Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 20, 2018 | |
Details | ||
Registrant Name | NEWBRIDGE GLOBAL VENTURES, INC. | |
Registrant CIK | 726,293 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | nbgv | |
Tax Identification Number (TIN) | 841,089,377 | |
Number of common stock shares outstanding | 57,116,055 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | true | |
Ex Transition Period | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Contained File Information, File Number | 000-11730 | |
Entity Incorporation, State Country Name | Delaware | |
Entity Address, Address Line One | 2545 Santa Clara Avenue | |
Entity Address, City or Town | Alameda | |
Entity Address, State or Province | California | |
Entity Address, Postal Zip Code | 94,501 | |
City Area Code | 801 | |
Local Phone Number | 362-2115 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 1,257,487 | $ 0 |
Prepaid expenses and other current assets | 110,649 | 0 |
Total current assets | 1,368,136 | 0 |
Property and equipment, net | 4,022,992 | 2,202,273 |
Goodwill | 9,245,953 | 0 |
Total Assets | 14,637,081 | 2,202,273 |
Current Liabilities | ||
Accounts payable | 225,415 | 0 |
Accrued liabilities | 365,245 | 0 |
Related party payables | 479,316 | 0 |
Current portion of notes payable, net of discount | 23,999 | 12,819 |
Total current liabilities | 1,093,975 | 12,819 |
Notes payable, net of current portion and discount | 720,513 | 350,064 |
Total Liabilities | 1,814,488 | 362,883 |
Commitments and Contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $.0001 par value, 400,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock $.0001 par value, 100,000,000 shares authorized; 57,116,055 and 3,695,604 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively. | 5,712 | 370 |
Additional paid-in capital | 15,209,596 | 1,961,273 |
Accumulated deficit | (2,392,715) | (122,253) |
Total stockholders' equity | 12,822,593 | 1,839,390 |
Total Liabilities and Stockholders' Equity | $ 14,637,081 | $ 2,202,273 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 400,000 | 400,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 57,116,055 | 3,695,604 |
Common Stock, Shares, Outstanding | 57,116,055 | 3,695,604 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue: | ||||
Rental income | $ 0 | $ 3,600 | $ 7,200 | $ 10,800 |
Revenue from related party | 10,000 | 0 | 10,000 | 0 |
Total Revenue | 10,000 | 3,600 | 17,200 | 10,800 |
Operating Expenses: | ||||
Selling, general and administrative | 2,716,420 | 9,033 | 2,880,819 | 19,098 |
Total Operating Expenses | 2,716,420 | 9,033 | 2,880,819 | 19,098 |
Loss from Operations | (2,706,420) | (5,433) | (2,863,619) | (8,298) |
Other Income (Expense): | ||||
Interest expense | (2,810) | (3,325) | (11,591) | (9,974) |
Gain on debt settlement | 5,236,479 | 0 | 5,236,479 | 0 |
Loss on derivative | (4,631,731) | 0 | (4,631,731) | 0 |
Total Other Income (Expense) | 601,938 | (3,325) | 593,157 | (9,974) |
Net Loss | $ (2,104,482) | $ (8,758) | $ (2,270,462) | $ (18,272) |
Net loss per common share - basic and diluted | $ (0.04) | $ 0 | $ (0.11) | $ (0.01) |
Weighted average common shares outstanding - basic and diluted | 48,129,187 | 2,899,684 | 20,716,387 | 2,338,803 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 | $ 370 | $ 1,961,273 | $ (122,253) | $ 1,839,390 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 | 3,695,604 | |||
Stock issued for cash | $ 621 | 518,684 | 0 | 519,305 |
Stock issued for cash | 6,208,985 | |||
Reverse merger | $ 3,100 | 8,415,801 | 0 | 8,418,901 |
Reverse merger | 31,000,000 | |||
Stock issued for cash | $ 1,606 | 3,030,127 | 0 | 3,031,733 |
Stock issued for cash | 16,061,466 | |||
Stock issued for services | $ 15 | 712,485 | 0 | 712,500 |
Stock issued for services | 150,000 | |||
Options expense | $ 0 | 571,226 | 0 | 571,226 |
Net Loss | 0 | 0 | (2,270,462) | (2,270,462) |
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2018 | $ 5,712 | $ 15,209,596 | $ (2,392,715) | $ 12,822,593 |
Shares, Outstanding, Ending Balance at Sep. 30, 2018 | 57,116,055 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows From Operating Activities | ||
Net loss | $ (2,270,462) | $ (18,272) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 48,403 | 12,847 |
Share-based compensation | 571,226 | 0 |
Stock issued for services | 712,500 | 0 |
Loss on derivative | 4,631,731 | 0 |
Gain on extinguishment of debt | (5,236,479) | 0 |
Operating expenses and interest paid through member contributions | 75,937 | 5,425 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,195) | 0 |
Prepaid expenses and other current assets | 98,250 | 0 |
Accounts payable | 116,629 | 0 |
Accrued liabilities | 227,881 | 0 |
Related party payables | 339,357 | 0 |
Net Cash Used in Operating Activities | (686,222) | 0 |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (914,780) | 0 |
Net Cash Used in Investing Activities | (914,780) | 0 |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock for cash | 3,031,733 | 0 |
Payments on convertible notes payable | (173,244) | 0 |
Net Cash Provided by Financing Activities | 2,858,489 | 0 |
Net Increase in Cash | 1,257,487 | 0 |
Cash at Beginning of Period | 0 | 0 |
Cash at End of Period | 1,257,487 | 0 |
Noncash Investing and Financing Information: | ||
Payments on note payable through member contributions | 8,368 | 9,159 |
Operating expenses paid through member contributions | 64,346 | (4,549) |
