s common stock. The Company may call the warrants in the event its common stock trades for $1.00 or more per share for ten out of fifteen consecutive trading days. On January 29, 2020, the Company entered into a master service agreement with Charter Trading Corporation (“Charter”), a Texas company, under which Charter will provide materials and various engineering and design services in connection with the Company’s development of planned datacenters. The Company has not yet realized any financial impacts pertaining to this agreement. In February 2020, the Company issued a one-year convertible note for $100,000, bearing interest at 10% annually and calling for conversion at a 30% discount in the event of a financing exceeding $1,000,000. In February 2020, the Company issued 50,000 additional shares to an advisor pursuant to an advisory agreement. Effective March 1, 2020, the Company entered into a consulting agreement with a capital formation consultant, with the intent that the consultant will make introductions to potential capital sources. The consulting agreement calls for a monthly cash fee of $10,000 for the first six months and 100,000 shares of restricted common stock upon the earlier of (a) closing of $500,000 of debt or equity financing or (b) the second agreement renewal. Upon the earlier of (a) a $2,500,000 debt or equity financing or (b) the second agreement renewal, the consultant’s base compensation will increase to $15,000 per month. In the event the Company achieves at least $2,500,000 of debt or equity funding, the consultant will receive 250,000 fully vested warrants to purchase shares of the Company’s common shares at $0.25 each for the next three years. The Company may, at the option of the Board, issue additional equity as an annual performance bonus. On March 29, 2020, the Company entered into two agreements with NFS Leasing, Inc. to lease datacenter equipment for 36 months, at which point the company has the options to: (a) purchase equipment at fair market value, (b) extend lease payments on a month-to-month basis or (c) return the equipment. The agreements call for payment, as follows: ● Agreement 1: Initial payment of $12,686 ($7,754 security deposit, $3,140 sales tax, a $500 origination fee and one month of rent at $1,292), with 35 monthly payments of $1,292 to follow. All payments are made in advance. ● Agreement 2: Initial payment of $85,863 ($69,775 security deposit, $959 sales tax on first month’s rent, a $3,500 origination fee and one month of rent at $11,629), with 35 monthly payments of $11,629 plus sales tax to follow. All payments are made in advance. On April 9, 2020, the Company issued a one-year convertible note for $50,000, bearing interest at 10% per annum and calling for conversion at a 30% discount in the event of a financing exceeding $1,000,000. Management has evaluated all significant events through the date the financial statements were available to be issued, noting no further subsequent events requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company maintains the calendar year as its basis of reporting. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents and Concentration of Cash Balance | Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of December 31, 2019 and 2018, the Company’s cash balances did not exceed federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment with an original cost in excess of $1,000 and having a useful life over one year is recorded at cost when purchased. Depreciation is recorded for property and equipment using the straight-line method over the estimated useful lives of assets. In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. The Company purchased coin mining equipment for $26,550 in early 2018 and determined that the fair market value of such equipment decreased significantly and recognized impairment expense of $26,550 during the period from February 5, 2018 (Inception) through December 31, 2018. As of each, December 31, 2019 and 2018, the Company had $0 of property and equipment, net of $26,550 of impairment. