Sigyn Therapeutics (SIGY) 10-Q 2 Jun 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 30, 2017
Document And Entity Information
Entity Registrant Name	Reign Sapphire Corp
Entity Central Index Key	1,642,159
Document Type	10-Q
Trading Symbol	RSAP
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		43,809,554
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - Successor [Member] - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 9,219	$ 149,607
Accounts receivable	25,143
Inventory	724,852	723,602
Prepaid expenses	833	1,667
Total current assets	760,047	874,876
Equipment, net	35,121	38,050
Intangible assets, net	927,281	947,259
Goodwill	481,947	481,947
Total assets	2,204,396	2,342,132
Current liabilities:
Accounts payable	17,784	31,940
Due to related party	531,670	440,747
Accrued compensation - related party	841,000	776,000
Deferred revenue	52,843	78,820
Convertible notes payable, less unamortized debt discount of $132,208 and $273,859 at March 31, 2017 and December 31, 2016, respectively	730,292	588,641
Derivative liabilities	188,465	153,663
Estimated fair value of contingent payments	424,511	424,511
Warrant liabilities	519,058	473,296
Other current liabilities	41,072	35,571
Total current liabilities	3,346,695	3,003,189
Long-term liabilities:
Convertible notes, less unamortized debt discount of $210,045 and $256,722 at at March 31, 2017 and December 31, 2016, respectively	77,457	30,780
Total long-term liabilities	77,457	30,780
Total liabilities	3,424,152	3,033,969
Commitments and contingencies
Shareholders' deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively
Common stock, $0.0001 par value, 150,000,000 shares authorized; 43,767,887 and 43,414,687 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	4,377	4,342
Additional paid-in-capital	5,519,493	5,433,552
Accumulated deficit	(6,743,626)	(6,129,731)
Total shareholders' deficit	(1,219,756)	(691,837)
Total liabilities and shareholders' deficit	$ 2,204,396	$ 2,342,132

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - Successor [Member] - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Debt discount on convertible notes, current	$ 132,208	$ 273,859
Debt discount on convertible notes, non current	$ 210,045	$ 256,722
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	43,767,887	43,414,687
Common stock, outstanding	43,767,887	43,414,687

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Successor [Member]
Net revenues	$ 268,926
Cost of Sales	75,998
Gross Profit	192,928
Operating expenses:
Advertising and marketing expenses	82,142
Stock based compensation - related party	45,991
General and administrative	408,964
Total operating expenses	537,097
Loss from operations	(344,169)
Other expense:
Change in fair value of warrant liabilities	45,762
Change in fair value of derivative liabilities	34,802
Other expense
Interest expense	189,162
Total other expense	269,726
Loss before income taxes	(613,895)
Income taxes
Net loss	$ (613,895)
Net loss per share, basic and diluted (in dollars per share)	$ (0.01)
Weighted average number of shares outstanding Basic and diluted (in shares)	43,704,883
Predecessor [Member]
Net revenues		$ 573,662
Cost of Sales		276,656
Gross Profit		297,006
Operating expenses:
Advertising and marketing expenses		123,291
Stock based compensation - related party
General and administrative		402,058
Total operating expenses		525,349
Loss from operations		(228,343)
Other expense:
Change in fair value of warrant liabilities
Change in fair value of derivative liabilities
Other expense		1,125
Interest expense		33,270
Total other expense		34,395
Loss before income taxes		(262,738)
Income taxes
Net loss		$ (262,738)
Net loss per share, basic and diluted (in dollars per share)		$ (0.03)
Weighted average number of shares outstanding Basic and diluted (in shares)		10,032,000

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Successor [Member]
Cash flows from operating activities:
Net loss	$ (613,895)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock based compensation - related party	45,991
Depreciation expense	3,399
Amortization expense	51,932
Accretion of debt discount	188,328
Change in derivative liabilities	34,802
Change in warrant liabilities	45,762
Estimated fair market value of stock issued for services	25,000
Changes in operating assets and liabilities:
Accounts receivable	(25,143)
Inventory	(1,250)
Prepaid expenses	834
Deposits
Accounts payable	829
Due to related party	90,923
Accrued compensation - related party	65,000
Deferred revenue	(25,977)
Other current liabilities	5,501
Net cash used in operating activities	(107,964)
Cash flows from investing activities:
Acquisition of intangible assets	(31,954)
Purchases of computer equipment	(470)
Net cash used in investing activities	(32,424)
Cash flows from financing activities:
Proceeds from short-term notes, net of debt issuance costs
Repayments of short term notes
Net cash provided by financing activities
Net decrease in cash	(140,388)
Cash at beginning of period	149,607
Cash at end of period	9,219
Cash paid during the period for:
Interest
Income taxes
Non-cash investing and financing activities:
Common stock issued for payment of accounts payable	14,985
Total debt discount at origination
Predecessor [Member]
Cash flows from operating activities:
Net loss		$ (262,738)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock based compensation - related party
Depreciation expense		3,224
Amortization expense		15,482
Accretion of debt discount		31,500
Change in derivative liabilities
Change in warrant liabilities
Estimated fair market value of stock issued for services
Changes in operating assets and liabilities:
Accounts receivable		(107,908)
Inventory		1,603
Prepaid expenses		4,449
Deposits
Accounts payable		131,777
Due to related party
Accrued compensation - related party
Deferred revenue		115,880
Other current liabilities		(18,070)
Net cash used in operating activities		(84,801)
Cash flows from investing activities:
Acquisition of intangible assets		(8,180)
Purchases of computer equipment
Net cash used in investing activities		(8,180)
Cash flows from financing activities:
Proceeds from short-term notes, net of debt issuance costs		150,000
Repayments of short term notes		(64,047)
Net cash provided by financing activities		85,953
Net decrease in cash		(7,028)
Cash at beginning of period		42,332
Cash at end of period		35,304
Cash paid during the period for:
Interest		171
Income taxes
Non-cash investing and financing activities:
Common stock issued for payment of accounts payable
Total debt discount at origination		$ 31,500

