Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Aug. 20, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | EPHS HOLDINGS, INC. | |
Entity Central Index Key | 1,731,911 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 133,625,892 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Amendment Description | We are filing this Amendment No. 2 to the Quarterly Report on Form 10-Q ("Form 10-Q/A") for the quarterly period ended March 31, 2018, which was filed with the United States Securities and Exchange Commission (âSECâ) on June 28, 2018 (the "Original Filing"), to reflect restatements of the Consolidated Balance Sheets at March 31, 2018, and the Consolidated Statements of Operations, and the Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and the related notes thereto. We intend to file our Quarterly Report on Form 10-Q for the six months ended June 30, 2018, which will include consolidated financial statements and selected financial data for the three months ended March 31, 2018, which are restated (the 'Restated Periods'). |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||||
Cash and cash equivalents | $ 72,691 | $ 4,195 | $ 13,574 | $ 2,336 |
Sales tax receivable | 3,409 | 4,066 | ||
Prepaid expenses and other current assets | 8,035 | |||
Total current assets | 84,135 | 8,261 | ||
Property and equipment | 114,409 | 28,917 | ||
Security deposit | 6,692 | 6,866 | ||
Total assets | 205,236 | 44,044 | ||
Current liabilities | ||||
Accounts payable | 41,316 | 6,114 | ||
Due to related party - note payable | 3,917 | 794,317 | ||
Total liabilities | 45,233 | 800,431 | ||
Stockholders' deficit | ||||
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 133,601 | 20,000 | ||
Additional paid in capital | 891,790 | (19,920) | ||
Accumulated deficit | (833,909) | (735,552) | ||
Accumulated other comprehensive loss | (31,479) | (20,915) | ||
Total stockholders' deficit | 160,003 | (756,387) | ||
Total liabilities and stockholders' deficit | $ 205,236 | $ 44,044 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,400,000,000 | 2,400,000,000 |
Common stock, shares issued | 133,600,892 | 20,000,000 |
Common stock, shares outstanding | 133,600,892 | 20,000,000 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Total revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses | 98,357 | 35,876 |
Gain (Loss) from Operations | (98,357) | (35,876) |
Other income (expense) | ||
Federal income tax expense | ||
Net income (loss) | (98,357) | (35,876) |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (10,564) | (4,509) |
Total comprehensive loss | $ (108,921) | $ (40,385) |
Weighted average shares - basic and diluted | 124,034,225 | 42,850,892 |
Loss per share - basic and diluted | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (98,357) | $ (35,876) |
Adjustments to reconcile net loss to net cash | ||
Depreciation expense | 13,348 | 10,239 |
Changes in operating assets and liabilities: | ||
Sales tax receivable | 553 | 492 |
Accounts payable | 28,758 | |
Prepaid expenses | (8,035) | |
CASH USED IN OPERATING ACTIVITIES | (63,733) | (25,145) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (99,298) | |
CASH USED IN INVESTING ACTIVITIES | (99,298) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in loan payable to shareholders | 16,316 | 36,187 |
Decrease in loan payable from debt relief | 219,796 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 236,112 | 36,187 |
Effect of translation changes on cash | (4,585) | 196 |
Change in cash and cash equivalents | 68,496 | 11,238 |
Cash, beginning of period | 4,195 | 2,336 |
Cash, end of period | $ 72,691 | $ 13,574 |
Organization and Business Descr
Organization and Business Description | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Description | NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION EPHS Holdings, Inc. (the “Company”) was incorporated in the State of Nevada on January 28, 1999. The Company's original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land based ores. The Company was originally known as Quantum Induction Technology, Inc. On November 30, 2011 the Company changed its name to Quantumbit, Inc. and continued to operate under this name until September 25, 2013 when the Company's name was changed to Sertant, Inc . The Company ceased operations in January 2015. In February 2017, one of the Company's shareholder sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company's shareholders. In July 2017, the court appointed an exclusive receiver over the Company. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder. In January 2018, the Company's name was changed to EPHS Holdings, Inc. On December 28, 2017, the Company issued to EPHS, Inc., a Florida corporation, 75 million shares of the Company's common stock for $110,000 which represented approximately 62% of the Company's issued and outstanding shares of common stock. On February 27, 2018, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. (“Emerald”), all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger (the “ Merger Under generally accepted accounting principles in the United States (“US GAAP”), because the combined entity will be dependent on Emerald's senior management, the merger was accounted for as a recapitalization effected by a share exchange, wherein Emerald is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of Emerald have been brought forward at their book value and no goodwill has been recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements are those of Emerald and are recorded at the historical cost basis of Emerald. The Company's fiscal year end is December 31. The accompanying Consolidated Balance Sheet as of December 31, 2017, which was derived from audited financial statements, and the unaudited interim financial statements and related notes have been prepared in accordance with US GAAP for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended December 31, 2017 and notes thereto contained in the Company's Registration Statement on Form 10. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with US GAAP and pursuant to the accounting and disclosure rules and regulations of the SEC. A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. Term deposits that the Company cannot use for current transactions because they are pledged as security are excluded from cash and cash equivalents. Property and Equipment Property and equipment is stated at cost or contributed value. The value of the equipment contributed was assessed by an independent third-party at liquidation value. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Foreign Exchange Translation The functional currency of the subsidiary is the Canadian Dollar (“CAD”). For financial statement purposes, the reporting currency is the United States Dollar (“USD”). For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD. Asset, liability and equity accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit). Impairment of Long-lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, “ Property, Plant and Equipment Fair Value of Financial Instruments The Company's financial instruments consist of cash and cash equivalents and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The Company's financial instruments, as defined by ASC subtopic 825-10, “ Financial Instrument” FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions Income Taxes The Company accounts for income taxes in accordance with ASC 740, “ Income Taxes The Company has adopted the provisions of ASC 740-10-05 “ Accounting for Uncertainty in Income Taxes Sales Tax Receivable The Company is charged approximately 15% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) and Provincial (Quebec). The Company is reimbursed for all sales taxes paid to suppliers. The Company does not charge sales taxes on supplies as it has no revenues. Net Loss Per Share, Basic and Diluted Basic income (loss) per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of March 31, 2018. Related Party Transactions The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition. Subsequent Event The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system. Stock-Based Compensation The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Recent Accounting Pronouncements The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. Restatement In connection with preparation of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, we identified a cash account related to the capital investment from EPHS, Inc. was omitted from our historical financial statements, including for the three months ended March 31, 2018. Accordingly, we have restated Consolidated Financial Statements for the three months ended March 31, 2018 to reflect the correction of the misstatements. The Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows, and Notes 4 and 5 in these financial statements were updated to reflect the restatement. The tables below present the impact of the changes to our Consolidated Financial Statement line items in our Original Filing: EPHS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 2018 Previously Reported Omitted Bank Activities Restated ASSETS Current assets Cash and cash equivalents $ 589 $ 72,102 $ 72,691 Sales tax receivable 3,409 — 3,409 Prepaid expenses and other current assets 3,035 5,000 8,035 Total current assets 7,033 77,102 84,135 Property and equipment 92,650 21,759 114,409 Security deposit 6,692 — 6,692 Total assets $ 106,375 $ 98,861 $ 205,236 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 43,571 $ (2,255 ) $ 41,316 Due to related party - note payable 56,085 (52,168 ) 3,917 Total liabilities 99,656 (54,423 ) 45,233 Stockholders' deficit Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 133,601 — 133,601 Additional paid in capital 671,994 219,796 891,790 Accumulated deficit (772,351 ) (61,558 ) (833,909 ) Accumulated other comprehensive loss (26,525 ) (4,954 ) (31,479 ) Total stockholders' deficit 6,719 153,284 160,003 Total liabilities and stockholders' deficit $ 106,375 $ 98,861 $ 205,236 EPHS HOLDINGS, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2018 Previously Reported Omitted Bank Activities Restated $ — $ — $ — Cost of revenue — — — Gross profit — — — Operating expenses 36,799 61,558 98,357 Gain (Loss) from Operations (36,799 ) (61,558 ) (98,357 ) Other income (expense) — — Federal income tax expense — — Net income (loss) $ (36,799 ) $ (61,558 ) $ (98,357 ) Other comprehensive loss Foreign currency translation gain (loss) (5,610 ) (4,954 ) (10,564 ) Total comprehensive loss $ (42,409 ) $ (66,512 ) $ (108,921 ) Weighted average shares - basic and diluted 124,034,225 — 124,034,225 Loss per share - basic and diluted $ (0.00 ) $ — $ (0.00 ) EPHS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2018 Previously Reported Omitted Bank Activities Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (36,799 ) $ (61,558 ) $ (98,357 ) Adjustments to reconcile net loss to net cash Depreciation expense 12,778 570 13,348 Paid in capital for extinguishment of debt 812,113 (812,113 ) — Changes in operating assets and liabilities: Sales tax receivable 553 — 553 Accounts payable 31,013 (2,255 ) 28,758 Prepaid expenses (3,035 ) (5,000 ) (8,035 ) CASH USED IN OPERATING ACTIVITIES 816,624 (880,356 ) (63,733 ) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment (76,982 ) (22,316 ) (99,298 ) CASH USED IN INVESTING ACTIVITIES (76,982 ) (22,316 ) (99,298 ) CASH FLOWS FROM FINANCING ACTIVITIES Increase in loan payable to shareholders 68,485 (52,169 ) 16,316 Decrease in loan payable from debt relief (812,113 ) 1,031,909 219,796 CASH PROVIDED BY FINANCING ACTIVITIES (743,628 ) 979,740 236,112 Effect of translation changes on cash 380 (4,965 ) (4,585 ) Change in cash and cash equivalents (3,606 ) 72,102 68,496 Cash, beginning of period 4,195 — 4,195 Cash, end of period $ 589 $ 72,102 $ 72,691 |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 - GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. However, the Company has no revenues. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company's ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT March 31, December 31, Classification 2018 2017 Restated Furniture $ 108,948 $ 9,899 Leasehold improvements 205,325 210,636 Total cost of property and equipment 314,273 220,535 Accumulated depreciation (199,864 ) (191,618 ) Property and equipment, net $ 114,409 $ 28,917 The Company had Property and Equipment acquisitions of $99,298 for the three months ended March 31, 2018. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 - RELATED PARTY TRANSACTIONS During the three months ended March 31, 2018, Paolo Gervasi and Calogero Caruso loaned the Company $6,199 and $6,200, respectively as non-interest-bearing loans. On February 27, 2018, all loans by Paolo Gervasi and Calogero Caruso were forgiven in exchange for shares of the Company, pursuant to the terms and conditions of the Share Exchange Agreement. As of March 31, 2018, no further obligations from the Company to either Mr. Caruso or Mr. Calogero remain. |
Lease Agreements