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable consisted of $74,434 of liabilities incurred by the issuer prior to the merger as of each December 31, 2019 and 2018. The remaining accounts payable of $88,926 and $35,138 as of December 31, 2019 and 2018, respectively, consisted of amounts due for professional services and various other general and administrative expenses incurred after the acquisition. Accrued expenses consisted of $1,811 for state and local taxes payable and $103 of accrued interest due to a vendor as of December 31, 2018. As of December 31, 2019, accrued expenses consisted of $1,811 of state and local taxes payable, $1,903 of accrued interest due to a vendor and $7,266 of accrued interest on convertible debt. Accrued liabilities as of December 31, 2018 also included $82,500 of accrued consulting fees payable to entities owned by the CEO and COO ($45,000 and $37,500, respectively). As of December 31, 2019, accrued liabilities included $41,000 of accrued consulting fees payable to entities owned by the CEO ($22,000 and $19,000, respectively). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities inactive markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the balance sheets approximate their fair value. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that we: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company’s revenue streams historically consisted of three components: 1. Equipment sales – The Company purchased and resold equipment, recognizing the equipment’s original costs and costs to deliver such to the customer as costs of goods sold. 2. Consulting and management fees – These fees consisted of various services provided to companies entering the blockchain space and range from equipment setup to facility management to general consulting. 3. Coin mining commissions – The Company collected a 5% commission on coins processed by its management clients. While the operating company generated early revenue from the aforementioned sources, the Company has shifted its focus to finding, building, vetting and acquiring assets to support computing demands including the blockchain and other computing-intensive spaces and is not currently pursuing operations that historically have generated revenue. There can be no assurances that these efforts will generate future revenue. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately when stock or options are awarded for previous or current service without further recourse. On October 4, 2018, the Company issued 7,000,000 shares of Class A Preferred Stock and 7,000,000 shares of its Class C Convertible Preferred Stock to its officers as compensation. The Company determined the value of the Class A Preferred Stock to be $26,317 based on the amount of control the stock granted the officers in common stockholder voting matters, under the assumption that the common stock’s value was $0.0001 per share. The Company further assigned $3,500 of value to the Class C Convertible Preferred Stock based on the amount of common shares the officers could convert that stock into under the assumption of common stock having a value of $0.0001 per share. In February and March 2019, the Company granted advisors and consultants 915,000 shares of common stock in connection with services provided. 875,000 of these shares vested immediately, and 40,000 vested in June 2019. In April and May 2019, the Company issued 250,000 fully-vested shares of common stock to advisors and consultants in connection for services provided. In August 2019, the Company issued 50,000 shares of common stock to an advisor for services rendered. The Company’s contract with the advisor called for 50,000 shares of common stock to be issued every 90 days, resulting in an additional 50,000 shares due in November 2019. The Company accrued such shares in 2019, and the Board subsequently approved issuance in January 2020. The Company recognized stock-based compensation expense of $127 for the year ended December 31, 2019 and $26,317 of stock-based compensation expense. For the period from February 5, 2018 (Inception) through December 31, 2018. |