ORGANIZATION AND PRINCIPAL ACTI

ORGANIZATION AND PRINCIPAL ACTIVITIES	3 Months Ended
	Mar. 31, 2017
Successor [Member]
ORGANIZATION AND PRINCIPAL ACTIVITIES	NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Corporate History and Background On December 1, 2016, substantially all of the operating assets of Coordinates Collection, Inc. (“CCI” or “Coordinates Collection”) was acquired by Reign Corporation (“RGNP”), formerly known as Reign Sapphire Corporation, (see “Acquisition of Assets Related to the Coordinates Collection Business”). RGNP is a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company. As part of the Acquisition, we created a wholly owned subsidiary, Reign Brands, Inc. (“Reign Brands”), which is a Delaware corporation, and shall act as the operating entity for the acquired CCI assets. The acquisition method of accounting was used to record assets acquired and liabilities assumed by Successor. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial statements of the Predecessor and Successor are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash flows of these two separate entities. CCI's fixed assets and identifiable intangible assets acquired were recorded based upon their estimated fair values as of the closing date of the Acquisition. The excess of purchase price over the value of the net assets acquired was recorded as goodwill. The accompanying consolidated financial statements have been presented on a comparative basis. For periods after the acquisition of the Coordinates Collection (since December 1, 2016), our financial results are referred to as "Successor" and its results of operations combines Reign Corporation operations and the Coordinates Collection operations. For periods prior to the acquisition of the Coordinates Collection brand, our financial results are referred to as "Predecessor" and its operations includes only the Coordinates Collection operations. Where tables are presented, a black line separates the Successor and Predecessor financial information to highlight the lack of comparability between the periods. Predecessor CCI, previously known as FD9 Group, Inc., markets and distributes classic custom jewelry through Le Bloc Coordinates Collection On December 21, 2015, the shareholders of CCI approved an amendment to the Articles of Incorporation to change the name to “Coordinates Collection Inc.”, increase the authorized number of shares of common stock from 1,000,000 to 15,000,000, par value $0.0001, eliminate the authorized preferred stock, convert each outstanding share of common stock into 9.8 shares of common stock, and convert each outstanding share of preferred stock into 1.16 shares of common stock. This transaction was accounted for as a stock split. CCI has retroactively restated per share and the outstanding shares for weighted average shares used in the basic and diluted earnings per share calculations for all periods presented, as a result of the reorganization. Successor RGNP is a Beverly Hills-based, direct-to-consumer, branded and custom jewelry company with 3 niche brands: Reign Sapphire: ethically produced, direct mine-to-consumer sapphire jewelry targeting millennials, Coordinates Collection: custom jewelry, inscribed with location coordinates commemorating life's special moments, and Le Bloc: classic customized jewelry. Reign Corporation was established on December 15, 2014 in the State of Delaware as a vertically integrated “mines-gate to retail” model for sapphires – rough sapphires to finished jewelry; a color gemstone brand; and a jewelry brand featuring Australian sapphires. The Company acquired its Coordinates Collection and Le Bloc brands and the assets related to the production and sale of it on December 1, 2016. The Company is focusing its marketing initiatives on: (1) Direct-to-Consumer (“D2C”) ecommerce marketing to attract customers to the reignsappires.com website, (2) Business-to-Business (“B2B”) marketing and sales efforts, to establish distribution partners such as high-end fashion retailers, and eventually (3) building a strong retail presence to market the products directly to consumers on a retail level. The Company is initially focusing its marketing efforts in the U.S. with online, wholesale, and retail sales, and then the Company intends to expand its marketing efforts internationally. The Company started as UWI Holdings Corporation (previously known as Australian Sapphire Corporation) (“UWI”) and was established on May 31, 2013 in the Province of New Brunswick, Canada. On December 31, 2014, UWI entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with Reign Corporation, pursuant to which UWI transferred all of its net assets to Reign. The sole shareholder of UWI along with his spouse retained 100% ownership of Reign and were issued 27,845,000 of Reign common shares in exchange for the 16,000,250 outstanding shares of UWI. There was no significant tax consequence to this exchange. As a result, Reign is considered to be the continuation of the predecessor UWI. All historical financial information prior to the reorganization is that of UWI. Prior to the reorganization, the Company was authorized to issue 50,000,000 shares of common stock and 5,000,000 shares of preferred stock. On May 8, 2015, the Company’s Articles of incorporation were amended to increase the authorized common shares to 100,000,000 and preferred shares to 10,000,000. On December 22, 2015, the Company’s Articles of Incorporation were amended to increase the authorized number common shares to 150,000,000 with the authorized number of preferred shares remaining at 10,000,000. On March 17, 2017, the shareholders of the Company approved an amendment to the Company’s Certificate of Incorporation to designate 1 share of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. On May 23, 2017, the Company issued the share of Series A Preferred Stock to Joseph Segelman. On March 17, 2017, the shareholders of the Company approved a corporate name change to Reign Corporation to better identify the business operations of the Company, as due to the recent acquisition, the Company no longer only sells sapphire jewelry. The Company believes it will be better positioned in the future with a corporate name that does not identify the Company with only one business line. The Company has begun its planned principal operations, and accordingly, the Company has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2017
Successor [Member]
BASIS OF PRESENTATION	NOTE 2 – BASIS OF PRESENTATION The included (a) condensed consolidated balance sheet as of December 31, 2016, which has been derived from audited financial statements, and (b) the unaudited condensed financial statements as of March 31, 2017 and 2016, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s December 31, 2016 and 2015 audited financial statements filed on Form 10-K on May 31, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the condensed consolidated financial statements which substantially duplicate the disclosure contained in the financial statements as reported in the Annual Report on Form 10-K for the year ended December 31, 2016 as filed on May 31, 2017, have been omitted. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of approximately $6,744,000 and $6,130,000 at March 31, 2017 (Successor) and December 31, 2016 (Successor), respectively, had a working capital deficit of approximately $2,587,000 and $2,128,000 at March 31, 2017 (Successor) and December 31, 2016 (Successor), respectively, had a net loss of approximately $614,000 and $263,000 for the three months ended March 31, 2017 (Successor) and March 31, 2016 (Predecessor), respectively, and net cash used in operating activities of approximately $108,000 and $85,000 for the three months ended March 31, 2017 (Successor) and March 31, 2016 (Predecessor), respectively, with limited revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. Our current burn rate to maintain the minimal level of operations for us to be in a position to execute our business plan upon funding is anticipated to be no greater than $25,000 per month in cash. Joseph Segelman, our President and CEO, has agreed to underwrite these costs, if necessary, until we are then able to begin execution of our business plan. In addition, until we begin execution of our business plan, we will continue to defer and accrue salaries and thus will not require cash to make payments under employment agreements. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Successor [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the consolidated financial statements. Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Reign Brands, Inc. All significant intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of these condensed consolidated financial statements in accordance 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 dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, derivative liabilities, warrant liabilities, common stock and option valuation, valuation of acquired intangible assets , Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with Accounting Standards Codification (“ASC”) ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company does not have a liability for unrecognized income tax benefits. Comprehensive Income The Company reports comprehensive income in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 220 “Comprehensive Income," which established standards for reporting and displaying comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Total comprehensive income is defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders (i.e., issuance of equity securities and dividends). Generally, for the Company, total comprehensive income (loss) equals net income (loss) plus or minus adjustments for currency translation. There are no items other than net loss affecting comprehensive loss for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), respectively. Foreign Currency - Functional and Presentation Currency The functional currency represents the currency of the primary economic environment in which the entity operates. Management has determined the functional currency of the Company to be the USD, as sales prices and major costs of operating expenses are primarily influenced by fluctuations in the USD, and with its Chief Executive Officer and director (“CEO”), and employees of the Company headquartered and operating in the United States. The results of transactions in foreign currency are remeasured into the functional currency at the average rate of exchange during the reporting period. The Company had no aggregate net foreign currency remeasurements included in general and administrative expenses in the accompanying consolidated statements of operations for the three months ended March 31, 2017 (Successor), and 2016 (Predecessor), respectively. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the Company’s reporting currency of USD at the exchange rates prevailing at the balance sheet date. All translation adjustments resulting from the translation of the financial statements into the reporting currency at USD are dealt with as a separate component within shareholders’ equity. There were no translation adjustments for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor). Revenue Recognition Revenues are recognized in accordance with FASB ASC Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”. Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. Revenue is recognized from product sales when the product is shipped to the customer, provided that collection of the resulting receivable is reasonably assured. Credit is granted generally for terms of 7 to 90 days, based on credit evaluations. Discounts and refunds are recorded as a reduction of revenue. There is a no return policy. The return policy is currently being evaluated to be more in line with industry standards. Inventories Reign Sapphire Inventories are stated at the lower of cost or market on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of March 31, 2017 (Successor) and December 31, 2016 (Successor), the Company carried primarily loose sapphire jewels and loose sapphire jewels held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of March 31, 2017. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time and are not subject to fashion trends. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of March 31, 2017 (Successor). CCI and Le Bloc CCI and Le Bloc products are outsourced to a third party for manufacture, made to order, and when completed are shipped to the customer. The inventory for CCI and Le Bloc are considered immaterial as of March 31, 2017 (Successor) and December 31, 2016 (Successor). Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Business Combinations Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. Intangible Assets and Goodwill Goodwill is the cost of an acquisition less the fair value of the net assets of the acquired business. Intangible assets consist primarily of tradenames, proprietary designs, developed technology – website, and developed technology – Ipad application. Our intangible assets are being amortized on a straight-line basis over a period of three to ten years. Impairment of Long-lived Assets and Goodwill We evaluate goodwill for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying amount. The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. There are no impairments as of March 31, 2017 (Successor) and December 31, 2016 (Successor). We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There are no impairments as of March 31, 2017 (Successor) and December 31, 2016 (Successor). Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. Deferred revenue Deferred revenue consists of customer orders paid in advance of the delivery of the order. Deferred revenue is classified as short-term as the typical order ships within approximately three weeks of placing the order. Deferred revenue is recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Deferred Revenue (Predecessor) In March 2016, CCI entered into an agreement with Knight Capital LLC (“Knight”) whereby in exchange for $147,500, CCI agreed to sell Knight $199,125 of its future sales. CCI accounted for the sale of future receivables in accordance with ASC 470, “Debt”, as deferred revenue on the date of the agreement. For the three months ended March 31, 2016 (Predecessor), CCI repaid approximately $57,000 to Knight. Advertising and Marketing Expenses Advertising and marketing expenses are recorded as marketing expenses when they are incurred. Advertising and marketing expense was approximately $82,100 and $123,300, for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), respectively. Fair Value of Financial Instruments The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2017 (Successor) and December 31, 2016 (Successor), the fair value of cash, accounts receivable, accounts payable and accrued expenses, notes payable, and convertible debt approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The warrant and the embedded derivative liabilities are recognized at fair value on a recurring basis at March 31, 2017 (Successor) and are Level 3 measurements. There have been no transfers between levels. Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Employee Stock Based Compensation Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock based compensation issued to employees , Non-Employee Stock Based Compensation Issuances of the Company's common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. Non-Cash Equity Transactions Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock. Earnings per Share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The total number of potential additional dilutive securities outstanding for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), was none since the Company had net losses and any additional potential common shares would have an anti-dilutive effect. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Concentrations, Risks, and Uncertainties Business Risk The Company is subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. As the Company generates significant revenues from operations, business activities will also include Australia and Asia and geographic segment reporting will be provided. There can be no assurance that the Company will be able to successfully continue to manufacture its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, governmental and political conditions, and changes in regulations. Because the Company is dependent on foreign trade in Australia and Asia, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be subject to risk of restrictions on transfer of funds, domestic and international customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations. The Company has business activities in Australia and Asia, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between USD and the Australian currency AUD. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. Aggregate net foreign currency transactions included in the consolidated Statements of Operations was immaterial for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor). Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in bank and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. The Company had no customers that accounted for 10% or more of total revenue for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor). The Company had one customer that accounted for 10%, comprising 68%, or more of accounts receivable at March 31, 2017 (Successor) and no customers that accounted for 10% or more of accounts receivable at December 31, 2016 (Successor). Foreign currency risk The Company has transactions settled in AUD. Thus, the Company has foreign currency risk exposure. Seasonality The business is subject to substantial seasonal fluctuations. Historically, a significant portion of net sales and net earnings have been realized during the period from October through December. Major Suppliers The Company does not manufacture its own products and currently depends primarily upon ASK Gold to manufacture its products. Pursuant to the acquisition of CCI, the Company issued ASK Gold 1,000,000 shares of the 7,000,000 shares issued in connection to the transaction. In the event that the manufacturing provided by ASK Gold were discontinued, it is believed that alternate suppliers could be identified which would be able to provide it with sufficient levels of products at terms similar to those of ASK Gold. Recent Accounting Pronouncements Financial Accounting Standards Board, or FASB, Accounting Standards Update, or FASB ASU 2017-04 “Simplifying the Test for Goodwill Impairment (Topic 350)” FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)” FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” FASB ASU 2016-10 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-09 “Compensation – Stock Compensation (Topic 718)” FASB ASU 2016-02 “Leases (Topic 842)” – FASB ASU 2015-17 ”Income Taxes (Topic 740)” – FASB ASU 2015-16 “Business Combinations (Topic 805),” or ASU 2015-16 FASB ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory,” or ASU 2015-11

INVENTORY

INVENTORY	3 Months Ended
	Mar. 31, 2017
Successor [Member]
INVENTORY	NOTE 4 – INVENTORY Inventories consisted of the following as of: March 31, 2017 December 31, Successor Successor Raw materials $ 478,096 $ 478,096 Work-in-process 112,611 111,361 Samples 134,145 134,145 $ 724,852 $ 723,602

EQUIPMENT

EQUIPMENT	3 Months Ended
	Mar. 31, 2017
Successor [Member]
EQUIPMENT	NOTE 5 – Equipment Equipment consisted of the following as of: March 31, 2017 December 31, Estimated Life Successor Successor Office equipment 5 years $ 2,451 $ 2,451 Computer equipment 3 years 39,311 39,311 Accumulated depreciation (7,111 ) (3,712 ) $ 35,121 $ 38,050 Depreciation expense was $3,399 and $3,224 for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), and is classified in general and administrative expenses in the consolidated Statements of Operations.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2017
Successor [Member]
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: March 31, 2017 December 31, Estimated Life Successor Successor Trademarks 3.3 – 4.5 years $ 260,000 $ 260,000 Website 3 years 67,079 35,125 Acquired tradename 10 years 365,000 365,000 Acquired proprietary design 5 years 80,000 80,000 Acquired developed technology - website 3 years 117,500 117,500 Acquired developed technology – Ipad application 3 years 117,500 117,500 Goodwill indefinite 481,947 481,947 Accumulated amortization (79,798 ) (27,866 ) $ 1,409,228 $ 1,429,206 Amortization expense was $51,932 and $15,482 for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), and is classified in general and administrative expenses in the consolidated Statements of Operations.

DUE TO RELATED PARTY

DUE TO RELATED PARTY	3 Months Ended
	Mar. 31, 2017
Successor [Member]
DUE TO RELATED PARTY	NOTE 7 – DUE TO RELATED PARTY Successor During the three months ended March 31, 2017, the Company received no advances from its CEO/director, incurred business expenses that were paid by the CEO/director of $351,098 (comprised of operating expenses of $346,977, inventory purchases totaling $1,250, website development costs of $2,401, and purchased equipment of $470) and had repayments of $262,552. The Company has a balance owed to the related party of $531,670 at March 31, 2017 (Successor). During the three months ended March 31, 2017 (Successor), the Company incurred $45,000 of deferred compensation related to the CEO/director’s employment agreement and $20,000 of deferred compensation related to the Secretary’s employment agreement. As of March 31, 2017 (Successor), accrued compensation-related party was $841,000. Predecessor CCI had no employment agreement with its CEO and director but CCI still incurred compensation on behalf of the CEO and director. CCI incurred compensation expense of $28,981 in the three months ended March 31, 2016 (Predecessor). There were no amounts due to the CEO and director for unpaid amounts related to business expenses paid by the CEO on behalf of CCI. During the three months ended March 31, 2016 (Predecessor), the CEO and director received employee benefits totaling $6,815. In addition, the CEO/director incurred business expenses of $320 and had repayments for business expenses of $180 for the three months ended March 31, 2016 (Predecessor).