Lease Agreements | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Lease Agreements | NOTE 6 - LEASE AGREEMENTS On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet. The Company renewed the rental agreement on December 1, 2015 with a base gross rent of approximately $4.65 per square foot and security deposit of $6,692. The Company will owe monthly rental payments of approximately $3,317 until the rental agreement terminates on November 30, 2018. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | NOTE 7 - CAPITAL STOCK On February 27, 2018, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Emerald, all of Emerald's outstanding debt to shareholders was forgiven, and Emerald became the wholly owned subsidiary of the Company in a reverse merger, or the Merger. On February 27, 2018, pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1 into an aggregate of 20,000,000 shares of the Company's common stock. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 8 - SUBSEQUENT EVENT On April 5, 2018 the Company issued 25,000 shares pursuant to a Consulting Agreement. There are no other events of a subsequent nature that in management's opinion are reportable as of August 20, 2018. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company's policy is to present bank balances under cash and cash equivalents, including bank overdrafts when balances fluctuate frequently from being positive to overdrawn and term deposits with a maturity period of three months or less from the date of acquisition. Term deposits that the Company cannot use for current transactions because they are pledged as security are excluded from cash and cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost or contributed value. The value of the equipment contributed was assessed by an independent third-party at liquidation value. Major additions and improvements are capitalized. Depreciation of furniture, vehicles and equipment is calculated using the diminishing balance method at a rate of 20% per year, and leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term (which is 5 years). The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. |
Foreign Exchange Translation | Foreign Exchange Translation The functional currency of the subsidiary is the Canadian Dollar (“CAD”). For financial statement purposes, the reporting currency is the United States Dollar (“USD”). For financial reporting purposes, the financial statements are translated into the Company's reporting currency, USD. Asset, liability and equity accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive loss in stockholder's equity (deficit). |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC Topic 360, “ Property, Plant and Equipment |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments consist of cash and cash equivalents and amounts due to shareholders. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. The Company's financial instruments, as defined by ASC subtopic 825-10, “ Financial Instrument” FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, “ Income Taxes The Company has adopted the provisions of ASC 740-10-05 “ Accounting for Uncertainty in Income Taxes |
Sales Tax Receivable | Sales Tax Receivable The Company is charged approximately 15% sales taxes on all taxable purchases. The rates are a blend of Federal (Canada) and Provincial (Quebec). The Company is reimbursed for all sales taxes paid to suppliers. The Company does not charge sales taxes on supplies as it has no revenues. |
Net Loss Per Share, Basic and Diluted | Net Loss Per Share, Basic and Diluted Basic income (loss) per share is calculated by dividing our net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common share equivalents outstanding as of March 31, 2018. |
Related Party Transactions | Related Party Transactions The Company follows the guidance in ASC 850. The Company discloses related transactions and certain common control relationships. Transactions between related parties are related party transactions even though they may not be given accounting recognition. |
Subsequent Event | Subsequent Event The Company follows the guidance in SFAS 165 (ASC 855-10-50) for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system. |
Stock-Based Compensation | Stock-Based Compensation The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous US GAAP and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. |