Income Taxes | Income Taxes The Company is subject to taxation in various jurisdictions and may be subject to examination by various authorities. 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. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences 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 in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Recapitalization Entry Resulted in Changes to Equity | The Company’s recapitalization entry resulted in the following changes to equity: Prior to Recapitalization Transaction Recapitalization After Recapitalization Class A super voting preferred stock* $ 1,000 $ - $ (1,000 ) $ - Class B non-voting preferred stock* - - Common stock 13,836 30,000 43,836 Additional paid-in capital 1,526 (121,607 ) (120,081 ) Accumulated deficit (92,607 ) 92,607 - Total Stockholders’ Equity / (Deficit) $ (76,245 ) $ 30,000 $ (30,000 ) $ (76,245 ) *As discussed elsewhere in this note, the Company subsequently discovered that all of its historical Preferred Stock classes were improperly filed with the State of Delaware and therefore legally null and void. The Company eliminated the outstanding Preferred Stock from the historical entity in the recapitalization accounting on August 23, 2018. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Revenues and Costs of Goods Sold Included in Related Party Transactions | During the period from February 5, 2018 (Inception) through December 31, 2018, the Company’s revenues and costs of goods sold included the following related party transactions: Management and Consulting Fees Equipment Sales Customer February 5, 2018 (Inception) through December 31, 2018 February 5, 2018 (Inception) through December 31, 2018 ChineseInvestors.com, Inc. (1) $ 18,954 $ 141,263 Paul Dickman (2) - 6,450 Delray Wannemacher (3) - 2,391 Total related party revenue $ 18,954 $ 150,104 Cost of goods sold - (159,450 ) Gross margin $ 18,954 $ (9,346 ) (1) Paul Dickman, the Company’s former CEO was the CFO of ChineseInvestors.com, Inc. and was therefore deemed to exercise significant influence. (2) Paul Dickman is the Company’s former CEO. (3) Delray Wannemacher is the Company’s current CEO. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Valuation Allowances | The following tables set forth the Company’s analysis of its deferred tax assets and related valuation allowances: Income Tax Valuation Allowance As of December 31, 2019 December 31, 2018 Net loss before income taxes $ (301,750 ) $ (181,265 ) Adjustments to net loss: Stock-based compensation expense 127 29,817 Permanent book-tax differences: IRS deduction limitations 1,504 641 Net operating loss carryforwards retained from reverse recapitalization accounting acquiree - (76,683 ) Net operating losses from reverse recapitalization accounting acquirer - 151 Net taxable income (loss) (300,119 ) (227,339 ) Income tax rate 21 % 21 % Income tax recovery (63,025 ) (47,741 ) Valuation allowance change 63,025 47,741 Provision for income taxes $ - $ - |
Schedule of Components of Deferred Income Tax Assets | Components of Deferred Income Tax Assets As of December 31, 2019 December 31, 2018 Net operating loss carryforward $ 110,766 $ 47,741 Valuation allowance (110,766 ) (47,741 ) Net deferred income tax asset $ - $ - |
Concentrations, Commitments a_2
Concentrations, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Concentration Risk Among Customers | During the period from February 5, 2018 (Inception) through December 31, 2018, the Company identified the following concentrations among its customers, which it deems significant: Concentration Customer February 5, 2018 (Inception) through December 31, 2018 Customer A (related party) 52 % Customer B 33 % Customer C 3 % |
Organization and Nature of Op_3
Organization and Nature of Operations (Details Narrative) - $ / shares | Aug. 29, 2018 | Aug. 23, 2018 | Dec. 31, 2018 | Dec. 31, 2019 |
Number of shares issued equivalent to reverse split | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Paul Dickman [Member]] | ||||
Ownership percentage | 72.00% | |||
Chief Executive Officer [Member] | ||||
Number of common stock issued | 266,667 | |||
Ownership percentage | 22.80% | |||
Chief Operating Officer [Member] | ||||
Ownership percentage | 22.80% | |||
Blockchain Holdings, LLC [Member] | ||||
Number of common stock issued | 300,000,000 | |||
Number of shares issued equivalent to reverse split | 3,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Number of shares issued in exchange for purchase of assets | 300,000,000 | |||
Ownership percentage | 68.00% | |||
New Management [Member] | ||||
Ownership percentage | 45.60% |
Organization and Nature of Op_4
Organization and Nature of Operations - Schedule of Recapitalization Entry Resulted in Changes to Equity (Details) - USD ($) | Dec. 27, 2018 | Aug. 23, 2018 | |
Prior to Recapitalization | $ (76,245) | ||
Transaction | 30,000 | ||
Recapitalization | $ (39,477) | (30,000) | |
After Recapitalization | (76,245) | ||
Common Stock [Member] | |||
Prior to Recapitalization | 13,836 | ||