CONVERTIBLE NOTE PAYABLE

CONVERTIBLE NOTE PAYABLE	3 Months Ended
	Mar. 31, 2017
Successor [Member]
CONVERTIBLE NOTE PAYABLE	NOTE 8 – CONVERTIBLE NOTE PAYABLE November 2016 (Successor) As of December 31, 2016, the Company previously entered into a Securities Purchase Agreement (the “November 2016 Purchase Agreement”) with respect to the sale and issuance to certain institutional investors Alpha Capital Anstalt and Brio Capital Master Fund Ltd. (collectively “November 2016 Purchasers”) of up to (i) 833,354 shares of the Company’s Common Stock (the “November 2016 Incentive Shares”); (ii) $287,502 aggregate principal amount of Secured Convertible Notes (the “November 2016 Notes”) and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 2,395,850 shares of the Company’s Common Stock (the “November 2016 Warrants”). The November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants were issued on November 10, 2016 (the “November 2016 Original Issue Date”). November 2016 Purchasers received (i) November 2016 Incentive Shares at the rate of 2.8986 November 2016 Incentive Shares for each $1.00 of November 2016 Note principal issued to such November 2016 Purchaser; (ii) a November 2016 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2016 Note; and (iii) November 2016 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2016 Note principal amount divided by $0.12 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the November 2016 Incentive Shares, November 2016 Notes and November 2016 Warrants was approximately $244,945 (the “Subscription Amount”) which was issued at a $42,557 original issue discount from the face value of the Note. The November 2016 Notes mature on May 10, 2018, eighteen (18) months after the November 2016 Original Issue Date, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the November 2016 Notes. At any time after the November 2016 Original Issue Date, the holders, at their option, may convert the outstanding principal balance and accrued interest into shares of our Common Stock. The initial conversion price for the principal and interest in connection with voluntary conversions by a holder of a Note is $0.12 per share, subject to adjustment as provided therein. Each November 2016 Note, for example, is subject to adjustment upon certain events such as stock splits and has full ratchet anti-dilution protections for issuance of securities by us at a price that is lower than the conversion price. Each November 2016 Note also contains certain negative covenants, including prohibitions on incurrence of indebtedness, liens, charter amendments, dividends, redemption. None of the holders of the November 2016 Note have the right to convert any portion of their November 2016 Note if it (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The November 2016 Notes include customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company’s Common Stock from trading. If such an event of default occurs, the holders of the November 2016 Notes may be entitled to take various actions, which may include the acceleration of amounts due under the November 2016 Notes and accrual of interest as described above. The November 2016 Notes are collectively collateralized by substantially all of the Company’s assets and guarantees of payment of the November 2016 Notes have also been delivered by Joseph Segelman, the Chief Executive Officer and President of the Company, and Australian Sapphire Corporation (“ASC”), a shareholder of the Company which is wholly-owned by Joseph Segelman, guaranteed payment of all amounts owed under the November 2016 Notes, subject to the terms of such guaranty agreements. The November 2016 Purchase Agreement is being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”. The Company is still accounting for the interest in accordance with GAAP. As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2107, the November 2016 and December 2015 Notes were in default. On May 30, 2017, the Company entered into a Second Consent, Waiver and Modification Agreement (the “Agreement”) with certain purchasers of convertible promissory notes (the “Notes”) pursuant to securities purchase agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver of the right to participate in additional offerings by the Company, allowing shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. Optional Redemption The November 2016 Notes provide that commencing six (6) months after the November 2016 Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the November 2016 Notes (an “November 2016 Optional Redemption”), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the November 2016 Note through the November 2016 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of November 2016 Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect. As of March 31, 2017, no derivative liability has been recorded for the November 2016 Optional Redemption, as redemption is contingent. Purchaser Conversion The November 2016 Purchaser has the right at any time after the November 2016 Original Issue Date until the outstanding balance of the Note has been paid in full, to convert all or any part of the outstanding balance into shares (“November 2016 Purchaser Conversion Shares”) of the Company’s common stock, of the portion of the outstanding balance being converted (the “November 2016 Conversion Amount”) divided by the November 2016 Purchaser Conversion Price of $0.12, subject to potential future adjustments described below. If the total outstanding balance of the November 2016 Note were convertible as of March 31, 2017, the November 2016 Note would have been convertible into 2,395,850 shares of our common stock. The Company evaluated the note under the requirements of ASC 480 “Distinguishing Liabilities From Equity” and concluded that the Note does not fall within the scope of ASC 480. The Company next evaluated the November 2016 Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the November 2016 Purchaser Conversion Price in the event of subsequent dilutive issuances by the Company below the November 2016 Purchaser Conversion Price as described above, the November 2016 Purchaser Conversion feature does not meet the definition of “indexed to” our stock, and the scope exception to ASC 815’s derivative accounting provisions does not apply. The Company also evaluated the embedded derivative criteria in ASC 815, and concluded that the Purchaser Conversion feature meets all of the embedded derivative criteria in ASC 815, and therefore, the November 2016 Purchaser Conversion feature meets the definition of an embedded derivative that should be separated from the note and accounted for as a derivative liability. The embedded derivative was recorded as a derivative liability on the consolidated Balance Sheet at its fair value of $32,016 at the date of issuance. At each subsequent reporting date, the fair value of the embedded derivative liability will be remeasured and changes in the fair value will be recorded in the consolidated Statements of Operations. At March 31, 2017 (Successor), the embedded derivative was re-measured at fair value that was determined to be $26,610. During the three months ended March 31, 2017 (Successor), the Company recorded a loss on embedded derivative re-valuation of $2,615. The fair value of the embedded derivative liability is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo Method” modeling incorporating the following inputs: December 31, March 31, 2017 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 55.0 % 55.0 % Risk-free interest rate 1.03 % 1.47 % Expected term of options (years) 1.25 - 4.75 1.5 - 5 Stock price $ 0.12 $ 0.11 Conversion price $ 0.12 $ 0.12 November 2016 Purchaser Warrants The November 2016 Purchaser Warrants allow the November 2016 Purchaser to purchase up to a number of shares of common stock equal to 100% of such purchaser’s Note principal amount divided by $0.12, the conversion price in effect on the November 2016 Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. The term of the Purchaser Warrants is at any time on or after the six (6) month anniversary of the November 2016 Original Issue Date and on or prior to the five (5) year anniversary of the November 2016 Initial Trading Date of our common stock on a Trading Market. The exercise price of the November 2016 Purchaser Warrants is $0.30 per share of our common stock, as may be adjusted from time to time pursuant to the antidilution provisions of the November 2016 Purchaser Warrants. The November 2016 Purchaser Warrants are exercisable by the November 2016 Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise. The Company evaluated the November 2016 Warrants under ASC 480 “Distinguishing Liabilities From Equity” and ASC 815 “Derivatives and Hedging”. Due to the existence of the antidilution provision, which reduces the November 2016 Exercise Price and November 2016 Conversion Price in the event of subsequent November 2016 Dilutive Issuances, the November 2016 Purchaser Warrants are not indexed to our common stock, and the Company has determined that the November 2016 Purchaser Warrants meet the definition of a derivative under ASC 815. Accordingly, the November 2016 Purchaser Warrants were recorded as derivative liabilities in the consolidated Balance Sheet at their fair value of $108,597 at the date of issuance. At each subsequent reporting date, the fair value of the Purchaser Warrants will be remeasured and changes in the fair value will be reported in the consolidated Statements of Operations. At March 31, 2017, the warrant liability was re-measured at fair value that was determined to be $105,168. During the three months ended March 31, 2017 (Successor), the Company recorded a gain on warrant re-valuation of $170. The fair value of the November 2016 Purchaser Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs: December 31, March 31, 2017 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 55.0 % 55.0 % Risk-free interest rate 1.82 % 1.93 % Expected term of options (years) 1.25 - 4.75 1.5 - 5 Stock price $ 0.12 $ 0.11 Exercise price $ 0.30 $ 0.30 November 2016 Purchaser Common Stock The November 2016 Purchasers were issued a total of 833,354 shares of the Company’s common stock, valued at $100,002 (based on the stock price on the date of issuance). As of December 31, 2016, the total proceeds of $244,945 previously received by the Company for the November 2016 Note, November 2016 Purchaser Common Stock, and November 2016 Purchaser Warrants, was allocated first to the November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities at their initial fair values determined at the issuance date. Since the difference between the full fair value of November 2016 Purchaser Common Stock, November 2016 Purchaser Warrants, and embedded derivative liabilities of $240,615 was less than the proceeds of $244,945, no additional amounts were recorded. Debt Discount The Company issued the November 2016 Notes with warrants and conversion features that require liability treatment under ASC 815. As such, the proceeds of the notes were allocated, based on fair values, as follows: $100,002 to the common shares issued; $108,567 to the warrants granted; $42,557 to the original issue discount; and $32,016 to the embedded derivative, resulting in a debt discount to such notes of $283,172. The debt discount is accreted over the term of the convertible notes to interest expense in the accompanying consolidated Statements of Operations. The Company recorded debt discount accretion of $46,677 to interest expense in the consolidated Statements of Operations during the three months ended March 31, 2017 (Successor) and has an unamortized debt discount of $210,045 as of March 31, 2017 (Successor). December 2015 (Successor) As of December 31, 2016, the Company previously entered into a Securities Purchase Agreement (the “Purchase Agreement”) with respect to the sale and issuance to certain institutional investors Alpha Capital Anstalt and Brio Capital Master Fund Ltd. (collectively “Purchasers”) of up to (i) 2,500,000 shares of the Company’s Common Stock (the “December 2015 Incentive Shares”); (ii) $862,500 aggregate principal amount of Secured Convertible Notes (the “December 2015 Notes”) and (iii) December 2015 Common Stock Purchase Warrants to purchase up to an aggregate of 7,187,542 shares of the Company’s Common Stock (the “December 2015 Warrants”). The December 2015 Incentive Shares, December 2015 Notes and December 2015 Warrants were issued on December 23, 2015 (the “Original Issue Date”). December 2015 Purchasers received (i) December 2015 Incentive Shares at the rate of 2.8986 December 2015 Incentive Shares for each $1.00 of December 2015 Note principal issued to such December 2015 Purchaser; (ii) a December 2015 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s December 2015 Note; and (iii) December 2015 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s December 2015 Note principal amount divided by $0.12 (“December 2015 Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. The aggregate cash subscription amount received by the Company from the purchasers for the issuance of the December 2015 Incentive Shares, December 2015 Notes and December 2015 Warrants was approximately $724,500 (the “December 2015 Subscription Amount”) which was issued at a $138,000 original issue discount from the face value of the December 2015 Note. The December 2015 Notes mature on June 23, 2017, eighteen (18) months after the December 2015 Original Issue Date, and provide for interest to accrue at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law after the occurrence of any event of default as provided in the December 2015 Notes. At any time after the December 2015 Original Issue Date, the holders, at their option, may convert the outstanding principal balance and accrued interest into shares of the Company’s Common Stock. The initial conversion price for the principal and interest in connection with voluntary conversions by a holder of a December 2015 Note is $0.12 per share, subject to adjustment as provided therein. Each December 2015 Note, for example, is subject to adjustment upon certain events such as stock splits and has full ratchet anti-dilution protections for issuance of securities by us at a price that is lower than the conversion price. Each December 2015 Note also contains certain negative covenants, including prohibitions on incurrence of indebtedness, liens, charter amendments, dividends, redemption. None of the holders of the December 2015 Note have the right to convert any portion of their December 2015 Note if it (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. The December 2015 Notes include customary events of default, including, among other things, payment defaults, covenant breaches, certain representations and warranties, certain events of bankruptcy, liquidation and suspension of the Company’s Common Stock from trading. If such an event of default occurs, the holders of the December 2015 Notes may be entitled to take various actions, which may include the acceleration of amounts due under the December 2015 Notes and accrual of interest as described above. The December 2015 Notes are collectively collateralized by substantially all of our assets and guarantees of payment of the December 2015 Notes have also been delivered by Joseph Segelman, the Chief Executive Officer and President of the Company, and Australian Sapphire Corporation (“ASC”), a shareholder of the Company which is wholly-owned by Joseph Segelman, guaranteed payment of all amounts owed under the December 2015 Notes, subject to the terms of such guaranty agreements. In addition, until one year after the initial trading date of a Registration Statement which registers all then outstanding or issuable underlying shares, the December 2015 Purchasers shall have the right to participate in an amount of subsequent financing equal to 100% of the December 2015 Purchase Agreement. As of December 31, 2016, this requirement was waived pursuant to the terms of the Consent, Waiver and Modification Agreement with certain Purchasers of Purchase Agreement dated December 23, 2015. The Purchase Agreement is being entered into in accordance with the halachically accepted exemptions on the paying of interest payments in business transactions known as “heter iska”. The Company is still accounting for the interest in accordance with GAAP. As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2107, the November 2016 and December 2015 Notes were in default. On May 30, 2017, the Company entered into a Second Consent, Waiver and Modification Agreement (the “Agreement”) with certain purchasers of convertible promissory notes (the “Notes”) pursuant to securities purchase agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver of the right to participate in additional offerings by the Company, allowing shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. December 2015 Optional Redemption The December 2015 Notes provide that commencing six (6) months after the December 2015 Original Issue Date, the Company will have the option of prepaying the outstanding principal amount of the December 2015 Notes (an “December 2015 Optional Redemption”), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the December 2015 Note through the December 2015 Redemption Payment Date and 2.8986 shares of the Company’s Common Stock for each $1.00 of December 2015 Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect. The Company evaluated the Optional Redemption in ASC 815, and concluded that the Optional Redemption meets the criteria in ASC 815, and therefore, is accounted for as a liability. As of December 31, 2016, the Optional Redemption was recorded as a derivative liability on the consolidated Balance Sheet using “Monte Carlo Method” modeling and at each subsequent reporting date, the fair value of the Optional Redemption liability will be re-measured and changes in the fair value will be recorded in the consolidated Statements of Operations. The Optional Redemption liability fair value was originally valued at $199,150 and was re-measured at fair value to be $122,528 at March 31, 2017 (Successor). During the three months ended March 31, 2017 (Successor), the Company recorded a loss on Optional Redemption valuation of $25,180 in the change in fair value of derivative liabilities in the accompanying consolidated Statements of Operations. March 31, 2017 December 31, 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 52.5 % 50.0 % Risk-free interest rate 0.76 % 0.62 % Expected term of options (years) 0.25 0.5 Stock price $ 0.12 $ 0.11 Conversion price $ 0.12 $ 0.12 December 2015 Purchaser Conversion The December 2015 Purchaser has the right at any time after the December 2015 Original Issue Date until the outstanding balance of the December 2015 Note has been paid in full, to convert all or any part of the outstanding balance into shares (“December 2015 Purchaser Conversion Shares”) of the Company’s common stock, of the portion of the outstanding balance being converted (the “December 2015 Conversion Amount”) divided by the December 2015 Purchaser Conversion Price of $0.12, subject to potential future adjustments described below. If the total outstanding balance of the Note were convertible as of March 31, 2017, the December 2015 Note would have been convertible into 7,187,500 shares of our common stock. The Company evaluated the note under the requirements of ASC 480 “Distinguishing Liabilities From Equity” and concluded that the December 2015 Note does not fall within the scope of ASC 480. The Company next evaluated the December 2015 Note under the requirements of ASC 815 “Derivatives and Hedging”. Due to the existence of the anti-dilution provision which reduces the December 2015 Purchaser Conversion Price in the event of subsequent dilutive issuances by the Company below the December 2015 Purchaser Conversion Price as described above, the December 2015 Purchaser Conversion feature does not meet the definition of “indexed to” the Company’s stock, and the scope exception to ASC 815’s derivative accounting provisions does not apply. The Company also evaluated the embedded derivative criteria in ASC 815, and concluded that the December 2015 Purchaser Conversion feature meets all of the embedded derivative criteria in ASC 815, and therefore, the December 2015 Purchaser Conversion feature meets the definition of an embedded derivative that should be separated from the note and accounted for as a derivative liability. The embedded derivative was recorded as a derivative liability on the consolidated Balance Sheet using “Monte Carlo Method” modeling and at each subsequent reporting date, the fair value of the embedded derivative liability will be remeasured and changes in the fair value will be recorded in the consolidated Statements of Operations. The original fair value of the derivative was $88,983 and at March 31, 2017 (Successor), the embedded derivative was re-measured at fair value that was determined to be $39,327. During the three months ended March 31, 2017 (Successor), the Company recorded a loss on embedded derivative re-valuation of $7,007. March 31, 2017 December 31, 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 52.5 % 50.0 % Risk-free interest rate 0.76 % 0.62 % Expected term of options (years) 0.25 0.5 Stock price $ 0.12 $ 0.11 Conversion price $ 0.12 $ 0.12 December 2015 Purchaser Warrants The December 2015 Purchaser Warrants allow the December 2015 Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s Note principal amount divided by $0.12, the conversion price in effect on the December 2015 Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment. The term of the December 2015 Purchaser Warrants is at any time on or after the six (6) month anniversary of the December 2015 Original Issue Date and on or prior to the five (5) year anniversary of the December 2015 Initial Trading Date of the Company’s common stock on a Trading Market. The exercise price of the December 2015 Purchaser Warrants is $0.30 per share of the Company’s common stock, as may be adjusted from time to time pursuant to the antidilution provisions of the December 2015 Purchaser Warrants. The December 2015 Purchaser Warrants are exercisable by the Purchaser in whole or in part, as either a cash exercise or as a “cashless” exercise. The Company evaluated the Warrants under ASC 480 “Distinguishing Liabilities From Equity” and ASC 815 “Derivatives and Hedging”. Due to the existence of the antidilution provision, which reduces the Exercise Price and Conversion Price in the event of subsequent Dilutive Issuances, the December 2015 Purchaser Warrants are not indexed to the Company’s common stock, and the Company determined that the December 2015 Purchaser Warrants meet the definition of a derivative under ASC 815. At each subsequent reporting date, the fair value of the Purchaser Warrants will be remeasured and changes in the fair value will be reported in the consolidated Statements of Operations. The original fair value of the warrants were $439,107 and the remeasured fair value at March 31, 2017 was determined to be $413,890. During the three months ended March 31, 2017 (Successor), the Company recorded a loss on warrant re-valuation of $45,932. March 31, 2017 December 31, 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 52.5 % 50.0 % Risk-free interest rate 1.66 % 1.70 % Expected term of options (years) 0.25 0.5 Stock price $ 0.12 $ 0.11 Exercise price $ 0.30 $ 0.30 December 2015 Purchaser Common Stock The December 2015 Purchasers were issued a total of 2,500,000 shares of the Company’s common stock, valued at $625,000 (based on the estimated fair value of the stock on the date of grant). Debt Discount The Company issued the December 2015 Notes with warrants that require liability treatment under ASC 815. As such, the proceeds of the notes were allocated, based on fair values, as follows: original issue discount of $138,000, $625,000 to the common shares issued, $439,107 to the warrants granted, and $88,983 to the embedded derivative, resulting in a debt discount to such notes of $862,500 with the remaining amount of approximately $429,000 expensed at inception of the note. The debt discount is accreted to interest expense over the term of the note. The Company recorded debt discount accretion of $141,651 to interest expense in the consolidated Statements of Operations during the three months ended March 31, 2017 (Successor) and has an unamortized debt discount of $132,208 as of March 31, 2017 (Successor).