Restatement | Restatement In connection with preparation of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, we identified a cash account related to the capital investment from EPHS, Inc. was omitted from our historical financial statements, including for the three months ended March 31, 2018. Accordingly, we have restated Consolidated Financial Statements for the three months ended March 31, 2018 to reflect the correction of the misstatements. The Consolidated Balance Sheets, Consolidated Statements of Operations, and Consolidated Statements of Cash Flows, and Notes 4 and 5 in these financial statements were updated to reflect the restatement. The tables below present the impact of the changes to our Consolidated Financial Statement line items in our Original Filing: EPHS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 2018 Previously Reported Omitted Bank Activities Restated ASSETS Current assets Cash and cash equivalents $ 589 $ 72,102 $ 72,691 Sales tax receivable 3,409 — 3,409 Prepaid expenses and other current assets 3,035 5,000 8,035 Total current assets 7,033 77,102 84,135 Property and equipment 92,650 21,759 114,409 Security deposit 6,692 — 6,692 Total assets $ 106,375 $ 98,861 $ 205,236 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 43,571 $ (2,255 ) $ 41,316 Due to related party - note payable 56,085 (52,168 ) 3,917 Total liabilities 99,656 (54,423 ) 45,233 Stockholders' deficit Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 133,601 — 133,601 Additional paid in capital 671,994 219,796 891,790 Accumulated deficit (772,351 ) (61,558 ) (833,909 ) Accumulated other comprehensive loss (26,525 ) (4,954 ) (31,479 ) Total stockholders' deficit 6,719 153,284 160,003 Total liabilities and stockholders' deficit $ 106,375 $ 98,861 $ 205,236 EPHS HOLDINGS, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2018 Previously Reported Omitted Bank Activities Restated $ — $ — $ — Cost of revenue — — — Gross profit — — — Operating expenses 36,799 61,558 98,357 Gain (Loss) from Operations (36,799 ) (61,558 ) (98,357 ) Other income (expense) — — Federal income tax expense — — Net income (loss) $ (36,799 ) $ (61,558 ) $ (98,357 ) Other comprehensive loss Foreign currency translation gain (loss) (5,610 ) (4,954 ) (10,564 ) Total comprehensive loss $ (42,409 ) $ (66,512 ) $ (108,921 ) Weighted average shares - basic and diluted 124,034,225 — 124,034,225 Loss per share - basic and diluted $ (0.00 ) $ — $ (0.00 ) EPHS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2018 Previously Reported Omitted Bank Activities Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (36,799 ) $ (61,558 ) $ (98,357 ) Adjustments to reconcile net loss to net cash Depreciation expense 12,778 570 13,348 Paid in capital for extinguishment of debt 812,113 (812,113 ) — Changes in operating assets and liabilities: Sales tax receivable 553 — 553 Accounts payable 31,013 (2,255 ) 28,758 Prepaid expenses (3,035 ) (5,000 ) (8,035 ) CASH USED IN OPERATING ACTIVITIES 816,624 (880,356 ) (63,733 ) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment (76,982 ) (22,316 ) (99,298 ) CASH USED IN INVESTING ACTIVITIES (76,982 ) (22,316 ) (99,298 ) CASH FLOWS FROM FINANCING ACTIVITIES Increase in loan payable to shareholders 68,485 (52,169 ) 16,316 Decrease in loan payable from debt relief (812,113 ) 1,031,909 219,796 CASH PROVIDED BY FINANCING ACTIVITIES (743,628 ) 979,740 236,112 Effect of translation changes on cash 380 (4,965 ) (4,585 ) Change in cash and cash equivalents (3,606 ) 72,102 68,496 Cash, beginning of period 4,195 — 4,195 Cash, end of period $ 589 $ 72,102 $ 72,691 |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of changes in Consolidated Financial Statement | EPHS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 2018 Previously Reported Omitted Bank Activities Restated ASSETS Current assets Cash and cash equivalents $ 589 $ 72,102 $ 72,691 Sales tax receivable 3,409 — 3,409 Prepaid expenses and other current assets 3,035 5,000 8,035 Total current assets 7,033 77,102 84,135 Property and equipment 92,650 21,759 114,409 Security deposit 6,692 — 6,692 Total assets $ 106,375 $ 98,861 $ 205,236 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable $ 43,571 $ (2,255 ) $ 41,316 Due to related party - note payable 56,085 (52,168 ) 3,917 Total liabilities 99,656 (54,423 ) 45,233 Stockholders' deficit Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 133,601 — 133,601 Additional paid in capital 671,994 219,796 891,790 Accumulated deficit (772,351 ) (61,558 ) (833,909 ) Accumulated other comprehensive loss (26,525 ) (4,954 ) (31,479 ) Total stockholders' deficit 6,719 153,284 160,003 Total liabilities and stockholders' deficit $ 106,375 $ 98,861 $ 205,236 EPHS HOLDINGS, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Ended March 31, 2018 Previously Reported Omitted Bank Activities Restated Total revenue $ — $ — $ — Cost of revenue — — — Gross profit — — — Operating expenses 36,799 61,558 98,357 Gain (Loss) from Operations (36,799 ) (61,558 ) (98,357 ) Other income (expense) — — Federal income tax expense — — Net income (loss) $ (36,799 ) $ (61,558 ) $ (98,357 ) Other comprehensive