Transaction | 30,000 | ||
Recapitalization | |||
After Recapitalization | 43,836 | ||
Additional Paid-in Capital [Member] | |||
Prior to Recapitalization | 1,526 | ||
Transaction | |||
Recapitalization | (121,607) | ||
After Recapitalization | (120,081) | ||
Accumulated Deficit [Member] | |||
Prior to Recapitalization | (92,607) | ||
Transaction | |||
Recapitalization | 92,607 | ||
After Recapitalization | |||
Class A Super Majority Voting Preferred Stock [Member] | |||
Prior to Recapitalization | [1] | 1,000 | |
Transaction | [1] | ||
Recapitalization | [1] | (1,000) | |
After Recapitalization | [1] | ||
Class B Non-Voting Preferred Stock [Member] | |||
Prior to Recapitalization | [1] | ||
After Recapitalization | [1] | ||
[1] | As discussed elsewhere in this note, the Company subsequently discovered that all of its historical Preferred Stock classes were improperly filed with the State of Delaware and therefore legally null and void. The Company eliminated the outstanding Preferred Stock from the historical entity in the recapitalization accounting on August 23, 2018. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Oct. 04, 2018 | Aug. 31, 2019 | Jun. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Property and equipment, original cost in excess | $ 1,000 | |||||||||
Property and equipment, useful life | 1 year | |||||||||
Purchased coin mining equipment | $ 26,550 | |||||||||
Impairment of long-lived assets | 26,550 | |||||||||
Property and equipment, net | 0 | 0 | ||||||||
Impairment of property and equipment | 26,550 | 26,550 | ||||||||
Accounts payable other | 74,434 | 74,434 | ||||||||
State and local taxes payable | 1,811 | 1,811 | ||||||||
Accrued consulting fees payable | $ 82,500 | $ 41,000 | ||||||||
Commission fees percentage | 5.00% | |||||||||
Stock issued during period stock-based compensation, value | $ 127 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Stock-based compensation expense | $ 29,817 | $ 127 | ||||||||
Class A Preferred Shares [Member] | ||||||||||
Stock issued during period stock-based compensation, shares | 7,000,000 | |||||||||
Stock issued during period stock-based compensation, value | $ 26,317 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Class C Convertible Preferred Non-Voting Stock [Member] | ||||||||||
Stock issued during period stock-based compensation, shares | 7,000,000 | |||||||||
Stock issued during period stock-based compensation, value | $ 3,500 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Accrued consulting fees payable | 45,000 | 22,000 | ||||||||
Chief Operating Officer [Member] | ||||||||||
Accrued consulting fees payable | 37,500 | 19,000 | ||||||||
Advisors and Consultants [Member] | ||||||||||
Number of common stock shares granted for services provided | 250,000 | 250,000 | 915,000 | 915,000 | ||||||
Number of shares vested | 40,000 | 875,000 | ||||||||
Advisors [Member] | ||||||||||
Number of common stock shares granted for services provided | 50,000 | |||||||||
Convertible Debt [Member] | ||||||||||
Accrued interest | 7,266 | |||||||||
Vendor [Member] | ||||||||||
Accrued interest | 1,903 | 103 | ||||||||
Professional Services And Various Other General And Administrative Expenses [Member] | ||||||||||
Accounts payable other | $ 88,925 | $ 35,138 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 14,453 | $ 6,293 |
Total current liabilities | 503,769 | 193,986 |
Accumulated deficit | $ (559,698) | $ (257,948) |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - USD ($) | Dec. 27, 2018 | Dec. 13, 2018 | Oct. 04, 2018 | Oct. 04, 2018 | Aug. 29, 2018 | Aug. 23, 2018 | Aug. 23, 2018 | Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Number of shares purchased, value | $ 40,000 | ||||||||||
Reverse stock split | Company announced a 100-for-1 reverse split of outstanding common shares. | ||||||||||
Common stock, shares outstanding | 438,621,667 | 5,651,217 | 4,386,217 | ||||||||
Common stock, shares authorized | 450,000,000 | 150,000,000 | 150,000,000 | ||||||||
Recapitalization costs | $ 39,477 | $ 30,000 | |||||||||
Common Stock [Member] | |||||||||||
Recapitalization shares of common stock | 138,355,000 | ||||||||||
Number of shares purchased, value | |||||||||||
Recapitalization costs | |||||||||||
Common Stock [Member] | Southeastern Holdings, Inc [Member] | |||||||||||
Number of shares issued during acquisition | 300,000,000 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Number of shares purchased | 266,667 | ||||||||||
