Skye Life Ventures (SKLV) 10-K 16 Apr 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 28, 2019	Jun. 29, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	EPHS HOLDINGS, INC.
Entity Central Index Key	0001731911
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 86,063,838
Entity Common Stock, Shares Outstanding		133,600,892
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 528,246	$ 4,195
Sales tax receivable	4,763	4,066
Prepaid expenses and other current assets	5,404
Total current assets	538,413	8,261
Property and equipment	153,142	28,917
Security deposit	6,335	6,866
Total assets	697,890	44,044
Current liabilities
Accounts payable	95,365	6,114
Other payable	8,612
Due to related party - note payable	4,136	794,317
Total liabilities	108,113	800,431
Stockholders' deficit
Common stock, $0.001 par value, 2,400,000,000 shares authorized; 63,299,592 and 20,000,000 shares issued and outstanding as of December 31, 2018 and 2017, respectively	63,300	20,000
Additional paid in capital	1,839,253	(19,920)
Accumulated deficit	(1,269,027)	(735,552)
Accumulated other comprehensive loss	(43,749)	(20,915)
Total stockholders' deficit	589,777	(756,387)
Total liabilities and stockholders' deficit	$ 697,890	$ 44,044

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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	63,299,592	20,000,000
Common stock, shares outstanding	63,299,592	20,000,000

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Total revenue
Cost of revenue
Gross profit
Operating expenses	533,475	188,702
Gain (Loss) from Operations	(533,475)	(188,702)
Other income (expense)
Federal income tax expense
Net income (loss)	(533,475)	(188,702)
Other comprehensive loss
Foreign currency translation gain (loss)	(22,834)	(22,329)
Total comprehensive loss	$ (556,309)	$ (211,031)
Weighted average shares - basic and diluted	107,654,812	44,844,043
Loss per share - basic and diluted	$ 0	$ 0

Statement Of Stockholders' Equi

Statement Of Stockholders' Equity Deficit - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Gain (Loss)	Total
Balances at beginning at Dec. 31, 2016	$ 20,000	$ (19,920)	$ (546,850)	$ 1,414	$ (545,356)
Balances at beginning (in shares) at Dec. 31, 2016	20,000,000
Foreign currency translation				(22,329)	(22,329)
Net Income			(188,702)		(188,702)
Balances at ending at Dec. 31, 2017	$ 20,000	(19,920)	(735,552)	(20,915)	(756,387)
Balances at ending (in shares) at Dec. 31, 2017	20,000,000
Recap of EPHS Holdings, Inc.	$ 113,601	10,898			124,499
Recap of EPHS Holdings, Inc. (in shares)	113,600,892
Debt forgiveness by shareholders		812,113			812,113
Issuance of common stock for consulting services	$ 25	6,225			6,250
Issuance of common stock for consulting services (in shares)	25,000
Issuance of common stock for settlement of bills	$ 25	9,975			$ 10,000
Issuance of common stock for settlement of bills (in shares)	25,000				20,000,000
Issuance of common stock	$ 4,649	(4,649)
Issuance of common stock (in shares)	4,648,700
Cancellation of common stock	$ (75,000)	75,000
Cancellation of common stock (in shares)	(75,000,000)
Capital contribution		949,611			949,611
Foreign currency translation				(22,834)	(22,834)
Net Income			(533,475)		(533,475)
Balances at ending at Dec. 31, 2018	$ 63,300	$ 1,839,253	$ (1,269,027)	$ (43,749)	$ 589,777
Balances at ending (in shares) at Dec. 31, 2018	63,299,592

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (533,475)	$ (188,702)
Adjustments to reconcile net loss to net cash used in operating activities
Issuance of common stock for consulting services	6,250
Depreciation expense	46,057	42,076
Changes in operating assets and liabilities:
Sales tax receivable	(1,065)	468
Accounts payable	80,410	214
Other payable	8,612
Prepaid expenses	(404)	2,380
CASH USED IN OPERATING ACTIVITIES	(393,615)	(143,564)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment	(179,093)
Acquisition of EPHS Holdings, Inc.	123,075
CASH USED IN INVESTING ACTIVITIES	(56,018)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loan payable to shareholders	16,698	132,354
Capital contribution	949,611
CASH PROVIDED BY FINANCING ACTIVITIES	966,309	132,354
Effect of translation changes on cash	7,375	13,069
Change in cash and cash equivalents	524,051	1,859
Cash, beginning of the year	4,195	2,336
Cash, end of the year	528,246	4,195
NON-CASH DISCLOSURES
Interest expense paid
Income taxes paid