loss Foreign currency translation gain (loss) (5,610 ) (4,954 ) (10,564 ) Total comprehensive loss $ (42,409 ) $ (66,512 ) $ (108,921 ) Weighted average shares - basic and diluted 124,034,225 — 124,034,225 Loss per share - basic and diluted $ (0.00 ) $ — $ (0.00 ) EPHS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 2018 Previously Reported Omitted Bank Activities Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (36,799 ) $ (61,558 ) $ (98,357 ) Adjustments to reconcile net loss to net cash Depreciation expense 12,778 570 13,348 Paid in capital for extinguishment of debt 812,113 (812,113 ) — Changes in operating assets and liabilities: Sales tax receivable 553 — 553 Accounts payable 31,013 (2,255 ) 28,758 Prepaid expenses (3,035 ) (5,000 ) (8,035 ) CASH USED IN OPERATING ACTIVITIES 816,624 (880,356 ) (63,733 ) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of property and equipment (76,982 ) (22,316 ) (99,298 ) CASH USED IN INVESTING ACTIVITIES (76,982 ) (22,316 ) (99,298 ) CASH FLOWS FROM FINANCING ACTIVITIES Increase in loan payable to shareholders 68,485 (52,169 ) 16,316 Decrease in loan payable from debt relief (812,113 ) 1,031,909 219,796 CASH PROVIDED BY FINANCING ACTIVITIES (743,628 ) 979,740 236,112 Effect of translation changes on cash 380 (4,965 ) (4,585 ) Change in cash and cash equivalents (3,606 ) 72,102 68,496 Cash, beginning of period 4,195 — 4,195 Cash, end of period $ 589 $ 72,102 $ 72,691 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | March 31, December 31, Classification 2018 2017 Restated Furniture $ 108,948 $ 9,899 Leasehold improvements 205,325 210,636 Total cost of property and equipment 314,273 220,535 Accumulated depreciation (199,864 ) (191,618 ) Property and equipment, net $ 114,409 $ 28,917 |
Organization and Business Des17
Organization and Business Description (Details Narrative) - USD ($) | Feb. 27, 2018 | Dec. 28, 2017 | Sep. 30, 2017 |
Shares issued to resolve legal claim, shares | 4,750,000 | ||
Merger description | Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1 into an aggregate of 20,000,000 shares of the Company's common stock and Emerald became a wholly owned subsidiary of the Company | ||
EPHS, Inc. [Member] | |||
Percentage of ownership | 62.00% | ||
Shares issued, value | $ 110,000 | ||
Shares issued, shares | 75,000,000 | ||
Emerald Plants Health Source, Inc. [Member] | |||
Shares issued in acquisition, shares | 20,000,000 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||||
Cash and cash equivalents | $ 72,691 | $ 4,195 | $ 13,574 | $ 2,336 |
Sales tax receivable | 3,409 | 4,066 | ||
Prepaid expenses and other current assets | 8,035 | |||
Total current assets | 84,135 | 8,261 | ||
Property and equipment | 114,409 | 28,917 | ||
Security deposit | 6,692 | 6,866 | ||
Total assets | 205,236 | 44,044 | ||
Current liabilities | ||||
Accounts payable | 41,316 | 6,114 | ||
Due to related party - note payable | 3,917 | 794,317 | ||
Total liabilities | 45,233 | 800,431 | ||
Stockholders' deficit | ||||
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 133,601 | 20,000 | ||
Additional paid in capital | 891,790 | (19,920) | ||
Accumulated deficit | (833,909) | (735,552) | ||
Accumulated other comprehensive loss | (31,479) | (20,915) | ||
Total stockholders' deficit | 160,003 | (756,387) | ||
Total liabilities and stockholders' deficit | 205,236 | 44,044 | ||
Previously Reported [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 589 | 4,195 | ||
Sales tax receivable | 3,409 | |||
Prepaid expenses and other current assets | 3,035 | |||
Total current assets | 7,033 | |||
Property and equipment | 92,650 | |||
Security deposit | 6,692 | |||
Total assets | 106,375 | |||
Current liabilities | ||||
Accounts payable | 43,571 | |||
Due to related party - note payable | 56,085 | |||
Total liabilities | 99,656 | |||
Stockholders' deficit | ||||
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 133,601 | |||
Additional paid in capital | 671,994 | |||
Accumulated deficit | (772,351) | |||
Accumulated other comprehensive loss | (26,525) | |||
Total stockholders' deficit | 6,719 | |||
Total liabilities and stockholders' deficit | 106,375 | |||
Omitted Bank Activities [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 72,102 | |||
Sales tax receivable | ||||
Prepaid expenses and other current assets | 5,000 | |||
Total current assets | 77,102 | |||
Property and equipment | 21,759 | |||
Security deposit | ||||
Total assets | 98,861 | |||
Current liabilities | ||||
Accounts payable | 2,255 | |||