Number of shares purchased, value | $ 40,000 | ||||||||||
Class A Super Majority Voting Preferred Stock [Member] | |||||||||||
Preferred stock shares designated | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Voting percentage for common stock | Class A shares a vote equal to sixty percent (60%) of the common stock | ||||||||||
Right to redeemable, description | The Company shall have the right to redeem, in its sole and absolute discretion, at any time one (1) year after the date of issuance of such Class A shares, all or any portion of the shares of Class A at a price of one cent ($0.01) per share. | ||||||||||
Recapitalization costs | [1] | $ 1,000 | |||||||||
Preferred stock issued | 7,000,000 | 7,000,000 | |||||||||
Preferred stock outstanding | 7,000,000 | 7,000,000 | |||||||||
Class A Super Majority Voting Preferred Stock [Member] | Chief Executive Officer and Chief Operating Officer [Member] | |||||||||||
Stock issued during period stock-based compensation, shares | 7,000,000 | ||||||||||
Class C Convertible Preferred Non-Voting Stock [Member] | |||||||||||
Preferred stock shares designated | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Right to redeemable, description | The Company shall have the right to redeem, in its sole and absolute discretion, at any time after five (5) years, all or any portion of the shares of Class C at a price of five dollars ($5.00) per share. | ||||||||||
Stock issued during period stock-based compensation, shares | 7,000,000 | ||||||||||
Conversion of common stock, description | Each shares of Class C shall be convertible into five (5) shares of common stock. | ||||||||||
Preferred stock, redemption price per share | $ 5 | ||||||||||
Preferred stock issued | 7,000,000 | 7,000,000 | |||||||||
Preferred stock outstanding | 7,000,000 | 7,000,000 | |||||||||
Class C Convertible Preferred Non-Voting Stock [Member] | Chief Executive Officer and Chief Operating Officer [Member] | |||||||||||
Stock issued during period stock-based compensation, shares | 7,000,000 | ||||||||||
Number of shares restricted for conversion | 7,000,000 | ||||||||||
Post-Split [Member] | |||||||||||
Common stock, shares outstanding | 4,386,217 | ||||||||||
Post-Split [Member] | Southeastern Holdings, Inc [Member] | |||||||||||
Recapitalization shares of common stock | 1,383,550 | ||||||||||
Post-Split [Member] | Common Stock [Member] | Southeastern Holdings, Inc [Member] | |||||||||||
Number of shares issued during acquisition | 3,000,000 | ||||||||||
Post-Split [Member] | Chief Executive Officer [Member] | |||||||||||
Number of shares purchased | 2,667 | ||||||||||
Class A and Class C Preferred Stock [Member] | |||||||||||
Reclassification allocating preferred stock value between par value and additional paid-in capital | $ 15,817 | ||||||||||
[1] | As discussed elsewhere in this note, the Company subsequently discovered that all of its historical Preferred Stock classes were improperly filed with the State of Delaware and therefore legally null and void. The Company eliminated the outstanding Preferred Stock from the historical entity in the recapitalization accounting on August 23, 2018. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Accrued consulting fees | $ 82,500 | $ 41,000 |
Sales and Marketing Expense [Member] | ||
Cryptocurrency as Commission on mining operations | 3,464 | |
Chief Executive Officer [Member] | ||
Consulting fees | 5,000 | |
Accrued consulting fees | 45,000 | 22,000 |
Payment of consulting fees | 45,000 | |
Additional consulting fees | 22,000 | |
Revenue related parties transaction | 2,391 | |
Related Party expenses | 101,694 | |
Payment for related party expenses | 42,454 | |
Indebted for accrued consulting fees | 59,240 | |
Chief Executive Officer [Member] | Wannemacher Corporation [Member] | ||
Commissions on management and consulting revenue | 5,612 | |
Chief Executive Officer [Member] | General and Administrative Expense [Member] | ||
Consulting fees | 10,000 | |
Chief Executive Officer [Member] | Sales and Marketing Expense [Member] | ||
Cryptocurrency as Commission on mining operations | 1,732 | |
Chief Operating Officer [Member] | ||
Consulting fees | 25,000 | |
Accrued consulting fees | 37,500 | 19,000 |
Payment of consulting fees | 37,500 | |
Additional consulting fees | 19,000 | |
Related Party expenses | 36,216 | |
Payment for related party expenses | 7,027 | |