Organization and Business Descr

Organization and Business Description	12 Months Ended
	Dec. 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 . 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, 75,000,000 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"). 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, resulting in Emerald becoming a wholly owned subsidiary of the Company. The accompanying financial statements' share information has been retroactively adjusted to reflect the exchange ratio in the Merger. Under generally accepted accounting principles in the United States ("US GAAP"), because the combined entity will ‎ ‎ ‎ ’ ‎ ‎ ‎ On November 6, 2018, the Company executed a Share Exchange Agreement with MVC (the “MVC Transaction”) and its shareholders (the “MVC Shareholders”) whereby MVC Shareholders agreed to exchange all of their respective shares in MVC in consideration for 8,100,000 shares of EPHS common stock, with a par value of $0.001 per share (the “MVC Transaction”). In furtherance of the MVC Transaction, on January 4, 2019, the Company completed the purchase of lands located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis. On January 11, 2019, the Company and MVC completed the MVC Transaction. The Company's fiscal year end is December 31.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 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. 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, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows. 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 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 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 December 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 Share-based awards granted to non-employees are accounted for in accordance with ASC 505-50 Equity-Based Payments ‎ ‎ ‎ ‎ ‎ ‎ ‎ Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, and accounts payable approximate their fair values at December 31, 2018 and 2017, respectively, principally due to the short-term nature of the above listed items. 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. During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Initial Adoption In February 2016, the FASB issued new lease accounting guidance ASU No. 2016-02, “Leases ” “ ” ‎ “ ” “ ‎ ” ‎ ’ ‎ ’ ‎ ‎ ‎ ‎ ASC 842 was previously required to be adopted using the modified retrospective approach. However, in July 2018, the FASB ‎ ‎ ‎‎ ‎ Management expects that most of its operating leases (primarily office space) will be recognized as operating lease liabilities ‎ ‎ ‎ ‎ ‎ ‎‎ ‎ ‎ In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures.

Going Concern

Going Concern	12 Months Ended
	Dec. 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	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 4 - PROPERTY AND EQUIPMENT As of December 31, Classification 2018 2017 Furniture $ 170,341 $ 9,899 Leasehold improvements 203,387 210,636 Total cost of property and equipment 373,728 220,535 Accumulated depreciation (220,586 ) (191,618 ) Property and equipment, net $ 153,142 $ 28,917 The Company had Property and Equipment acquisitions of $179,093 for the years ended December 31, 2018.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 – Amounts due to related parties as of December 31, 2018 and 2017: As of December 31, 2018 2017 Paolo Gervasi Shareholder and employee of the Company $ 2,068 $ 397,158 Calogero Caruso Shareholder and employee of the Company 2,068 397,159 $ 4,136 $ 794,317 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. During the year ended December 31, 2018, Paolo Gervasi and Calogero Caruso further loaned the Company $2,068 and $2,068, respectively, for working capital purposes. These note payable were unsecured, non-interest bearing and due on demand.

Commitments And Contingencies

Commitments And Contingencies	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	NOTE 6 – Operating Leases On October 21, 2012, the Company entered into a rental agreement for an office and grow space of 8,387 square feet located in Montreal, Quebec, Canada. The Company renewed the rental agreement on December 1, 2018 with a base gross rent of approximately $6.1 per square foot and security deposit of $6,335. The Company will owe monthly rental payments of approximately $4,504 until the rental agreement terminates on November 30, 2021. The future aggregate minimum lease payments under the operating lease are as follows: Years ending December 31, Amount 2019 $ 54,048 2020 54,048 2021 49,544 2022 and thereafter — $ 157,640 Legal Proceedings The Company is contemplating filing a lawsuit against its two of its shareholders for breach of contract to ‎ ’ ‎ ‎ ’ ‎