NOTES PAYBALE

NOTES PAYBALE	3 Months Ended
	Mar. 31, 2017
Successor [Member]
NOTES PAYBALE	NOTE 9 – NOTES PAYBALE Predecessor CCI borrows funds from third parties from time to time for working capital purposes. For the three months ended March 31, 2016 (Predecessor), CCI had borrowings of $181,500 (including $31,500 of debt discount), repayments of $64,047, and accretion of debt discount of $31,500 for a balance of $134,067 at March 31, 2016. CCI issued notes payable to Menno Holterman (“Holterman Notes”), a director of CCI. During the year ended December 31, 2015, CCI borrowed an additional $278,273 bearing no interest and had no repayments for a balance of $459,681 at December 31, 2015 (“2015 Note”). During the three months ended March 31, 2016, CCI had no borrowings and had no repayments. For the 2015 Note, we imputed interest on the principal amount of the borrowings at 10% per annum. The terms of the December 2014 Note call for interest only payments payable for the first three months of the December 2014 Note and beginning April 2015, payment of principal amortized over the remaining term of the note plus interest. The December 2014 Note was due June 1, 2016. As CCI is in default, the Holterman Notes were reclassed to short term notes payable – related party. CCI recognized interest expense of $11,620 under Other expense in the accompanying consolidated Statements of Operations for the three months ended March 31, 2016 (Predecessor).