Indebted for accrued consulting fees | $ 29,189 | |
Chief Operating Officer [Member] | Omnivance Advisors, Inc. [Member] | ||
Commissions on management and consulting revenue | 4,829 | |
Chief Operating Officer [Member] | General and Administrative Expense [Member] | ||
Consulting fees | 7,500 | |
Chief Operating Officer [Member] | Sales and Marketing Expense [Member] | ||
Cryptocurrency as Commission on mining operations | 1,732 | |
Chief Executive Officer and Chief Operating Officer [Member] | ||
Additional accrued expenses | 82,500 | |
Former Chief Executive Officer [Member] | ||
Revenue related parties transaction | $ 6,450 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Revenues and Costs of Goods Sold Included in Related Party Transactions (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | ||
Related Party Transaction [Line Items] | |||
Cost of goods sold | $ (219,891) | ||
Gross margin | 69,031 | ||
Management and Consulting Fees [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | 18,954 | ||
Cost of goods sold | |||
Gross margin | 18,954 | ||
Management and Consulting Fees [Member] | ChineseInvestors.com, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | [1] | 18,954 | |
Management and Consulting Fees [Member] | Paul Dickman [Member]] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | [2] | ||
Management and Consulting Fees [Member] | Delray Wannemacher [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | [3] | ||
Equipment Sales [Member] | ChineseInvestors.com, Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | [1] | 141,263 | |
Equipment Sales [Member] | Paul Dickman [Member]] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | [2] | 6,450 | |
Equipment Sales [Member] | Delray Wannemacher [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | [3] | 2,391 | |
Equipment Sales [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party revenue | 150,104 | ||
Cost of goods sold | (159,450) | ||
Gross margin | $ (9,346) | ||
[1] | Paul Dickman, the Company's former CEO was the CFO of ChineseInvestors.com, Inc. and was therefore deemed to exercise significant influence. | ||
[2] | Paul Dickman is the Company's former CEO. | ||
[3] | Delray Wannemacher is the Company's current CEO. |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | Feb. 29, 2020 | Jan. 31, 2020USD ($)Integer$ / sharesshares | Nov. 30, 2019USD ($) | May 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Interest expense, debt | $ 7,267 | ||||
Accrued interest, debt | $ 7,267 | ||||
Subsequent Event [Member] | |||||
Debt instrument, interest rate | 10.00% | ||||
Debt instrument, convertible, threshold percentage of stock price | 0.30 | ||||
Number of common stock | Integer | 2 | ||||
Shares issued price per share | $ / shares | $ 0.50 | ||||
Minimum [Member] | |||||
Aggregate financing | $ 1,000,000 | $ 1,000,000 | |||
Convertible Debt [Member] | |||||
Proceeds from short-term convertible note | $ 100,000 | $ 100,000 | |||
Debt instrument, term | 1 year | 1 year | |||
Debt instrument, interest rate | 10.00% | 10.00% | |||
Debt instrument, convertible, threshold percentage of stock price | 0.70 | 0.70 | |||
Two Noteholders [Member] | Subsequent Event [Member] | |||||
Debt instrument princpial amount | $ 100,000 | ||||
Debt instrument interest | $ 6,966 | ||||
Debt equity units | shares | 427,862 | ||||
Debt Conversion price | $ / shares | $ 0.25 | ||||
Warrant term | 3 years | ||||
Number of common stock | Integer | 2 | ||||
Shares issued price per share | $ / shares | $ 0.50 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Deferred income tax expense (benefit) | ||
U.S. Federal income tax rate | 21.00% | 21.00% |
Domestic Member] | ||
U.S. Federal income tax rate | 21.00% | |
State Member] | ||
U.S. Federal income tax rate | 0.00% |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets and Valuation Allowances (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Notes to Financial Statements | |||
Net loss before income taxes | $ (181,265) | $ (301,750) | $ (181,265) |
Adjustments to net loss: Stock-based compensation expense | 29,817 | 127 | |
Permanent book-tax differences: IRS deduction limitations | 641 | 1,504 | |
Net operating loss carryforwards retained from reverse recapitalization accounting acquiree | (76,683) | ||
Net operating losses from reverse recapitalization accounting acquirer | 151 | ||