Due to related party - note payable | 52,168 | |||
Total liabilities | 54,423 | |||
Stockholders' deficit | ||||
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | ||||
Additional paid in capital | 219,796 | |||
Accumulated deficit | (61,558) | |||
Accumulated other comprehensive loss | (4,954) | |||
Total stockholders' deficit | 153,284 | |||
Total liabilities and stockholders' deficit | 98,861 | |||
Restated [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 72,691 | $ 4,195 | ||
Sales tax receivable | 3,409 | |||
Prepaid expenses and other current assets | 8,035 | |||
Total current assets | 84,135 | |||
Property and equipment | 114,409 | |||
Security deposit | 6,692 | |||
Total assets | 205,236 | |||
Current liabilities | ||||
Accounts payable | 41,316 | |||
Due to related party - note payable | 3,917 | |||
Total liabilities | 45,233 | |||
Stockholders' deficit | ||||
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 133,600,892 and 20,000,000 shares issued and outstanding as of March 31, 2018 and December 31, 2017 | 133,601 | |||
Additional paid in capital | 891,790 | |||
Accumulated deficit | (833,909) | |||
Accumulated other comprehensive loss | (31,479) | |||
Total stockholders' deficit | 160,003 | |||
Total liabilities and stockholders' deficit | $ 205,236 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Total revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses | 98,357 | 35,876 |
Gain (Loss) from Operations | (98,357) | (35,876) |
Other income (expense) | ||
Federal income tax expense | ||
Net income (loss) | (98,357) | (35,876) |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (10,564) | (4,509) |
Total comprehensive loss | $ (108,921) | $ (40,385) |
Weighted average shares - basic and diluted | 124,034,225 | 42,850,892 |
Loss per share - basic and diluted | $ 0 | $ 0 |
Previously Reported [Member] | ||
Total revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses | 36,799 | |
Gain (Loss) from Operations | (36,799) | |
Other income (expense) | ||
Federal income tax expense | ||
Net income (loss) | (36,799) | |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (5,610) | |
Total comprehensive loss | $ (42,409) | |
Weighted average shares - basic and diluted | 124,034,225 | |
Loss per share - basic and diluted | $ 0 | |
Omitted Bank Activities [Member] | ||
Total revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses | 61,558 | |
Gain (Loss) from Operations | (61,558) | |
Other income (expense) | ||
Federal income tax expense | ||
Net income (loss) | (61,558) | |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (4,954) | |
Total comprehensive loss | $ (66,512) | |
Weighted average shares - basic and diluted | ||
Loss per share - basic and diluted | ||
Restated [Member] | ||
Total revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses | 98,357 | |
Gain (Loss) from Operations | (98,357) | |
Other income (expense) | ||
Federal income tax expense | ||
Net income (loss) | (98,357) | |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | (10,564) | |
Total comprehensive loss | $ (108,921) | |
Weighted average shares - basic and diluted | 124,034,225 | |
Loss per share - basic and diluted | $ 0 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (98,357) | $ (35,876) |
Adjustments to reconcile net loss to net cash | ||
Depreciation expense | 13,348 | 10,239 |
Changes in operating assets and liabilities: | ||
Sales tax receivable | 553 | 492 |
Accounts payable | 28,758 | |
Prepaid expenses | (8,035) | |
CASH USED IN OPERATING ACTIVITIES | (63,733) | (25,145) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (99,298) | |
CASH USED IN INVESTING ACTIVITIES | (99,298) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in loan payable to shareholders | 16,316 | 36,187 |
Decrease in loan payable from debt relief | 219,796 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 236,112 | 36,187 |
Effect of translation changes on cash | (4,585) | 196 |
Change in cash and cash equivalents | 68,496 | 11,238 |
Cash, beginning of period | 4,195 | 2,336 |
Cash, end of period | 72,691 | $ 13,574 |
Previously Reported [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | (36,799) | |
Adjustments to reconcile net loss to net cash | ||
Depreciation expense | 12,778 | |
Paid in capital for extinguishment of debt | 812,113 | |
Changes in operating assets and liabilities: | ||
Sales tax receivable | 553 | |
Accounts payable | 31,013 | |
Prepaid expenses | (3,035) | |
CASH USED IN OPERATING ACTIVITIES | 816,624 | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (76,982) | |
