Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Mar. 12, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | METWOOD INC | |
Entity Central Index Key | 0000032567 | |
Trading Symbol | mtwd | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | No | |
Entity Common Stock, Shares Outstanding | 17,766,647 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 71,217 | $ 67,854 |
Accounts receivable | 229,682 | 184,290 |
Inventory | 373,874 | 518,001 |
Other current assets | 12,746 | 14,755 |
Total current assets | 687,519 | 784,900 |
Property and Equipment | ||
Leasehold Improvements | 274,869 | 274,869 |
Furniture, fixtures and equipment | 78,222 | 78,222 |
Computer and software | 189,419 | 186,517 |
Machinery and equipment | 741,884 | 741,884 |
Vehicles | 415,528 | 393,887 |
Land improvements | 67,959 | 67,959 |
Total Property and Equipment | 1,767,881 | 1,743,338 |
Less accumulated depreciation | (1,313,355) | (1,273,705) |
Net Property and Equipment | 454,526 | 469,633 |
Total assets | 1,142,045 | 1,254,533 |
Current liabilities | ||
Accounts payable and accrued expenses | 192,560 | 178,928 |
Accrued payroll expense | 19,477 | 22,625 |
Note payable to related party | 77,460 | 77,460 |
Total current liabilities | 289,497 | 279,013 |
Long term liabilities | ||
Convertible note payable to related company less note discount of $26,470 and $35,294, respectively | 23,530 | 14,706 |
Total long term libilities | 23,530 | 14,706 |
Total liabilities | 313,027 | 293,719 |
Commitments and contingencies Note 4 | ||
Stockholder's equity | ||
Common stock ($.001) 100,000,000 authorized and 17,766,747 issued and outstanding | 17,767 | 17,767 |
Paid in capital | 3,550,236 | 3,550,236 |
Accumulated deficit | (1,958,985) | (1,671,189) |
Contra equity-prepaid rent | (780,000) | (936,000) |
Total stockholders' equity | 829,018 | 960,814 |
Total liaibliities and stockholders' equity | $ 1,142,045 | $ 1,254,533 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2017 | Jun. 30, 2017 |
Stockholder's equity | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 17,766,647 | 17,766,647 |
Common stock, shares outstanding | 17,766,647 | 17,766,647 |
Long term liabilities | ||
Convertible note payable-related company, discountable amount | $ 26,470 | $ 35,294 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Consolidated Statements Of Operations | ||||
Gross sales | $ 550,680 | $ 509,360 | $ 1,080,722 | $ 1,034,865 |
Cost of sales | (390,807) | (317,662) | (780,062) | (651,259) |
Gross profit | 159,873 | 191,698 | 300,660 | 383,606 |
Operating expenses | ||||
Advertising | 13,706 | 5,052 | 25,566 | 15,601 |
Depreciation | 7,550 | 7,747 | 15,100 | 13,779 |
Insurance | 12,151 | 8,484 | 20,286 | 24,352 |
Payroll expense | 114,403 | 118,419 | 229,769 | 228,339 |
Professional fees | 10,697 | 485 | 12,578 | 11,778 |
Rent | 101,800 | 95,000 | 201,800 | 195,500 |
Telephone | 5,307 | 6,170 | 7,698 | 14,658 |
Vehicle | 8,016 | 5,473 | 15,481 | 11,600 |
Other | 30,258 | 15,799 | 53,242 | 32,418 |
Total operating expense | 303,888 | 262,629 | 581,520 | 548,025 |
Operating income (loss) | (144,015) | (70,931) | (280,860) | (164,419) |
Other income (expense) | ||||
Gain on insurance settlement | 0 | 0 | 0 | 21,117 |
Interest expense | (4,412) | (1,471) | (8,824) | (5,882) |
Other income (expense) | 715 | (2,920) | 1,892 | 3,711 |
Total other income | (3,697) | (4,391) | (6,932) | 18,946 |
Net operating (loss) before income taxes | (147,712) | (75,322) | (287,792) | (145,473) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (147,712) | $ (75,322) | $ (287,792) | $ (145,473) |
Basic loss per share | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Weighted number of shares outstanding | 17,766,647 | 17,766,647 | 17,766,647 | 17,766,647 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Consolidated Statements Of Cash Flow | ||
Net loss | $ (287,792) | $ (145,473) |
Depreciation | 39,650 | 40,030 |
Gain on insurance settlement | 0 | (21,117) |
Amortization of prepaid rent | 156,000 | 156,000 |
Amortization of convertible debt discount | 8,824 | 5,882 |
(Increase) decrease in operating assets | ||
Accounts receivable | (45,392) | 10,820 |
Inventory | 144,127 | (5,925) |
Other current assets | 2,009 | (15,182) |
Increase (decrease) in liabilities | ||
Accounts payable and accrued expenses | 13,632 | (46,903) |
Accrued payroll | (3,148) | (960) |
Net cash provided (used) in operting activities | 27,906 | (22,888) |
Investment activities | ||
Property and equipment purchases | (24,543) | (25,936) |
Proceeds from insurance on assets | 0 | 21,177 |
Net cash provided (used) in investing activities | (24,543) | (4,759) |
Financing activities | ||
Convertible note related party | 0 | 50,000 |
Advances from related party | 0 | 0 |
Net cash provided (used) in financing activities | 0 | 50,000 |
Increase (decrease) in cash | 3,363 | 22,353 |
Beginning cash | 67,854 | 91,309 |