Capital Stock

Capital Stock	12 Months Ended
	Dec. 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. On April 5, 2018 the Company issued 25,000 shares for services pursuant to a Consulting Agreement. On September 6, 2018, the Company cancelled 75,000,000 outstanding shares. On November 28, 2018, the Company issued 4,673,700 shares of common stock for cash. As of December 31, 2018, the Company had 63,299,592 shares of common stock outstanding.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 8 – INCOME TAXES The Company uses the income taxes payable method of accounting for income taxes and is subject to Canadian income tax rules and regulation. Under this method, the Company reports as an expense or as income of the period only the cost or benefit of current income taxes determined in accordance with the rules established by taxation authorities. The income (loss) before income tax and provision for income taxes for the years ended December 31, 2018 and 2017 consisted of the following: Income (loss) before income tax 2018 2017 U.S. 21% $ (409,354 ) $ — Canada 15% (167,905 ) (188,702 ) $ (577,259 ) $ ( 188,702 ) A reconciliation between the effective income tax rate and the Canada statutory income tax rate for 2018 is as follows: Provision for income tax 2018 U.S statutory federal tax rate $ (85,964 ) 21.00 % Canada statutory tax rate (25,186 ) 15.00 % Non-deductible expenses- US 702 (0.17 %) Change in Valuation allowance -US 85,262 (20.83 %) Change in Valuation allowance - Canada 25,186 (15.00 ) Total $ — — The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: Provision for income tax 2018 2017 US Current $ — $ — Deferred — — Canada Current — — Deferred — — Total $ — $ — The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets US -Net operating losses carry forwards $ 929,099 $ 1,325,043 Canada- Net operating losses carry forwards 169,156 24,983 Valuation allowance - US (929,099 ) (1,323,043 ) Valuation allowance - Canada (169,156 ) (24,983 ) Net deferred tax assets $ — $ — The following are the net operating loss carry-over for both U.S. and Canada: U.S. Amount 2017 $ 4,011,584 2018 412,698 $ 4,424,282 Canada Amount 2018 $ 279,863 2017 216,022 2016 212,276 2015 203,041 2014 179,541 2013 36,967 $ 1,127,710

Subsequent Event

Subsequent Event	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
Subsequent Event	NOTE 9 - SUBSEQUENT EVENT On September 27, 2018, the Company entered into a binding Letter of Intent (the "LOI") with Merritt Valley Cannabis Corp. ("MVC"), a Canadian corporation engaged in providing low cost energy, project plans, intellectual property and proprietary business plans for the cannabis industry. The LOI contemplated that the Company would purchase all of the issued and outstanding shares of MVC in consideration for new issuance of 8,100,000 shares of the Company's common stock. On November 6, 2018, the Company executed a Share Exchange Agreement with MVC and its shareholders (the “ ” “ ” On February 7, 2019, the Company, in connection with the MVC Transaction, completed the purchase of lands that are located in Merritt, British Columbia, Canada with the purpose of the cultivation of cannabis.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 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. 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, using the period-end rates of exchange for assets and liabilities, equity is translated at historical exchange rates and average rates of exchange (for the period) are used for revenues and expenses and cash flows. 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
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 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 December 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 Share-based awards granted to non-employees are accounted for in accordance with ASC 505-50 Equity-Based Payments ‎ ‎ ‎ ‎ ‎ ‎ ‎
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, sales tax receivable, and accounts payable approximate their fair values at December 31, 2018 and 2017, respectively, principally due to the short-term nature of the above listed items.
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. During June 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Initial Adoption In February 2016, the FASB issued new lease accounting guidance ASU No. 2016-02, “Leases ” “ ” ‎ “ ” “ ‎ ” ‎ ’ ‎ ’ ‎ ‎ ‎ ‎ ASC 842 was previously required to be adopted using the modified retrospective approach. However, in July 2018, the FASB ‎ ‎ ‎‎ ‎ Management expects that most of its operating leases (primarily office space) will be recognized as operating lease liabilities ‎ ‎ ‎ ‎ ‎ ‎‎ ‎ ‎ In August 2016, the FASB issued an accounting standard update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The Company has carefully considered the new pronouncement and does not believe it has an impact on its financial statements and related disclosures.