CASH USED IN INVESTING ACTIVITIES | (76,982) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in loan payable to shareholders | 68,485 | |
Decrease in loan payable from debt relief | (812,113) | |
CASH PROVIDED BY FINANCING ACTIVITIES | (743,628) | |
Effect of translation changes on cash | 380 | |
Change in cash and cash equivalents | (3,606) | |
Cash, beginning of period | 4,195 | |
Cash, end of period | 589 | |
Omitted Bank Activities [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | (61,558) | |
Adjustments to reconcile net loss to net cash | ||
Depreciation expense | 570 | |
Paid in capital for extinguishment of debt | (812,113) | |
Changes in operating assets and liabilities: | ||
Sales tax receivable | ||
Accounts payable | (2,255) | |
Prepaid expenses | (5,000) | |
CASH USED IN OPERATING ACTIVITIES | (880,356) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (22,316) | |
CASH USED IN INVESTING ACTIVITIES | (22,316) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in loan payable to shareholders | 52,169 | |
Decrease in loan payable from debt relief | 1,031,909 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 979,740 | |
Effect of translation changes on cash | (4,965) | |
Change in cash and cash equivalents | 72,102 | |
Cash, beginning of period | ||
Cash, end of period | 72,102 | |
Restated [Member] | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | (98,357) | |
Adjustments to reconcile net loss to net cash | ||
Depreciation expense | 13,348 | |
Paid in capital for extinguishment of debt | ||
Changes in operating assets and liabilities: | ||
Sales tax receivable | 553 | |
Accounts payable | 28,758 | |
Prepaid expenses | (8,035) | |
CASH USED IN OPERATING ACTIVITIES | (63,733) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of property and equipment | (99,298) | |
CASH USED IN INVESTING ACTIVITIES | (99,298) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Increase in loan payable to shareholders | 16,316 | |
Decrease in loan payable from debt relief | 219,796 | |
CASH PROVIDED BY FINANCING ACTIVITIES | 236,112 | |
Effect of translation changes on cash | (4,585) | |
Change in cash and cash equivalents | 68,496 | |
Cash, beginning of period | 4,195 | |
Cash, end of period | $ 72,691 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Property and equipment estimated useful lives | 5 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 314,273 | $ 220,535 |
Accumulated depreciation | (199,864) | (191,618) |
Property and equipment, net | 114,409 | 28,917 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 205,325 | 210,636 |
Furniture And Fixtures [Member] | ||
Property and equipment, gross | $ 108,948 | $ 9,899 |
Property and Equipment (Detai23
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment acquisitions | $ 99,298 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Non-interest-bearing loans | $ 16,316 | $ 36,187 | |
Due to related party - note payable | 3,917 | $ 794,317 | |
Calogero Caruso [Member] | |||
Non-interest-bearing loans | 6,200 | ||
Due to related party - note payable | |||
Paolo Gervasi [Member] | |||
Non-interest-bearing loans | 6,199 | ||
Due to related party - note payable |
Lease Agreements (Details Narra
Lease Agreements (Details Narrative) | Dec. 01, 2015USD ($) | Oct. 21, 2012ft² |
Notes to Financial Statements | ||
Office and grow space | ft² | 8,387 | |
Security deposit | $ 6,692 | |
Rental Agreement description | The Company renewed the rental agreement on December 1, 2015 with a base gross rent of approximately $4.65 per square foot and security deposit of $6,692. The Company will owe monthly rental payments of approximately $3,317 until the rental agreement terminates on November 30, 2018. | On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet. |
Lease expiration date | Nov. 30, 2018 | |
Monthly rental payments | $ 3,317 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | Feb. 27, 2018shares |
Merger description | Pursuant to the Merger, all of the issued and outstanding shares of Emerald common stock were converted, at an exchange ratio of 200,000-for-1 into an aggregate of 20,000,000 shares of the Company's common stock and Emerald became a wholly owned subsidiary of the Company |
Emerald Plants Health Source, Inc. [Member] | |
Shares issued in acquisition, shares | 20,000,000 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) | Apr. 05, 2018shares |
Subsequent Event [Member] | |
Shares issued pursuant to a Consulting Agreement | 25,000 |