Ending cash | 71,217 | 113,662 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Debt discount on convertible note | $ 0 | $ 50,000 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION AND OPERATIONS | Metwood, Inc. (The Company,Our, We) was incorporated under the laws of the State of Wyoming on June 19, 1969. On January 28, 2000, the Company, through a majority shareholder vote, changed its domicile to Nevada through a merger with EMC Energies, Inc., a Nevada corporation. The Company also changed its par value to $.001 and the amount of authorized common stock to 100,000,000 shares. Prior to 1990, the Company was engaged in the business of exploring for and producing oil and gas in the Rocky Mountain and mid-continental areas of the United States. The Company liquidated substantially all of its assets in 1990 and was dormant until June 30, 2000, when it acquired, in a stock-for-stock, tax-free exchange, all of the outstanding common stock of a privately held Virginia corporation, Metwood, Inc. ("Metwood"), which was incorporated in 1993. Metwood has been in the metal and metal/wood construction materials manufacturing business since 1992. Following the acquisition, the Company approved a name change from EMC Energies, Inc. to Metwood, Inc. The Company provides construction-related products and engineering services to residential customers and contractors, commercial contractors, developers and retail enterprises, primarily in southwesternVirginia. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | Going Concern Our consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have sustained significant operating losses since inception which raises substantial doubt about the Company’s ability to continue as a going concern. During the six months ended December 31, 2017, the Company incurred a loss from operations of $287,792 and has an accumulated deficit of $1,958,985. Management will continue its ongoing efforts to increase the customer base and seek lower cost suppliers to generate future profits. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. The basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Basis of Presentation For further information, refer to the consolidated financial statements and footnotes thereto included in Metwood, Inc.'s annual report on Form 10-K for the year ended June 30, 2017. Fair Value of Financial Instruments Management's Use of Estimates Cash and Cash Equivalents Accounts Receivable Inventory Property and Equipment Impairment of Long-lived Assets Patents Revenue Recognition Income Taxes Research and Development Earnings Per Common Share Recent Accounting Pronouncements Accounting Standard Update No. 2014-09, (“ASU 2014-09’) Revenue from Customers (Topic 606), became effective for us in the period ending June 30, 2019. No significant adjustment was required as a result of adopting the new revenue standard. The comparative information has not been restated and continues to be reported under the historic accounting standards in effect for those periods. The impact of the adoption of the new revenue standard is expected to be immaterial to the Company’s net income on an ongoing basis. |
CONCENTRATIONS OF CUSTOMER RISK
CONCENTRATIONS OF CUSTOMER RISK | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 3 - CONCENTRATIONS OF CUSTOMER RISK | For the six months ended December 31, 2017 and 2016, the customers that individually accounted for 10% or more of our company’s revenues are shown in the table below % of Sales % of Accounts Receivable 2017 2016 2017 2016 84 Lumber 11.7 15.7 * * Builders First Source 16.3 11.6 * * ICF Homes 11.7 * 10.32 * Capps Home Building * * * 16.66 David James Homes * * 22.04 16.12 Superior Home * * * 21.36 ________ *Less than 10% |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 4 - COMMITMENTS AND CONTINGENCIES | During the year ended June 30, 2005, The Company into as sales and leaseback transaction with a related party. The Company sold various buildings at the corporate headquarters which house it’s manufacturing plants, executive offices and other buildings for $600,000 in cash. The Company simultaneously entered into a commercial lease agreement with the related party whereby the Company is committed to lease back these same properties for $6,800 per month over a ten-year term expiring December 31, 2014. On July 1, 2015 a new lease was entered into with the related party. This lease has a term of five years and the monthly rental is $5,500 in cash, in addition the Company issued common stock as part of the transaction. The Company incurred rent expense of $201,800 including the amortization of prepaid rent of $156,000 for the six months ended December 31, 2017. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 5 - RELATED-PARTY TRANSACTIONS | The Company has executed a demand note with it’s controlling shareholder, Cahas Mountain, LLC, that Cahas Mountain will make available cash advances from time to time to bridge cash flow shortfalls. These advances ae repaid to Cahas Mountain as cash flow allows. The unpaid balance due to Cahas Mountain at the end of each month is subject to an interest rate of 6% per year, At December 31, 2017 and 2016, advances under this note are payable to Cahas Mountain Properties of approximately $76,000 and $76,000, respectively. Accrued interest payable to Cahas Mountain Properties totaled approximately $19,000 and $19,000 at December 31, 2017 and June 30, 2016 respectively. The Company recognized interest expense of approximately $0 and $0 for the six months ended December 31,2017 and 2016, respectively, The unpaid advances are due on demand. On August 18, 2017 the Company entered into a convertible note with Cahas Mountain in the amount of $50,000 with an interest rate of 8% per year, this note expires on June 30, 2019. The note is convertible into common shares of Metwood, Inc. at par value of $.001 and if converted in its entirety will dilute the current shareholders by a maximum of 50,000,000 shares of common stock. The maximum conversion in any year is 10,000,000 shares of common stock. A debt discount of $50,000 was recorded at issuance and $8,824 was amortized during the six months ended December 31, 2017 and $5,882 was amortized during the period ended December 31, 2016. |
EQUITY
EQUITY | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 6 - EQUITY | During the six months ended December 31,2017 The Company did not issue any preferred shares or common shares of stock. There are 100,000,000 shares of common stock authorized and at the quarter end there are 17,766,647 shares issued and outstanding. The authorized preferred stock is 40,000,000 shares and there are -0- shares of preferred stock issued and outstanding. If the convertible note that is covered in the related party note (Note 5) and is converted into common stock of The Company, an additional 50,000,000 shares of common stock could be issued, resulting in dilution of the current shareholders. When the contract of October 11, 2018 is completed (see Note 9) there will be an additional 30,000,000 shares issued to the principals of Emerge Nutraceuticals, Inc. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 7 - LEGAL PROCEEDINGS | On June 27, 2017, a law suit was brought against the company alleging breach of contract. This action alleges that the company failed to complete a contract that would have transferred control of the public portion of the company to third parties. This law suit was decided in the favor of the Company and the final appeal was dismissed in December 2017. There are no other legal actions either for or against the Company that will have a material effect on the financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
NOTE 8 - SUBSEQUENT EVENTS | A contract that will eventually change control of the Company was entered into on October 11, 2018 and is planned to close within the first quarter of calendar year 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Summary Of Significant Accounting Practices | |
Going Concern | Our consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have sustained significant operating losses since inception which raises substantial doubt about the Company’s ability to continue as a going concern. During the six months ended December 31, 2017, the Company incurred a loss from operations of $287,792 and has an accumulated deficit of $1,958,985. Management will continue its ongoing efforts to increase the customer base and seek lower cost suppliers to generate future profits. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. The basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. |
Basis of Presentation | For further information, refer to the consolidated financial statements and footnotes thereto included in Metwood, Inc.'s annual report on Form 10-K for the year ended June 30, 2017. |
Fair Value of Financial Instruments | |
Management's Use of Estimates | |
Cash and Cash Equivalents | |
Accounts Receivable | |
Inventory | |
Property and Equipment | |
Impairment of Long-lived Assets | |
Patents | |
Revenue Recognition | |
Income Taxes | |
Research and Development | |
Earnings Per Common Share | |
Recent Accounting Pronouncements | In February, 2017 the FASB issued ASU 20 16-0 2, “Leases (Topic 842)” requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The adoption of this standard is not expected have a material impact on the Company’s consolidated financial statements. Accounting Standard Update No. 2014-09, (“ASU 2014-09’) Revenue from Customers (Topic 606), became effective for us in the period ending June 30, 2019. No significant adjustment was required as a result of adopting the new revenue standard. The comparative information has not been restated and continues to be reported under the historic accounting standards in effect for those periods. The impact of the adoption of the new revenue standard is expected to be immaterial to the Company’s net income on an ongoing basis. |
CONCENTRATIONS OF CUSTOMER RI_2
CONCENTRATIONS OF CUSTOMER RISK (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Concentrations Of Customer Risk | |
Schedule of customer concentration sales and accounts receivable | % of Sales % of Accounts Receivable 2017 2016 2017 2016 84 Lumber 11.7 15.7 * * Builders First Source 16.3 11.6 * * ICF Homes 11.7 * 10.32 * Capps Home Building * * * 16.66 David James Homes * * 22.04 16.12 Superior Home * * * 21.36 |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details Narrative) - $ / shares | 6 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2017 | |