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Schedule of Property Plant and Equipment	As of December 31, Classification 2018 2017 Furniture $ 170,341 $ 9,899 Leasehold improvements 203,387 210,636 Total cost of property and equipment 373,728 220,535 Accumulated depreciation (220,586 ) (191,618 ) Property and equipment, net $ 153,142 $ 28,917

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
Schedule of Related Party Transaction	Amounts due to related parties as of December 31, 2018 and 2017: As of December 31, 2018 2017 Paolo Gervasi Shareholder and employee of the Company $ 2,068 $ 397,158 Calogero Caruso Shareholder and employee of the Company 2,068 397,159 $ 4,136 $ 794,317

Commitments And Contingencies (

Commitments And Contingencies (Tables)	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Schedule of future lease payments	The future aggregate minimum lease payments under the operating lease are as follows: Years ending December 31, Amount 2019 $ 54,048 2020 54,048 2021 49,544 2022 and thereafter — $ 157,640

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Schedule of Income (loss) before income tax	The income (loss) before income tax and provision for income taxes for the years ended December 31, 2018 and 2017 consisted of the following: Income (loss) before income tax 2018 2017 U.S. 21% $ (409,354 ) $ — Canada 15% (167,905 ) (188,702 ) $ (577,259 ) $ (188,702 )
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation between the effective income tax rate and the Canada statutory income tax rate for 2018 is as follows: Provision for income tax 2018 U.S statutory federal tax rate $ (85,964 ) 21.00 % Canada statutory tax rate (25,186 ) 15.00 % Non-deductible expenses- US 702 (0.17 %) Change in Valuation allowance -US 85,262 (20.83 %) Change in Valuation allowance - Canada 25,186 (15.00 ) Total $ — —
Schedule of Components of net deferred tax assets	The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets US -Net operating losses carry forwards $ 929,099 $ 1,325,043 Canada- Net operating losses carry forwards 169,156 24,983 Valuation allowance - US (929,099 ) (1,323,043 ) Valuation allowance - (169,156 ) (24,983 ) Net deferred tax assets $ — $ —
Schedule of deferred tax assets	The significant components of the net deferred tax assets as of December 31, 2018 and 2017 are as follows: 2018 2017 Deferred tax assets US -Net operating losses carry forwards $ 929,099 $ 1,325,043 Canada- Net operating losses carry forwards 169,156 24,983 Valuation allowance - US (929,099 ) (1,323,043 ) Valuation allowance - Canada (169,156 ) (24,983 ) Net deferred tax assets $ — $ —
Schedule of net operating loss carry-over	The following are the net operating loss carry-over for both U.S. and Canada: U.S. Amount 2017 $ 4,011,584 2018 412,698 $ 4,424,282 Canada Amount 2018 $ 279,863 2017 216,022 2016 212,276 2015 203,041 2014 179,541 2013 36,967 $ 1,127,710

Organization and Business Des_2

Organization and Business Description (Details Narrative) - USD ($)	Nov. 06, 2018	Feb. 27, 2018	Nov. 28, 2018	Dec. 31, 2017	Dec. 28, 2017	Dec. 31, 2018
Shares issued to resolve legal claim, shares				4,750,000		20,000,000
Merger description		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"). 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, resulting in Emerald becoming a wholly owned subsidiary of the Company.
Shares issued, value
Shares issued, shares			4,673,700
Merritt Valley Cannabis Company [Member] | Share Exchange Agreement [Member]
Shares to be issued, acquisitions	8,100,000
Stock price per share	$ 0.001
Emerald Plants Health Source, Inc. [Member]
Shares issued in acquisition, shares		20,000,000
EPHS, Inc. [Member]
Percentage of ownership					62.00%
Shares issued, value					$ 110,000
Shares issued, shares					75,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - 12 months ended Dec. 31, 2018	USD ($)	CAD ($)
Property and equipment estimated useful lives	5 years
Right of use assets	$ 127,156
Lease obligations	127,156
Exchange rate	$ 0.73355
CAD [Member]
Right of use assets		$ 173,343
Lease obligations		$ 173,343

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Property and equipment, gross	$ 373,728	$ 220,535
Accumulated depreciation	(220,586)	(191,618)
Property and equipment, net	153,142	28,917
Furniture And Fixtures [Member]
Property and equipment, gross	170,341	9,899
Leasehold Improvements [Member]
Property and equipment, gross	$ 203,387	$ 210,636

Property and Equipment (Detai_2

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and equipment acquisitions	$ 179,093

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Amounts due to related parties	$ 4,136	$ 794,317
Paolo Gervasi [Member]
Amounts due to related parties	2,068	397,158
Calogero Caruso [Member]
Amounts due to related parties	$ 2,068	$ 397,159