STOCK TRANSACTIONS

STOCK TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
Successor [Member]
STOCK TRANSACTIONS	NOTE 10 – STOCK TRANSACTIONS Successor On January 2, 2017, the Company issued 150,000 restricted common shares for payment of accounts payable of $14,985. On January 22, 2017, we issued a total of 103,200 restricted common shares to our employees, valued at $5,160 (based on our stock price on the date of grant) as compensation pursuant to the Company’s 2015 Equity Incentive Plan. On December 1, 2016, we acquired substantially all of the operating assets of CCI. As part of the purchase price of the operating assets of CCI, we issued 7,000,000 shares of common stock (of which 1,000,000 shares were issued to ASK Gold, a major supplier) valued at $770,000 (based on our stock price on the date of issuance). As of December 31, 2016, we issued a total of 400,000 restricted common shares to our Advisors, valued at $100,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to our 2015 Equity Incentive Plan (see Note 11). As of December 31, 2016, the Company previously issued common shares pursuant to the terms of the Consent, Waiver and Modification Agreement (the “Agreement”) with certain Purchasers of Purchase Agreement dated December 23, 2015. The waivers contained in the Agreement were related to an increase in the shares issuable under the Company’s 2015 Stock Option Plan, a waiver of the right to participate in additional offerings by the Company, and allowing up to 20,000,000 shares of the Company’s common stock to be issued pursuant to a private or public offering at a price of not less than $0.30 per share. As consideration for the terms contained in the Agreement, as well as for a fee of $0.0001 per share, the Company issued an aggregate of 1,000,000 shares to the Purchasers. The aggregate fair market value of these shares was approximately $200,000 as the fair market value of the stock was $0.20 per share. We used recent sales of stock to determine the fair market value of these transactions.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2017
Successor [Member]
STOCK BASED COMPENSATION	NOTE 11 – STOCK BASED COMPENSATION 2015 Equity Incentive Plan (Successor) As of March 31, 2017, the board of directors and shareholders of the Company previously authorized the adoption and implementation of the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). The principal purpose of the 2015 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company's shareholders. Under the 2015 Plan, an aggregate of 20,000,000 shares of the Company's common stock have initially been reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units and other stock and cash-based awards. The exercise price for each option may not be less than fair market value of the common stock on the date of grant, and shall vest as determined by the Company’s board of directors but shall not exceed a ten-year period. As of March 31, 2017, the Company issued a total of 400,000 restricted common shares to members of its advisory committee (“Advisors”), valued at $100,000 (based on the estimated fair value of the stock on the date of grant) for outside advisory and consulting services pursuant to the Company’s 2015 Equity Incentive Plan. One-twelfth (1/12) of the shares will be earned each month. The Company will revalue the shares at each vesting period and recognize expense for the portion of the shares earned. The Company recognized compensation expense of $25,000 under general and administrative expenses in the accompanying consolidated Statements of Operations for the three months ended March 31, 2017 (Successor) with $10,417 remaining to be amortized. As of March 31, 2017, the Advisors had vested in 358,333 shares with 41,667 shares to vest over the remaining vesting period. As of March 31, 2017, the Company previously granted to its CEO, options to purchase 10,000,000 shares of our common stock under the 2015 Plan, valued at $2,500,000 (based on the Black Scholes valuation model on the date of grant). The Black-Scholes option-pricing model used the following weighted average assumptions as of December 31, 2016: (i) no dividend yield for each year, (ii) volatility of 35.6 percent, (iii) risk-free interest rate of 1.87 percent, (iv) stock price of $0.25, (v) exercise price of $0.005, and (vi) expected life of 6.0 years. The options will vest 50% on the first anniversary of the grant date (“First Year Vest”) and the remaining 50% of the shares shall vest in twelve (12) equal installments on the first day of each calendar month following the first anniversary of the grant date beginning on June 1, 2016 and ending on June 1, 2017 (“Second Year Vest”), provided that CEO is continuously employed by the Company from the grant date through such applicable vesting date. Notwithstanding the foregoing, 100% of the shares of the Company’s common stock subject to the option shall fully vest if the Company shall successfully sell all of the shares of its common stock included in the primary offering of such common stock by the Company pursuant to the registration statement on Form S-1 to be filed with the Securities and Exchange Commission within ninety (90) days of the grant date. The First Year Vest options will amortize to expense over a 12 month period beginning May 2015 through April 2016 and the Second Year Vest options will amortize to expense over a 24 month period beginning May 2015 through April 2017. The Company recognized expense of $40,831 for the three months ended March 31, 2017 (Successor) within stock based compensation – related party in the accompanying consolidated Statements of Operations with the remaining $4,560 to be recognized over the remaining vesting period of two months. The following represents a summary of the Options outstanding at March 31, 2017 and changes during the period then ended: Weighted Average Aggregate Options Exercise Price Intrinsic Value * Outstanding at December 31, 2016 10,000,000 $ 0.005 $ 1,100,000 Granted - - - Exercised - - - Expired/Forfeited - - - Outstanding at March 31, 2017 10,000,000 $ 0.005 $ 1,200,000 Exercisable at March 31, 2017 9,166,664 $ - $ - Expected to be vested 10,000,000 $ 0.005 $ - * Based on the Company’s stock price on March 31, 2017 (Successor) and December 31, 2016 (Successor), respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
Successor [Member]
RELATED PARTY TRANSACTIONS	NOTE 12 – Related Party Transactions Other than as set forth below, and as disclosed in Notes 7, 8, 9, 10 and 11, the Company has not entered into or been a participant in any transaction in which a related person had or will have a direct or indirect material interest. Sublease The Company’s customer service and distribution facility is subleased at $7,834 per month through CCI for a period of eighteen months. The sublease may be terminated by either party with ninety (90) days written notice. On March 1, 2017, the Company gave ninety day written notice to terminate the sublease with no costs to terminate the lease. Employment Agreements (Successor) The Company previously had a consulting agreement with its CEO under which he was compensated $120,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either the Company or CEO giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice of their intention not to extend at least 90 days prior to the expiration of any term. Under this employment agreement, the CEO receives a minimum annual base salary of $180,000, is eligible to receive an annual performance bonus each year, if performance goals established by the Company’s board of directors are met, and is entitled to participate in customary benefit plans. There have been no performance goals established. If the Company terminates the CEO’s employment without cause, he will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by CEO and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 200% of the base salary and (iii) continued participation, at the Company’s expense, in the Company’s health and welfare programs for a period of two years after the date of termination. The Company incurred compensation expense of $45,000 for the three months ended March 31, 2017 (Successor). Deferred compensation totaling $574,000 as of March 31, 2017 (Successor), is included in Accrued Compensation in the accompanying consolidated Balance Sheet. Deferred compensation includes $360,000 related to the employment agreement and $214,000 related to the consulting agreement. In addition, we incurred employee benefits on behalf of the CEO totaling approximately $3,600. Employee benefits include health and dental coverage, use of a car, car insurance, and a gym membership. The Company previously had a consulting agreement with its secretary and director (“Secretary”) under which she was compensated $60,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either the Company or Secretary giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015. The initial term of employment agreement expires on December 31, 2018, unless earlier terminated by either party. The agreement provides for automatic one-year renewals, unless either party gives notice of their intention not to extend at least 90 days prior to the expiration of any term. Under this employment agreement, the Secretary receives a minimum annual base salary of $80,000. If the Company terminates the Secretary’s employment without cause, she will be entitled to the following: (i) payment of (x) accrued compensation and unpaid base salary through the date of such termination, (y) any amounts previously deferred by Secretary and (z) the payment or reimbursement for expenses incurred prior to the date of such termination; (ii) an amount equal to 50% of the base salary and (iii) continued participation, at the Company’s expense, in the Company’s health and welfare programs for a period of two years after the date of termination. The Company incurred compensation expense of $20,000 for the three months ended March 31, 2017 (Successor). Deferred compensation totaling $267,000 as of March 31, 2017 (Successor), is included in Accrued Compensation in the accompanying consolidated Balance Sheet. Deferred compensation includes $153,333 related to the employment agreement and $113,667 related to the consulting agreement. In addition, we incurred employee benefits on behalf of the Secretary totaling approximately $1,790. Employee benefits include use of a car and car insurance. Consulting Agreement On December 1, 2016, the Company entered into a consulting agreement with Owen deVries, CCI’s CEO and director. The agreement calls for Mr. deVries to develop strategic partnerships and international business on the Company’s behalf for initial monthly payments of $11,000. The agreement was amended in April 2017 to reduce the monthly payment to $4,000. The agreement may be terminated given 90 day written notice.

EARNINGS PER SHARE

EARNINGS PER SHARE	3 Months Ended
	Mar. 31, 2017
Successor [Member]
EARNINGS PER SHARE	NOTE 13 – EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Basic and diluted earnings (loss) per share are the same since the Company had net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect. The following table sets forth the computation of basic and diluted net income per share: For the Three Months For the Three Months Ended March 31, Ended March 31, 2017 2016 Successor Predecessor Net loss attributable to the common stockholders $ (613,895 ) $ (262,738 ) Basic weighted average outstanding shares of common stock 43,704,883 10,032,000 Dilutive effect of options and warrants - - Diluted weighted average common stock and common stock equivalents 43,704,883 10,032,000 Loss per share: Basic and diluted $ (0.01 ) $ (0.03 )

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
Successor [Member]
COMMITMENTS AND CONTINGENCIES	NOTE 14 – COMMITMENTS AND CONTINGENCIES Operating Leases The Company has month-to month leases for its headquarters and its sales and marketing office. The total rent is approximately $3,200 per month. The Company’s customer service and distribution facility is located at 1933 S. Broadway. Los Angeles, California. This facility is subleased at $7,834 per month through CCI for a period of eighteen months. The sublease may be terminated by either party with ninety (90) days written notice. On March 1, 2017, the Company gave ninety day written notice to terminate the sublease with no costs to terminate the lease. Rent expense was approximately $33,092 and $25,579 for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), respectively. Legal From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Successor [Member]
SUBSEQUENT EVENTS	NOTE 15 – SUBSEQUENT EVENTS As a result of the failure to timely file our 2016 Form 10-K for the year ended December 31, 2016 and our Form 10-Q for the three month period ended March 31, 2107, the November 2016 and December 2015 Notes were in default. On May 30, 2017, the Company entered into a Second Consent, Waiver and Modification Agreement (the “Agreement”) with certain purchasers of convertible promissory notes (the “Notes”) pursuant to securities purchase agreements dated December 23, 2015 and November 10, 2016, which were amended pursuant to a Consent, Waiver and Modification Agreement dated October 13, 2016. The waivers contained in the Agreement were related to a waiver of the right to participate in additional offerings by the Company, allowing shares of the Company’s common stock to be issued pursuant to a private offering at a price of not less than $0.08 per share as well as warrants exercisable for a period of five years at $0.30 per share, adjusting the conversion price of the Notes issued to the purchasers to $0.08 per share, extending the maturity date of the December 23, 2015 convertible promissory notes to December 31, 2017 and waiving default provisions listed in the Notes related to the Company’s failure to timely file its Form 10-K for the year ended December 31, 2016 and the Form 10-Q for the three month period ended March 31, 2017. On March 17, 2017, the Company held an annual meeting of its shareholders. At the annual meeting, the majority shareholders of the Company approved an amendment to the articles of incorporation, authorizing one share of Series A Preferred stock, which would be issued to Joseph Segelman. The share of Series A Preferred stock shall vote together as a single class with the holders of the Company’s common stock, and the holders of any other class or series of shares entitled to vote with the common stock, with the holder of the Series A Preferred stock being entitled to fifty-one percent (51%) of the total votes on all such matters regardless of the actual number of shares of Series A Preferred stock then outstanding, and the holders of the common stock and any other shares entitled to vote shall be entitled to their proportional share of the remaining forty-nine percent (49%) of the total votes based on their respective voting power. The share of Series A Preferred stock shall not be entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary. The share of Series A Preferred stock shall not be eligible to receive dividends. The class of Series A Preferred stock shall be automatically cancelled ten (10) years after the initial issue date of such Series A Preferred stock. On May 19, 2017, the Company received the file stamped certificate of amendment from the state of Delaware, which lists an effective date of March 20, 2017. On May 23, 2017, the Company issued the share of Series A Preferred stock to Joseph Segelman, which will allow Mr. Segelman to maintain fifty-one percent (51%) voting control of the Company regardless of how many shares of common stock are issued and outstanding. Therefore, the Company considers the Series A Preferred stock to be issued on May 23, 2017. There were no other events subsequent to March 31, 2017, and up to the date of this filing that would require disclosure.