Net taxable income (loss) | $ (227,339) | $ (300,119) | |
Income tax rate | 21.00% | 21.00% | |
Income tax recovery | $ (47,741) | $ (63,025) | |
Valuation allowance change | 47,741 | 63,025 | |
Provision for income taxes |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes to Financial Statements | ||
Net operating loss carryforward | $ 110,766 | $ 47,741 |
Valuation allowance | (110,766) | (47,741) |
Net deferred income tax asset |
Concentrations, Commitments a_3
Concentrations, Commitments and Contingencies - Schedule of Concentration Risk Among Customers (Details) | 11 Months Ended |
Dec. 31, 2018 | |
Customer A (Related Party) [Member] | |
Concentration risk, percentage | 52.00% |
Customer B [Member] | |
Concentration risk, percentage | 33.00% |
Customer C [Member] | |
Concentration risk, percentage | 3.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 09, 2020USD ($) | Mar. 29, 2020USD ($)$ / shares | Mar. 01, 2020USD ($)shares | Feb. 29, 2020USD ($)shares | Jan. 10, 2020USD ($)shares | Jan. 31, 2020USD ($)Integer$ / sharesshares | Dec. 31, 2018USD ($) |
Common stock issued during period value new issues | $ 40,000 | ||||||
Subsequent Event [Member] | |||||||
Warrant term | 3 years | ||||||
Number of common stock | Integer | 2 | ||||||
Shares issued price per share | $ / shares | $ 0.50 | ||||||
Warrant exercise price | $ / shares | $ 1 | ||||||
Debt trading days | Integer | 15 | ||||||
Convertible note | $ 100,000 | ||||||
Debt instrument, interest rate | 10.00% | ||||||
Debt instrument, convertible, threshold percentage of stock price | 0.30 | ||||||
Debt instrument financing | $ 1,000,000 | ||||||
Subsequent Event [Member] | One Year Convertible Note [Member] | |||||||
Convertible note | $ 50,000 | ||||||
Debt instrument, interest rate | 10.00% | ||||||
Debt instrument, convertible, threshold percentage of stock price | 0.30 | ||||||
Debt instrument financing | $ 1,000,000 | ||||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||||
Monthly cash fees | $ 10,000 | ||||||
Number of restricted stock | shares | 100,000 | ||||||
Debt or equity financing amount | $ 500,000 | ||||||
Debt or equity financing, description | The consulting agreement calls for a monthly cash fee of $10,000 for the first six months and 100,000 shares of restricted common stock upon the earlier of (a) closing of $500,000 of debt or equity financing or (b) the second agreement renewal. Upon the earlier of (a) a $2,500,000 debt or equity financing or (b) the second agreement renewal, the consultant's base compensation will increase to $15,000 per month. In the event the Company achieves at least $2,500,000 of debt or equity funding | ||||||
Warrants to purchase common stock | shares | 250,000 | ||||||
Subsequent Event [Member] | Agreement 1 [Member] | NFS Leasing, Inc. [Member] | |||||||
Warrant term | 3 years | ||||||
Warrant exercise price | $ / shares | $ 0.25 | ||||||
Initial payment | $ 12,686 | ||||||
Security deposit | 7,754 | ||||||
Sales tax | 3,140 | ||||||
Origination fee | 500 | ||||||
Payment for rent | 1,292 | ||||||
Subsequent Event [Member] | Agreement 1 [Member] | NFS Leasing, Inc. [Member] | With 35 Monthly Payments [Member] | |||||||
Payment for rent | 1,292 | ||||||
Subsequent Event [Member] | Agreement 2 [Member] | NFS Leasing, Inc. [Member] | |||||||
Initial payment | 85,863 | ||||||
Security deposit | 69,775 | ||||||
Sales tax | 959 | ||||||
Origination fee | 3,500 | ||||||
Payment for rent | 11,629 | ||||||
Subsequent Event [Member] | Agreement 2 [Member] | NFS Leasing, Inc. [Member] | With 35 Monthly Payments [Member] | |||||||
Payment for rent | $ 11,629 | ||||||
Subsequent Event [Member] | Advisors [Member] | |||||||
Common stock issued during period shares new issues | shares | 50,000 | ||||||
Subsequent Event [Member] | Advisors [Member] | Advisory Agreement [Member] | |||||||
Common stock issued during period shares new issues | shares | 50,000 | ||||||
Subsequent Event [Member] | Two Individuals [Member] | |||||||
Debt equity units | shares | 627,862 | ||||||
Debt Conversion price | $ / shares | $ 0.25 | ||||||
Debt instrument principal amount | $ 100,000 | ||||||
Debt instrument interest | 6,966 | ||||||
Debt instrument additional cash | $ 50,000 | ||||||
Subsequent Event [Member] | Graphics Hardware [Member] | |||||||
Common stock issued during period value new issues | $ 16,000 | ||||||
Common stock issued during period shares new issues | shares | 32,000 |