Purchase of property and equipment through member contributions | 833,883 | 1,800,000 |
Purchase of property and equipment through related party payables | 120,459 | 0 |
Debt assumed reducing member contributions | 389,997 | 0 |
Interest paid through member contributions | 11,591 | 9,974 |
Net liabilities assumed from issuance of shares in reverse merger | 835,938 | 0 |
Goodwill from issuance of shares in reverse merger | $ 9,245,953 | $ 0 |
NOTE 1 - THE COMPANY AND BASIS
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION Financial Statement Presentation and principles of consolidation th th th Organization th Reverse Acquisition Nature of Business · Mad Creek Farm · 5Leaf · Green Thumb Distributors · Genus · Elevated Education · Bay Clonery · 10 th Street, 11 th Street, and Timothy Lane— Roots of Caly |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 2 - GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying condensed consolidated financial statements have been prepared with the recognition that there is considerable doubt about whether the Company can continue as a going concern. As shown in the accompanying condensed consolidated financial statements, the Company incurred a net loss of $2,270,462 for the nine months ended September 30, 2018 and has an accumulated deficit of $2,392,715 at September 30, 2018. The Company also used cash in operating activities of $686,222 during the nine months ended September 30, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern. |
NOTE 3 - SUMMARY OF SIGNIFICANT
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Information These financial statements should be read in conjunction with the financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. Use of Estimates Fair Value Cash and Cash Equivalents Revenue Recognition Revenue from Contracts with Customers Income Taxes All allowances against deferred income tax assets are recorded in whole or in part, when it is more likely than not those deferred income tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to the extent it is more-likely-than-not that a deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. Derivatives – The Company estimates fair values of derivative financial instruments using the Binomial Lattice model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated term and dilution) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Binomial Lattice model) are highly volatile and sensitive to changes in the trading market price of our common stock. Basic and Diluted Loss Per Share New Accounting Pronouncements |
NOTE 4 - ACQUISITION OF THE CON
NOTE 4 - ACQUISITION OF THE CONSORTIUM | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 4 - ACQUISITION OF THE CONSORTIUM | NOTE 4 – ACQUISITION OF THE CONSORTIUM On July 14, 2018, NewBridge closed on Share Exchange and Purchase Agreements (“Closing”) with the various members and shareholders of 11 th The 31,000,000 shares issued to the Consortium represented 76% of the 40,904,589 shares of the Company’s common stock issued and outstanding immediately following the July Acquisitions. In addition, three of the four board members were replaced by the sellers at the Close. Due to the relative size of the Consortium compared to the Company prior to the Closing and the change in control of the Company, the July Acquisitions were considered a reverse acquisition and the Consortium is the acquirer for accounting purposes. On September 12, 2018, NewBridge provided Roots notice of termination of the Roots Agreement pursuant to Section 10.01 of the Roots Nursery, Inc. Share Exchange and Purchase Agreement (the “Termination Agreement”), effective immediately. Pursuant to the Termination Agreement, the Company cancelled a total of 9,850,000 shares of Common Stock issued in connection with the July 14 Closing. On the same day, the Company issued a total of 9,850,000 shares to acquire East 10 th Fair Value of Assets Acquired (Liabilities Assumed): Assets Cash $ 8,886 Prepaids 207,704 Total assets 216,590 Liabilities Accounts payable and accrued liabilities (246,150) Convertible notes payable, net of discount (34,723) Derivative liability (743,269) Related party payable (19,500) Total liabilities (1,043,642) Net liabilities assumed $ (827,052) Total consideration $ 8,418,901 Plus net liabilities assumed 827,052 Goodwill $ 9,245,953 Shares issued for the Consortium 31,000,000 75.8% NewBridge shares prior to acquisition 9,904,589 24.2% Total shares outstanding following the acquisition 40,904,589 100.0% Closing price of common stock on July 14, 2018 $ 0.85 Total Value of the Company following the acquisition 34,768,901 Total Consideration (share price x 24.2%) $ 8,418,901 The consideration is 24.2% of the value of the total shares outstanding following the July 14 acquisition. The following presents the pro-forma combined results of operations of the Company with the Consortium as if the acquisition occurred on January 1, 2018. For the nine months ended September 30, 2018 Total revenue $ 36,200 Net loss allocable to common stockholders $ (4,402,727) Net loss per common share $ (0.10) Weighted-average number of shares outstanding 42,746,557 From the July 14, 2018 acquisition date through September 30, 2018, the acquiree had no revenue and a net loss of $1,515,854. The pro-forma results of operations are presented for information purposes only. The pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 5 - PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT As of September 30, 2018, the Company’s property and equipment consists of the following: Estimated September 30, December 31, Useful Lives 2018 2017 Land n/a $ 879,954 $ 556,000 Buildings and improvements 5-30 years 3,280,972 1,782,199 Office furniture and equipment 3-8 years 58,196 - Total 4,219,122 2,338,199 Less accumulated depreciation (196,130) (135,926) Net property and equipment $ 4,022,992 $ 2,202,273 For the nine months ended September 30, 2018 and 2017, the Company had depreciation expense of $48,403 and $12,847, respectively. |