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - Successor [Member]	3 Months Ended
	Mar. 31, 2017
Consolidation	Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Reign Brands, Inc. All significant intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of these condensed consolidated financial statements in accordance 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 dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: inventory valuation, derivative liabilities, warrant liabilities, common stock and option valuation, valuation of acquired intangible assets ,
Income Taxes	Income Taxes Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with Accounting Standards Codification (“ASC”) ASC 740-10-30 was adopted from the date of its inception. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company does not have a liability for unrecognized income tax benefits.
Comprehensive Income	Comprehensive Income The Company reports comprehensive income in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 220 “Comprehensive Income," which established standards for reporting and displaying comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Total comprehensive income is defined as all changes in shareholders' equity during a period, other than those resulting from investments by and distributions to shareholders (i.e., issuance of equity securities and dividends). Generally, for the Company, total comprehensive income (loss) equals net income (loss) plus or minus adjustments for currency translation. There are no items other than net loss affecting comprehensive loss for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), respectively.
Foreign Currency - Functional and Presentation Currency	Foreign Currency - Functional and Presentation Currency The functional currency represents the currency of the primary economic environment in which the entity operates. Management has determined the functional currency of the Company to be the USD, as sales prices and major costs of operating expenses are primarily influenced by fluctuations in the USD, and with its Chief Executive Officer and director (“CEO”), and employees of the Company headquartered and operating in the United States. The results of transactions in foreign currency are remeasured into the functional currency at the average rate of exchange during the reporting period. The Company had no aggregate net foreign currency remeasurements included in general and administrative expenses in the accompanying consolidated statements of operations for the three months ended March 31, 2017 (Successor), and 2016 (Predecessor), respectively. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the Company’s reporting currency of USD at the exchange rates prevailing at the balance sheet date. All translation adjustments resulting from the translation of the financial statements into the reporting currency at USD are dealt with as a separate component within shareholders’ equity. There were no translation adjustments for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor).
Revenue Recognition	Revenue Recognition Revenues are recognized in accordance with FASB ASC Topic 605, “Revenue Recognition”, and with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”. Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. Revenue is recognized from product sales when the product is shipped to the customer, provided that collection of the resulting receivable is reasonably assured. Credit is granted generally for terms of 7 to 90 days, based on credit evaluations. Discounts and refunds are recorded as a reduction of revenue. There is a no return policy. The return policy is currently being evaluated to be more in line with industry standards.
Inventories	Inventories Reign Sapphire Inventories are stated at the lower of cost or market on a lot basis each quarter. A lot is determined by the cut, clarity, size, and weight of the sapphires. Inventory consists of sapphire jewels that meet rigorous grading criteria and are of cuts and sizes most commonly used in the jewelry industry. As of March 31, 2017 (Successor) and December 31, 2016 (Successor), the Company carried primarily loose sapphire jewels and loose sapphire jewels held as samples. Samples are used to show potential customers what the jewelry would look like. Promotional items given to customers that are not expected to be returned will be removed from inventory and expensed. There have been no promotional items given to customers as of March 31, 2017. The Company performs its own in-house assessment based on gem guide and the current market price for metals to value its inventory on an annual basis or if circumstances dictate sooner to determine if the estimated fair value is greater or less than cost. In addition, the inventory is reviewed each quarter by the Company against industry prices from gem-guide and if there is a potential impairment, the Company would appraise the inventory. The estimated fair value is subject to significant change due to changes in popularity of cut, perceived grade of the clarity of the sapphires, the number, type and size of inclusions, the availability of other similar quality and size sapphires, and other factors. As a result, the internal assessed value of the sapphires could be significantly lower from the current estimated fair value. Loose sapphire jewels do not degrade in quality over time and are not subject to fashion trends. The estimated fair value per management’s internal assessment is greater than the cost, therefore, there is no indicator of impairment as of March 31, 2017 (Successor). CCI and Le Bloc CCI and Le Bloc products are outsourced to a third party for manufacture, made to order, and when completed are shipped to the customer. The inventory for CCI and Le Bloc are considered immaterial as of March 31, 2017 (Successor) and December 31, 2016 (Successor).
Property and Equipment	Property and Equipment Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Business Combinations	Business Combinations Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date.
Intangible Assets and Goodwill	Intangible Assets and Goodwill Goodwill is the cost of an acquisition less the fair value of the net assets of the acquired business. Intangible assets consist primarily of tradenames, proprietary designs, developed technology – website, and developed technology – Ipad application. Our intangible assets are being amortized on a straight-line basis over a period of three to ten years.
Impairment of Long-lived Assets and Goodwill	Impairment of Long-lived Assets and Goodwill We evaluate goodwill for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying amount. The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. There are no impairments as of March 31, 2017 (Successor) and December 31, 2016 (Successor). We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. There are no impairments as of March 31, 2017 (Successor) and December 31, 2016 (Successor). Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future.
Deferred revenue	Deferred revenue Deferred revenue consists of customer orders paid in advance of the delivery of the order. Deferred revenue is classified as short-term as the typical order ships within approximately three weeks of placing the order. Deferred revenue is recognized as revenue when the product is shipped to the customer and all other revenue recognition criteria have been met. Deferred Revenue (Predecessor) In March 2016, CCI entered into an agreement with Knight Capital LLC (“Knight”) whereby in exchange for $147,500, CCI agreed to sell Knight $199,125 of its future sales. CCI accounted for the sale of future receivables in accordance with ASC 470, “Debt”, as deferred revenue on the date of the agreement. For the three months ended March 31, 2016 (Predecessor), CCI repaid approximately $57,000 to Knight.
Advertising and Marketing Expenses	Advertising and Marketing Expenses Advertising and marketing expenses are recorded as marketing expenses when they are incurred. Advertising and marketing expense was approximately $82,100 and $123,300, for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2017 (Successor) and December 31, 2016 (Successor), the fair value of cash, accounts receivable, accounts payable and accrued expenses, notes payable, and convertible debt approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The warrant and the embedded derivative liabilities are recognized at fair value on a recurring basis at March 31, 2017 (Successor) and are Level 3 measurements. There have been no transfers between levels.
Debt	Debt The Company issues debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants Convertible debt – derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Monte Carlo Method upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations. The debt discount is amortized through interest expense over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either the derivative treatment or as a BCF, the convertible debt is treated as traditional debt.
Employee Stock Based Compensation	Employee Stock Based Compensation Stock based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock based award is recognized as an expense over the requisite service period of the award on a straight-line basis. For purposes of determining the variables used in the calculation of stock based compensation issued to employees ,
Non-Employee Stock Based Compensation	Non-Employee Stock Based Compensation Issuances of the Company's common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a "performance commitment" which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. Although situations may arise in which counter performance may be required over a period of time, the equity award granted to the party performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which vesting periods do not exist as the instruments fully vested on the date of agreement, the Company determines such date to be the measurement date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount to general and administrative expense in the accompanying statement of operations over the contract period. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.
Non-Cash Equity Transactions	Non-Cash Equity Transactions Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.
Earnings per Share	Earnings per Share Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. The total number of potential additional dilutive securities outstanding for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor), was none since the Company had net losses and any additional potential common shares would have an anti-dilutive effect.
Related Parties	Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.
Concentrations, Risks, and Uncertainties	Concentrations, Risks, and Uncertainties Business Risk The Company is subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure. The Company is headquartered and operates in the United States. To date, the Company has generated limited revenues from operations. As the Company generates significant revenues from operations, business activities will also include Australia and Asia and geographic segment reporting will be provided. There can be no assurance that the Company will be able to successfully continue to manufacture its products and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general economic conditions, price of raw material, competition, governmental and political conditions, and changes in regulations. Because the Company is dependent on foreign trade in Australia and Asia, the Company is subject to various additional political, economic and other uncertainties. Among other risks, the Company’s operations will be subject to risk of restrictions on transfer of funds, domestic and international customs, changing taxation policies, foreign exchange restrictions, and political and governmental regulations. The Company has business activities in Australia and Asia, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between USD and the Australian currency AUD. The results of operations denominated in foreign currency are translated at the average rate of exchange during the reporting period. Aggregate net foreign currency transactions included in the consolidated Statements of Operations was immaterial for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor). Interest rate risk Financial assets and liabilities do not have material interest rate risk. Credit risk The Company is exposed to credit risk from its cash in bank and accounts receivable. The credit risk on cash in banks is limited because the counterparties are recognized financial institutions. The Company had no customers that accounted for 10% or more of total revenue for the three months ended March 31, 2017 (Successor) and 2016 (Predecessor). The Company had one customer that accounted for 10%, comprising 68%, or more of accounts receivable at March 31, 2017 (Successor) and no customers that accounted for 10% or more of accounts receivable at December 31, 2016 (Successor). Foreign currency risk The Company has transactions settled in AUD. Thus, the Company has foreign currency risk exposure. Seasonality The business is subject to substantial seasonal fluctuations. Historically, a significant portion of net sales and net earnings have been realized during the period from October through December. Major Suppliers The Company does not manufacture its own products and currently depends primarily upon ASK Gold to manufacture its products. Pursuant to the acquisition of CCI, the Company issued ASK Gold 1,000,000 shares of the 7,000,000 shares issued in connection to the transaction. In the event that the manufacturing provided by ASK Gold were discontinued, it is believed that alternate suppliers could be identified which would be able to provide it with sufficient levels of products at terms similar to those of ASK Gold.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Financial Accounting Standards Board, or FASB, Accounting Standards Update, or FASB ASU 2017-04 “Simplifying the Test for Goodwill Impairment (Topic 350)” FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)” FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” FASB ASU 2016-10 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-09 “Compensation – Stock Compensation (Topic 718)” FASB ASU 2016-02 “Leases (Topic 842)” – FASB ASU 2015-17 ”Income Taxes (Topic 740)” – FASB ASU 2015-16 “Business Combinations (Topic 805),” or ASU 2015-16 FASB ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory,” or ASU 2015-11

INVENTORY (Tables)

INVENTORY (Tables)	3 Months Ended
	Mar. 31, 2017
Successor [Member]
Schedule of Inventories	Inventories consisted of the following as of: March 31, 2017 December 31, Successor Successor Raw materials $ 478,096 $ 478,096 Work-in-process 112,611 111,361 Samples 134,145 134,145 $ 724,852 $ 723,602

EQUIPMENT (Tables)

EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2017
Successor [Member]
Schedule of equipment	Equipment consisted of the following as of: March 31, 2017 December 31, Estimated Life Successor Successor Office equipment 5 years $ 2,451 $ 2,451 Computer equipment 3 years 39,311 39,311 Accumulated depreciation (7,111 ) (3,712 ) $ 35,121 $ 38,050

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
Successor [Member]
Schedule of intangible assets	Intangible assets consisted of the following as of: March 31, 2017 December 31, Estimated Life Successor Successor Trademarks 3.3 – 4.5 years $ 260,000 $ 260,000 Website 3 years 67,079 35,125 Acquired tradename 10 years 365,000 365,000 Acquired proprietary design 5 years 80,000 80,000 Acquired developed technology - website 3 years 117,500 117,500 Acquired developed technology – Ipad application 3 years 117,500 117,500 Goodwill indefinite 481,947 481,947 Accumulated amortization (79,798 ) (27,866 ) $ 1,409,228 $ 1,429,206

CONVERTIBLE NOTE PAYABLE (Table

CONVERTIBLE NOTE PAYABLE (Tables) - Successor [Member]	3 Months Ended
	Mar. 31, 2017
Schedule of fair value assumptions using monte carlo simulation	The fair value of the embedded derivative liability is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo Method” modeling incorporating the following inputs: December 31, March 31, 2017 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 55.0 % 55.0 % Risk-free interest rate 1.03 % 1.47 % Expected term of options (years) 1.25 - 4.75 1.5 - 5 Stock price $ 0.12 $ 0.11 Conversion price $ 0.12 $ 0.12 The fair value of the November 2016 Purchaser Warrants is measured in accordance with ASC 820 “Fair Value Measurement”, using “Monte Carlo simulation” modeling, incorporating the following inputs: December 31, March 31, 2017 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 55.0 % 55.0 % Risk-free interest rate 1.82 % 1.93 % Expected term of options (years) 1.25 - 4.75 1.5 - 5 Stock price $ 0.12 $ 0.11 Exercise price $ 0.30 $ 0.30
Schedule of purchaser warrants fair value assumptions using monte carlo simulation	During the three months ended March 31, 2017 (Successor), the Company recorded a loss on Optional Redemption valuation of $25,180 in the change in fair value of derivative liabilities in the accompanying consolidated Statements of Operations. March 31, 2017 December 31, 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 52.5 % 50.0 % Risk-free interest rate 0.76 % 0.62 % Expected term of options (years) 0.25 0.5 Stock price $ 0.12 $ 0.11 Conversion price $ 0.12 $ 0.12 During the three months ended March 31, 2017 (Successor), the Company recorded a loss on embedded derivative re-valuation of $7,007. March 31, 2017 December 31, 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 52.5 % 50.0 % Risk-free interest rate 0.76 % 0.62 % Expected term of options (years) 0.25 0.5 Stock price $ 0.12 $ 0.11 Conversion price $ 0.12 $ 0.12 During the three months ended March 31, 2017 (Successor), the Company recorded a loss on warrant re-valuation of $45,932. March 31, 2017 December 31, 2016 Expected dividend yield 0.00 % 0.00 % Expected stock-price volatility 52.5 % 50.0 % Risk-free interest rate 1.66 % 1.70 % Expected term of options (years) 0.25 0.5 Stock price $ 0.12 $ 0.11 Exercise price $ 0.30 $ 0.30

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2017
Successor [Member]
Schedule of options outstanding and changes during the period	The following represents a summary of the Options outstanding at March 31, 2017 and changes during the period then ended: Weighted Average Aggregate Options Exercise Price Intrinsic Value * Outstanding at December 31, 2016 10,000,000 $ 0.005 $ 1,100,000 Granted - - - Exercised - - - Expired/Forfeited - - - Outstanding at March 31, 2017 10,000,000 $ 0.005 $ 1,200,000 Exercisable at March 31, 2017 9,166,664 $ - $ - Expected to be vested 10,000,000 $ 0.005 $ - * Based on the Company’s stock price on March 31, 2017 (Successor) and December 31, 2016 (Successor), respectively.

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2017
Successor [Member]
Schedule of computation of basic and diluted net income per share	The following table sets forth the computation of basic and diluted net income per share: For the Three Months For the Three Months Ended March 31, Ended March 31, 2017 2016 Successor Predecessor Net loss attributable to the common stockholders $ (613,895 ) $ (262,738 ) Basic weighted average outstanding shares of common stock 43,704,883 10,032,000 Dilutive effect of options and warrants - - Diluted weighted average common stock and common stock equivalents 43,704,883 10,032,000 Loss per share: Basic and diluted $ (0.01 ) $ (0.03 )

ORGANIZATION AND PRINCIPAL AC28

ORGANIZATION AND PRINCIPAL ACTIVITIES (Details Narrative) - $ / shares	Mar. 17, 2017	Mar. 31, 2017	Dec. 31, 2016	Dec. 22, 2015	Dec. 21, 2015	May 08, 2015	Dec. 31, 2014
Predecessor [Member]
Common stock, authorized					15,000,000
Common stock, par value (in dollars per share)					$ 0.0001
Successor [Member]
Common stock, issued		43,767,887	43,414,687				27,845,000
Common stock, outstanding		43,767,887	43,414,687				16,000,250
Preferred stock, authorized		10,000,000	10,000,000	150,000,000		10,000,000
Preferred stock, issued		0	0				5,000,000
Common stock, authorized		150,000,000	150,000,000	10,000,000		100,000,000	50,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Description of shares amendment	Company's Certificate of Incorporation to designate 1 share of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. On May 23, 2017, the Company issued the share of Series A Preferred Stock to Joseph Segelman.