Organization And Operations | ||
State of incorporation | Wyoming | |
Date of incorporation | Jun. 19, 1969 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | |
Income (loss) from operations | $ (147,712) | $ (75,322) | $ (287,792) | $ (145,473) | ||
Accumulated deficit | (1,958,985) | (1,958,985) | $ (1,671,189) | |||
FDIC insured amount | 250,000 | 250,000 | ||||
Allowance for doubtful accounts receivable, current | 8,362 | 8,362 | ||||
Bad debts charged off | 0 | $ 0 | ||||
Raw materials | 260,847 | 260,847 | ||||
Work in process inventory | $ 113,027 | 113,027 | ||||
Research and development expense | $ 0 | $ 1,500 | ||||
Description for antidilutive effect of securities excluded from computation of EPS | If the convertible note with the related party is converted in its entirety an additional 50,000,000 shares of common stock will be issued. The maximum number of shares that can be issued in any one year is 10,000,000. If the change of control contact is consummated than an additional 30,000,000 shares of common stock will be issued. | |||||
Minimum [Member] | ||||||
Property, plant and equipment, useful life | 3 years | |||||
Maximum [Member] | ||||||
Property, plant and equipment, useful life | 40 years |
CONCENTRATIONS OF CUSTOMER RI_3
CONCENTRATIONS OF CUSTOMER RISK (Details) | 6 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | ||||
Sales [Member] | 84 Lumber [Member] | |||||
Concentration Risk, Percentage | 11.70% | 15.70% | |||
Sales [Member] | Builders First Source[Member] | |||||
Concentration Risk, Percentage | 16.30% | 11.60% | |||
Sales [Member] | ICF Homes[Member] | |||||
Concentration Risk, Percentage | 11.70% | [1] | |||
Sales [Member] | Capps Home Building [Member] | |||||
Concentration Risk, Percentage | [1] | ||||
Sales [Member] | David James Homes [Member] | |||||
Concentration Risk, Percentage | [1] | ||||
Sales [Member] | Superior Home [Member] | |||||
Concentration Risk, Percentage | [1] | ||||
Accounts Receivable [Member] | 84 Lumber [Member] | |||||
Concentration Risk, Percentage | [1] | ||||
Accounts Receivable [Member] | Builders First Source[Member] | |||||
Concentration Risk, Percentage | [1] | ||||
Accounts Receivable [Member] | ICF Homes[Member] | |||||
Concentration Risk, Percentage | 10.32% | [1] | |||
Accounts Receivable [Member] | Capps Home Building [Member] | |||||
Concentration Risk, Percentage | [1] | 16.66% | |||
Accounts Receivable [Member] | David James Homes [Member] | |||||
Concentration Risk, Percentage | 22.04% | 16.12% | |||
Accounts Receivable [Member] | Superior Home [Member] | |||||
Concentration Risk, Percentage | [1] | 21.36% | |||
[1] | Less than 10% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2005 | |
Commercial Lease Agreement [Member] | ||
Term of lease | 5 years | |
Term of lease description | The Company simultaneously entered into a commercial lease agreement with the related party whereby the Company is committed to lease back these same properties for $6,800 per month over a ten-year term expiring December 31, 2014. | |
Rent expense | $ 201,800 | |
Operating leases, monthly rent expense | 5,500 | |
Amortization of prepaid rent | $ 156,000 | |
Corporate Headquarters [Member] | ||
Property, plant and equipment sold in exchange for cash | $ 600,000 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Aug. 18, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 18, 2017 | Jun. 30, 2016 | |
Debt discount on convertible note | $ 0 | $ 50,000 | |||
Cahas Mountain Properties [Member] | |||||
Interest rate | 6.00% | 6.00% | |||
Advances payable, related parties | $ 76,000 | $ 76,000 | |||
Accrued interest payable | 19,000 | $ 19,000 | |||
Interest expense | 0 | 0 | |||
Cahas Mountain, LLC. [Member] | Convertible Note Payable [Member] | |||||
Interest rate | 8.00% | ||||
Convertible note payable | $ 50,000 | ||||
Maturity date | Jun. 30, 2019 | ||||
Description for terms of conversion feature | The note is convertible into common shares of Metwood, Inc. at par value of $.001 and if converted in its entirety will dilute the current shareholders by a maximum of 50,000,000 shares of common stock. The maximum conversion in any year is 10,000,000 shares of common stock. | ||||
Amortization of debt discount | $ 8,824 | $ 5,882 | |||
Debt discount on convertible note | $ 50,000 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - shares | 6 Months Ended | ||
Dec. 31, 2017 | Oct. 11, 2018 | Jun. 30, 2017 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, issued | 17,766,647 | 17,766,647 | |
Common stock, outstanding | 17,766,647 | 17,766,647 | |
Preferred stock, authorized | 40,000,000 | 40,000,000 | |
Preferred stock, issued | 0 | ||
Preferred stock, outstanding | 0 | 0 | |
Common stock issuable upon conversion, Shares | 50,000,000 | ||
Emerge Nutraceuticals, Inc. [Member] | Subsequent Event [Member] | |||
Common stock shares reserved for future issuance | 30,000,000 |