Related Party Transactions (D_2

Related Party Transactions (Details Narrative) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Amounts due to related parties	$ 4,136	$ 794,317
Paolo Gervasi [Member]
Amounts due to related parties	2,068	397,158
Calogero Caruso [Member]
Amounts due to related parties	$ 2,068	$ 397,159

Commitments And Contingencies_2

Commitments And Contingencies (Details)	Dec. 31, 2018USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 54,048
2020	54,048
2021	49,544
2022 and thereafter
Operating Leases, Future Minimum Payments Due	$ 157,640

Commitments and Contingencies_3

Commitments and Contingencies (Details Narrative)	1 Months Ended	12 Months Ended
	Dec. 31, 2017shares	Dec. 31, 2018USD ($)shares	Oct. 21, 2012ft²
Commitments and Contingencies Disclosure [Abstract]
Office and grow space | ft²			8,387
Security deposit		$ 6,335
Monthly rental payments		$ 4,504
Lease termination date		Nov. 30, 2021
Number shares issued for legal proceedings | shares	4,750,000	20,000,000

Capital Stock (Details Narrativ

Capital Stock (Details Narrative) - shares	Sep. 06, 2018	Apr. 05, 2018	Feb. 27, 2018	Nov. 28, 2018	Dec. 31, 2018	Dec. 31, 2017
Merger description			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"). 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, resulting in Emerald becoming a wholly owned subsidiary of the Company.
Shares issued pursuant to a Consulting Agreement		25,000
Cancellation of common stock (in shares)	75,000,000
Common stock issued for cash				4,673,700
Common stock, shares outstanding					63,299,592	20,000,000
Emerald Plants Health Source, Inc. [Member]
Shares issued in acquisition, shares			20,000,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
U.S.	$ (409,354)
Canada	(167,905)	(188,702)
Income (loss) before income tax	$ (577,259)	$ (188,702)
US
Income tax rate	21.00%
CANADA
Income tax rate	15.00%

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Provision for income tax
Total
Provision for income tax (Percent)
Total	0.00%
US
Provision for income tax
Statutory federal tax rate	$ (85,964)
Non-deductible expenses	702
Change in Valuation allowance	$ 85,262
Provision for income tax (Percent)
Statutory federal tax rate	21.00%
Non-deductible expenses- US	(17.00%)
Change in Valuation allowance	(20.83%)
CANADA
Provision for income tax
Statutory federal tax rate	$ (25,186)
Change in Valuation allowance	$ 25,186
Provision for income tax (Percent)
Statutory federal tax rate	15.00%
Change in Valuation allowance	(15.00%)

Income Taxes (Details 2)

Income Taxes (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Total
US
Current
Deferred
CANADA
Current
Deferred

Income Taxes (Details 3)

Income Taxes (Details 3) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets
Net deferred tax assets
US
Deferred tax assets
Net operating losses carry forwards	929,099	1,325,043
Valuation allowance	(929,099)	(1,323,043)
CANADA
Deferred tax assets
Net operating losses carry forwards	169,156	24,983
Valuation allowance	$ (169,156)	$ (24,983)

Income Taxes (Details 4)

Income Taxes (Details 4)	Dec. 31, 2018USD ($)
US
Net operating loss carry-over	$ 4,424,282
US | Tax Year 2017 [Member]
Net operating loss carry-over	4,011,584
US | Tax Year 2018 [Member]
Net operating loss carry-over	412,698
CANADA
Net operating loss carry-over	1,127,710
CANADA | Tax Year 2017 [Member]
Net operating loss carry-over	216,022
CANADA | Tax Year 2018 [Member]
Net operating loss carry-over	279,863
CANADA | Tax Year 2016 [Member]
Net operating loss carry-over	212,276
CANADA | Tax Year 2015 [Member]
Net operating loss carry-over	203,041
CANADA | Tax Year 2014 [Member]
Net operating loss carry-over	179,541
CANADA | Tax Year 2013 [Member]
Net operating loss carry-over	$ 36,967

Subsequent Event (Details Narra

Subsequent Event (Details Narrative) - Merritt Valley Cannabis Company [Member] - $ / shares	Nov. 06, 2018	Sep. 27, 2018
Letter of Intent [Member]
Shares to be issued, acquisitions		8,100,000
Share Exchange Agreement [Member]
Shares to be issued, acquisitions	8,100,000
Stock price per share	$ 0.001