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Maximum [Member]
Restricted cash		$ 25,000
Successor [Member]
Accumulated deficit	$ (6,129,731)	(6,743,626)
Working capital deficit	$ 2,128,000	2,587,000
Net loss		(613,895)
Net cash used in operating activities		$ (107,964)
Predecessor [Member]
Net loss			$ (262,738)
Net cash used in operating activities			$ (84,801)

SUMMARY OF SIGNIFICANT ACCOUN30

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Successor [Member]
Advertising and marketing expenses		$ 82,142
Estimated useful life		P5Y
Deferred revenue	$ 78,820	$ 52,843
Successor [Member] | Sales Revenue, Net [Member]
Concentration risk (in percent)		10.00%
Successor [Member] | Sales Revenue, Net [Member] | Accounts Receivable [Member]
Concentration risk (in percent)		68.00%
Successor [Member] | Coordinates Collection Inc [Member]
Share issued for acquisition (in shares)	7,000,000
Successor [Member] | ASK Gold [Member]
Share issued for acquisition (in shares)	1,000,000
Predecessor [Member]
Advertising and marketing expenses			$ 123,291
Predecessor [Member] | Sales Revenue, Net [Member]
Concentration risk (in percent)			10.00%
Predecessor [Member] | Knight Capital LLC [Member]
Exchange receivables			$ 147,500
Future receivables			199,125
Repayment of future receivables			$ 57,000

INVENTORY (Details)

INVENTORY (Details) - Successor [Member] - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Raw materials	$ 478,096	$ 478,096
Work-in-process	112,611	111,361
Samples	134,145	134,145
Inventory, net	$ 724,852	$ 723,602

EQUIPMENT (Details)

EQUIPMENT (Details) - Successor [Member] - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Accumulated depreciation	$ (7,111)	$ (3,712)
Total	$ 35,121	38,050
Estimated useful life	P5Y
Office Equipment [Member]
Total	$ 2,451	2,451
Estimated useful life	P5Y
Computer Equipment [Member]
Total	$ 39,311	$ 39,311
Estimated useful life	P3Y

EQUIPMENT (Details Narrative)

EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Successor [Member]
Depreciation expense	$ 3,399
Predecessor [Member]
Depreciation expense		$ 3,224

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - Successor [Member] - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Accumulated amortization	$ (79,798)	$ (27,866)
Intangible assets net	927,281	947,259
Goodwill [Member]
Intangible assets gross	481,947	481,947
Trademarks [Member]
Intangible assets gross	$ 260,000	260,000
Trademarks [Member] | Maximum [Member]
Estimated life	3 years 3 months 18 days
Trademarks [Member] | Minimum [Member]
Estimated life	4 years 6 months
Website [Member]
Estimated life	3 years
Intangible assets gross	$ 67,079	35,125
Tradename [Member]
Estimated life	10 years
Intangible assets gross	$ 365,000	365,000
Proprietary Design [Member]
Estimated life	5 years
Intangible assets gross	$ 80,000	80,000
Developed Technology - Website [Member]
Estimated life	3 years
Intangible assets gross	$ 117,500	117,500
Developed Technology - Ipad Application [Member]
Estimated life	3 years
Intangible assets gross	$ 117,500	$ 117,500

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - General and Administrative Expense [Member] - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Successor [Member]
Amortization expense	$ 51,932
Predecessor [Member]
Amortization expense		$ 15,482

DUE TO RELATED PARTY (Details N

DUE TO RELATED PARTY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Successor [Member]
Paid business expenses	$ 531,670		$ 440,747
Operating expenses	537,097
Accrued compensation - related party	841,000		$ 776,000
Successor [Member] | Mr. Joseph Segelman [Member]
Paid business expenses	351,098
Inventory purchases	1,250
Website development costs	2,401
Operating expenses	346,977
Equipment purchases	470
Repayments of related party	262,552
Deferred compensation	45,000
Successor [Member] | Mr. Joseph Segelman [Member] | Consulting Agreement [Member]
Deferred compensation	214,000
Successor [Member] | Mr. Chaya Segelman [Member]
Deferred compensation	$ 20,000
Predecessor [Member]
Operating expenses		$ 525,349
Predecessor [Member] | Mr. Owen deVries [Member] | Consulting Agreement [Member]
Advances received		180
Paid business expenses		320
Minimum annual base salary and compensation		28,981
Unsubstantiated business expenses		$ 6,815

CONVERTIBLE NOTE PAYABLE (Detai

CONVERTIBLE NOTE PAYABLE (Details) - Successor [Member] - Embedded Derivative Liability [Member] - $ / shares	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017
Expected dividend yield	0.00%	0.00%
Expected stock-price volatility	55.00%	55.00%
Risk-free interest rate	1.47%	1.03%
Expected term of options (years)	6 months	3 months
Stock price	$ 0.11	$ 0.12
Conversion price	$ 0.12	$ 0.12
Minimum [Member]
Expected term of options (years)	1 year 6 months	1 year 3 months
Maximum [Member]
Expected term of options (years)	5 years	4 years 9 months

CONVERTIBLE NOTE PAYABLE (Det38

CONVERTIBLE NOTE PAYABLE (Details 1) - Warrant [Member] - Successor [Member] - $ / shares	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017
Expected dividend yield	0.00%	0.00%
Expected stock-price volatility	55.00%	55.00%
Risk-free interest rate	1.93%	1.82%
Expected term of options (years)	6 months	3 months
Stock price	$ 0.11	$ 0.12
Exercise price	$ 0.30	$ 0.30
Maximum [Member]
Expected term of options (years)	1 year 6 months	1 year 3 months
Minimum [Member]
Expected term of options (years)	5 years	4 years 9 months

CONVERTIBLE NOTE PAYABLE (Det39

CONVERTIBLE NOTE PAYABLE (Details 2) - Successor [Member] - Securities Purchase Agreement [Member] - $ / shares	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017
Expected dividend yield	0.00%	0.00%
Expected stock-price volatility	50.00%	52.50%
Risk-free interest rate	0.62%	0.76%
Expected term of options (years)	6 months	3 months
Stock price	$ 0.11	$ 0.12
Conversion price	$ 0.12	$ 0.12

CONVERTIBLE NOTE PAYABLE (Det40

CONVERTIBLE NOTE PAYABLE (Details 3) - Successor [Member] - Embedded Derivative Liability [Member] - $ / shares	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017
Expected dividend yield	0.00%	0.00%
Expected stock-price volatility	55.00%	55.00%
Risk-free interest rate	1.47%	1.03%
Expected term of options (years)	6 months	3 months
Stock price	$ 0.11	$ 0.12
Conversion price	$ 0.12	$ 0.12

CONVERTIBLE NOTE PAYABLE (Det41

CONVERTIBLE NOTE PAYABLE (Details 4) - Warrant [Member] - Successor [Member] - $ / shares	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017
Expected dividend yield	0.00%	0.00%
Expected stock-price volatility	55.00%	55.00%
Risk-free interest rate	1.93%	1.82%
Expected term of options (years)	6 months	3 months
Stock price	$ 0.11	$ 0.12
Conversion price	$ 0.30	$ 0.30

CONVERTIBLE NOTE PAYABLE (Det42

CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)	May 30, 2017	Dec. 02, 2016	Dec. 31, 2016	Nov. 30, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2015
Successor [Member]
Interest expense					$ 189,162
Derivative liabilities			$ 153,663		$ 188,465
Successor [Member] | December 2015 Purchaser Conversion [Member]
Description of terms of conversion feature					December 2015 Purchaser Conversion Price of $0.12, subject to potential future adjustments described below. If the total outstanding balance of the Note were convertible as of December 31, 2016, the December 2015 Note would have been convertible into 7,187,500 shares of our common stock.
Successor [Member] | November 2016 Notes [Member]
Unamortized debt discount					$ 210,045
Interest expense					46,677
Successor [Member] | November 2015 Notes [Member]
Unamortized debt discount					132,208
Interest expense					141,651
Successor [Member] | December 2015 Optional Redemption [Member]
Derivative liabilities					122,528
Re-measurement of derivative liability					25,180
Contingent fair value					$ 199,150
Successor [Member] | Common Stock [Member]
Value of shares issued		$ 770,000
Number of shares issued		7,000,000
Successor [Member] | Warrant [Member]
Share price (in dollars per share)			$ 0.11		$ 0.12
Successor [Member] | Warrant [Member] | November 2016 Notes [Member]
Unamortized debt discount					$ 283,172
Number of common shares issued					100,002
Warrants granted					$ 108,567
Successor [Member] | Warrant [Member] | November 2015 Notes [Member]
Unamortized debt discount					$ 862,500
Number of common shares issued					625,000
Warrants granted					$ 439,107
Debt origination expenses					$ 429,000
Successor [Member] | November 2016 Purchaser Conversion Shares [Member]
Conversion rate					$ 0.12
Embedded derivative liability					$ 32,016
Accretion of debt discount					2,395,850
Derivative liabilities					26,610
Re-measurement of derivative liability					$ 2,615
Successor [Member] | November 2016 Purchaser Warrants [Member]
Conversion rate					$ 0.12
Embedded derivative liability					$ 108,597
Trading period					5 years
Issuance date					6 months
Share price (in dollars per share)					$ 0.30
Derivative liabilities					$ 105,168
Re-measurement of derivative liability					$ 170
Successor [Member] | November 2016 Purchaser Common Stock [Member]
Embedded derivative liability			$ 240,615
Value of shares issued				$ 833,354
Number of shares issued			244,945	100,002
Successor [Member] | December 2015 Purchaser Conversion [Member]
Conversion rate					$ 0.12
Accretion of debt discount					$ 7,187,500
Derivative liabilities					39,327
Re-measurement of derivative liability					7,007
Derivative fair value					$ 88,983
Successor [Member] | December 2015 Purchaser Warrants [Member]
Conversion rate					$ 0.12
Trading period					5 years
Issuance date					6 months
Derivative liabilities					$ 45,932
Share price (in dollars per share)					$ 0.30
Re-measurement of derivative liability					$ 413,890
Derivative fair value					439,107
Successor [Member] | Securities Purchase Agreement [Member]
Issuance date			Nov. 10, 2016				Dec. 23, 2015
Description of terms of conversion feature			(ii) a November 2016 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s November 2016 Note; and (iii) November 2016 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s November 2016 Note principal amount divided by $0.12 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment.				(ii) a Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s Note; and (iii) Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s Note principal amount divided by $0.12 (“Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment.
Issuance of convertible debt			$ 244,945				$ 724,500
Unamortized debt discount			$ 42,557				$ 138,000
Maturity date			May 10, 2018				Jun. 23, 2017
Interest rate			15.00%				15.00%
Conversion rate			$ 0.12				$ 0.12
Percentage of beneficially own in excess of common shares outstanding			9.99%				9.99%
Percentage of right to participate subsequent financing			100.00%				100.00%
Description of redemption of debt intrument			The Notes provide that commencing six (6) months after the Original Issue Date, we will have the option of prepaying the outstanding principal amount of the Notes (an “Optional Redemption”), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the Note through the Redemption Payment Date and 2.8986 shares of our Common Stock for each $1.00 of Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect.				The Notes provide that commencing six (6) months after the Original Issue Date, we will have the option of prepaying the outstanding principal amount of the Notes (an “Optional Redemption”), in whole or in part, by paying to the holders a sum of money in cash equal to one hundred percent (100%) of the principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the holder arising under the Note through the Redemption Payment Date and 2.8986 shares of our Common Stock for each $1.00 of Note principal amount being redeemed. A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days during which all of the “Equity Conditions”, as defined, have been in effect.
Embedded derivative liability					$ 88,983
Share price (in dollars per share)			$ 0.11		$ 0.12
Successor [Member] | Securities Purchase Agreement [Member] | Common Stock [Member]
Common stock convertible shares					2,500,000
Common stock convertible amount					$ 625,000
Successor [Member] | Securities Purchase Agreement [Member] | Alpha Capital Anstalt and Brio Capital Master Fund Ltd. [Member] | Secured Convertible Notes [Member]
Principle amount			$ 287,502				$ 862,500
Successor [Member] | Securities Purchase Agreement [Member] | Alpha Capital Anstalt and Brio Capital Master Fund Ltd. [Member] | Common Stock [Member]
Common stock convertible shares			833,354				2,500,000
Successor [Member] | Securities Purchase Agreement [Member] | Alpha Capital Anstalt and Brio Capital Master Fund Ltd. [Member] | Warrant [Member]
Common stock convertible shares			2,395,850				7,187,542
Description of terms of conversion feature							ii) a December 2015 Note with a principal amount of $1.00 for each $0.86956 for each $1.00 paid by each purchaser for such purchaser’s December 2015 Note; and (iii) December 2015 Warrants to purchase up to a number of shares of Common Stock equal to 100% of such purchaser’s December 2015 Note principal amount divided by $0.12 (“December 2015 Purchaser Conversion Price”), the conversion price in effect on the Initial Closing Date, with a per share exercise price equal to $0.30, subject to adjustment.
Successor [Member] | Second Consent Waiver and Modification Agreement [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member]
Conversion rate	$ 0.08
Successor [Member] | Second Consent Waiver and Modification Agreement [Member] | Common Stock [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member]
Share price (in dollars per share)	0.08
Successor [Member] | Second Consent Waiver and Modification Agreement [Member] | Warrant [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member]
Share price (in dollars per share)	$ 0.30
Warrant exercisable term	5 years
Predecessor [Member]
Unamortized debt discount						$ 31,500
Interest expense						$ 33,270
Predecessor [Member] | Second Consent Waiver and Modification Agreement [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member]
Conversion rate	$ 0.08
Predecessor [Member] | Second Consent Waiver and Modification Agreement [Member] | Common Stock [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member]
Share price (in dollars per share)	0.08
Predecessor [Member] | Second Consent Waiver and Modification Agreement [Member] | Warrant [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member]
Share price (in dollars per share)	$ 0.30
Warrant exercisable term	5 years

NOTES PAYBALE (Details Narrativ

NOTES PAYBALE (Details Narrative) - Predecessor [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2016
Advance	$ 181,500
Repayment of notes	64,047
Debt discount	31,500
Total balance due	134,067
Interest expense	33,270
10% Note Payable due June 1, 2016 [Member] | Menno Holterman [Member]
Total balance due		$ 459,681
Additional borrowings			$ 278,273
10% Note Payable due June 1, 2016 [Member] | Menno Holterman [Member] | Other (income) expense [Member]
Interest expense	$ 11,620

STOCK TRANSACTIONS (Details Nar

STOCK TRANSACTIONS (Details Narrative) - Successor [Member] - USD ($)	Jan. 22, 2017	Jan. 02, 2017	Dec. 02, 2016	Dec. 31, 2016	Mar. 31, 2017
Consent Waiver and Modification Agreement [Member]
Number of shares issued					1,000,000
Value of shares issued					$ 200,000
Description of agreement					The waivers contained in the Agreement were related to an increase in the shares issuable under Successor’s 2015 Stock Option Plan, a waiver of the right to participate in additional offerings by Successor, and allowing up to 20,000,000 shares of Successor’s common stock to be issued pursuant to a private or public offering at a price of not less than $0.30 per share. As consideration for the terms contained in the Agreement, as well as for a fee of $0.0001 per share.
Share price (in dollars per share)					$ 0.20
Outside Consultant [Member] | 2015 Equity Incentive Plan [Member]
Share price (in dollars per share)				$ 0.25
Outside Consultant [Member] | 2015 Equity Incentive Plan [Member] | Restricted Stock [Member]
Number of shares issued				400,000	400,000
Value of shares issued				$ 100,000	$ 100,000
Restricted Common Shares [Member]
Number of shares issued		150,000
Payment of accounts payable		$ 14,985
Restricted Common Shares [Member] | Employees [Member] | 2015 Equity Incentive Plan [Member]
Number of shares issued	103,200
Value of shares issued	$ 5,160
Common Stock [Member]
Number of shares issued			7,000,000
Value of shares issued			$ 770,000
Common Stock [Member] | ASK Gold [Member]
Number of shares issued			1,000,000

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details) - Successor [Member]	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding - beginning of year | shares	10,000,000
Granted | shares
Exercised | shares
Expired/Forfeited | shares
Outstanding - ending of period | shares	10,000,000
Exercisable - ending of period | shares	9,166,664
Expected to be vested | shares	10,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding - beginning of year | $ / shares	$ 0.005
Granted | $ / shares
Exercised | $ / shares
Expired/Forfeited | $ / shares
Outstanding - ending of period | $ / shares	0.005
Exercisable - ending of period | $ / shares
Expected to be vested | $ / shares	$ 0.005
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward]
Outstanding - beginning of year | $	$ 1,100,000	[1]
Outstanding - ending of period | $	$ 1,200,000	[1]
[1]	Based on the Company's stock price on March 31, 2017 (Successor) and December 31, 2016 (Successor), respectively.

STOCK BASED COMPENSATION (Det46

STOCK BASED COMPENSATION (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2016	Mar. 31, 2017	Dec. 31, 2014
2015 Equity Incentive Plan [Member] | Outside Consultant [Member]
Expected life	6 years
Successor [Member]
Common stock, issued (in shares)	43,414,687	43,767,887	27,845,000
Stock based compensation - related party		$ 45,991
Successor [Member] | 2015 Equity Incentive Plan [Member]
Common stock, issued (in shares)		20,000,000
Stock based compensation		$ 4,560
Stock based compensation - related party		$ 40,831
Vesting period		10 years
Successor [Member] | 2015 Equity Incentive Plan [Member] | Outside Consultant [Member]
Stock based compensation		$ 10,417
Volatility rate	35.60%
Risk-free interest rate	1.87%
Stock price	$ 0.25
Exercise price	$ 0.005
Number of shares vested		358,333
Number of remaining shares vested		41,667
Successor [Member] | 2015 Equity Incentive Plan [Member] | Outside Consultant [Member] | General and Administrative Expense [Member]
Stock based compensation		$ 25,000
Successor [Member] | 2015 Equity Incentive Plan [Member] | Outside Consultant [Member] | Restricted Stock [Member]
Number of shares issued	400,000	400,000
Value of common stock	$ 100,000	$ 100,000
Successor [Member] | 2015 Equity Incentive Plan [Member] | Mr. Joseph Segelman [Member]
Number of shares issued		10,000,000
Value of common stock		$ 2,500,000
Successor [Member] | 2015 Equity Incentive Plan [Member] | Mr. Joseph Segelman [Member] | First Year Vest [Member]
Award vesting rights percentage		50.00%
Vesting period		12 months
Successor [Member] | 2015 Equity Incentive Plan [Member] | Mr. Joseph Segelman [Member] | Second Year Vest [Member]
Award vesting rights percentage		50.00%
Vesting period		24 months

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 02, 2016	Mar. 31, 2017	Mar. 31, 2016
Predecessor [Member] | Consulting Agreement [Member] | Mr. Owen deVries [Member]
Minimum annual base salary and compensation			$ 28,981
Initial monthly payments	$ 11,000
Revised initial monthly payment	$ 4,000
Agreement expiration term	90 days
Successor [Member]
Monthly sub leased		$ 7,834
Successor [Member] | Mr. Joseph Segelman [Member]
Deferred compensation		$ 45,000
Successor [Member] | Consulting Agreement [Member] | Mr. Joseph Segelman [Member]
Description of consulting agreement		The Company previously had a consulting agreement with its CEO under which he was compensated $120,000 per annum. Beginning June 20, 2013, this contract was to continue unless and until terminated at any time by either the Company or CEO giving two month notice in writing. Such consulting agreement was terminated by mutual agreement as of May 1, 2015 and superseded by the employment agreement effective May 1, 2015.
Consulting fees		$ 120,000
Deferred compensation		214,000
Successor [Member] | Consulting Agreement [Member] | Secretary [Member]
Consulting fees		60,000
Deferred compensation		113,667
Successor [Member] | Employment Agreements [Member] | Mr. Joseph Segelman [Member]
Minimum annual base salary and compensation		$ 180,000
Description of amount equal to base salary		An amount equal to 200% of the base salary.
Agreement expiration date		Dec. 31, 2018
Compensation expense		$ 45,000
Deferred compensation		574,000
Deferred compensation		360,000
Employee benefits		3,600
Successor [Member] | Employment Agreements [Member] | Secretary [Member]
Minimum annual base salary and compensation		$ 80,000
Description of amount equal to base salary		An amount equal to 50% of the base salary
Agreement expiration date		Dec. 31, 2018
Compensation expense		$ 20,000
Deferred compensation		267,000
Deferred compensation		153,333
Employee benefits		$ 1,790

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Successor [Member]
Net loss attributable to the common stockholders	$ (613,895)
Basic weighted average outstanding shares of common stock	43,704,883
Dilutive effect of options and warrants
Diluted weighted average common stock and common stock equivalents	43,704,883
Loss per share:
Basic and diluted (in dollars per share)	$ (0.01)
Predecessor [Member]
Net loss attributable to the common stockholders		$ (262,738)
Basic weighted average outstanding shares of common stock		10,032,000
Dilutive effect of options and warrants
Diluted weighted average common stock and common stock equivalents		10,032,000
Loss per share:
Basic and diluted (in dollars per share)		$ (0.03)

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Successor [Member]
Total rent	$ 3,200
Rent expense	33,092
Monthly sub leased	$ 7,834
Predecessor [Member]
Rent expense		$ 25,579

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Successor [Member] - $ / shares	May 30, 2017	May 23, 2017	Mar. 17, 2017
Description of shares amendment			Company's Certificate of Incorporation to designate 1 share of the Company’s authorized 10,000,000 shares of Preferred Stock as Series A Preferred Stock (“Series A Preferred Stock”), which shall vote with the Common Stock, and shall be entitled to fifty-one percent (51%) of the total votes of Common Stock on all such matters voted on. On May 23, 2017, the Company issued the share of Series A Preferred Stock to Joseph Segelman.
Subsequent Event [Member]
Description of shares amendment		The Company issued the share of Series A Preferred stock to Joseph Segelman, which will allow Mr. Segelman to maintain fifty-one percent (51%) voting control of the Company regardless of how many shares of common stock are issued and outstanding. Therefore, the Company considers the Series A Preferred stock to be issued on May 23, 2017.
Preferred stock cancellation term	10 years
Subsequent Event [Member] | Second Consent Waiver and Modification Agreement [Member] | Convertible Promissory Note [Member]
Share price (in dollars per share)	$ 0.30
Warrant term	5 years
Maturity debt	Dec. 31, 2017
Debt conversion price	$ 0.08
Subsequent Event [Member] | Second Consent Waiver and Modification Agreement [Member] | Convertible Promissory Note [Member] | Minimum [Member]
Share price (in dollars per share)	$ 0.08