NOTE 6 - CONVERTIBLE NOTES PAYA
NOTE 6 - CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 6 - CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE Effective May 4, 2018 (prior to the July 14, 2018 acquisition), NewBridge entered into a Securities Purchase Agreement (“Auctus Purchase Agreement”) dated April 30, 2018 with Auctus Fund, LLC (“Auctus”). In conjunction with the Auctus Purchase Agreement, the Company signed a Convertible Promissory Note for $250,000 (“Auctus Note”). The Auctus Note was convertible into shares of the Company’s common stock and had an initial maturity date of nine months from the issue date of each funding tranche. The first $125,000 was received May 3, 2018. In connection with the Auctus Purchase Agreement and the Auctus Note, the Company also entered into a Registration Rights Agreement pursuant to which the Company agreed to register the conversion shares for resell by Auctus. The conversion price was equal to (1) the lessor of the lowest trading price during the previous 25 day trading period ending on April 27, 2018, the last full trading day prior to the date of the note, which was $0.41 or (2) a variable conversion price equal to 50% of the lowest trading price during the 25 trading days leading up to the date of the conversion. As of June 30, 2018, NewBridge had received the first tranche of $125,000. Actual cash received was net of a $14,750 origination fee. NewBridge recorded a derivative of $199,927 on April 30, 2018 due to the variable nature of the conversion price, as well as, a debt discount of $125,000 and a loss on derivative of $74,927. As of the July 14, 2018 acquisition date, the derivative had a fair market value of $743,269 and the debt discount was $90,277. The Company settled the note payable on July 24, 2018 through a cash payment of $173,244, which covered the $125,000 principal plus an early termination fee of $48,244. The derivative was remeasured on July 24, 2018, which resulted in a loss on derivative of $4,631,731 for the change in the valuation from July 14, 2018 to July 24, 2018. The change in the valuation was mainly due to the increase in the share price from $0.85 to $5.50, respectively. The Company recognized a gain on debt settlement of $5,236,479. There is currently no balance on the Auctus Note. |
NOTE 7 - NOTES PAYABLE
NOTE 7 - NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 7 - NOTES PAYABLE | NOTE 7 – NOTES PAYABLE As of September 30, 2018, the Company’s notes payable consist of bank loans of $354,515 on the Mad Creek property and $389,997 on the 10 th th September 30, December 31, 2018 2017 Note payable $ 744,512 $ 362,883 Less current portion (23,999) (12,819) Note payable, net of current portion $ 720,513 $ 350,064 |
NOTE 8 - DERIVATIVE LIABILITIES
NOTE 8 - DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 8 - DERIVATIVE LIABILITIES | NOTE 8 – DERIVATIVE LIABILITIES The Company evaluated the terms of the convertible debt conversion features under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that certain features required separate accounting as derivatives. The derivatives were recorded as "derivative liabilities" on the condensed consolidated balance sheets and will be adjusted to reflect fair value at each reporting date. The total fair value of the derivative liability at issuance (or when acquired) for the convertible debt was $743,269 as of July 14, 2018. The fair value of the derivative liabilities at September 30, 2018 was $0. The Company recognized a loss of $4,631,731 for the nine months ended September 30, 2018, which is presented as "loss on derivative" on the condensed consolidated statements of operations. On July 24, 2018, the Company recorded the note payoff and reduced the derivative liability to zero. The valuation was based on the Binomial Lattice model. The Company recorded a loss on derivatives of $4,631,731 since the share price of the common stock increased from $0.85 when the liability was acquired on July 14, 2018 to $5.50 as of July 24, 2018. The details are as follows: July 14, July 24, 2018 2018 Stock price at valuation date $ 0.85 $ 5.50 Conversion price $ 0.13 $ 0.13 Risk free rate 0.00 % 0.00 % Volatility 192.98 % 192.98 % Number of shares converted 1,000,000 1,000,000 Value of derivative $ 743,269 $ 5,375,000 Loss on derivative n/a $ (4,631,731) |
NOTE 9 - CONSULTING AGREEMENT
NOTE 9 - CONSULTING AGREEMENT | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 9 - CONSULTING AGREEMENT | NOTE 9 – CONSULTING AGREEMENT On July 12, 2018 (prior to the July 14, 2018 acquisition), NewBridge entered into a Consulting Services Agreement (“Agreement”) with Go Fund, LLC (the “Consultant”), which is wholly-owned by Lance Dalton. Under the terms of the Agreement, the Consultant will assist the Company in identifying acquisitions and growth opportunities, assist the Company with financing its capital needs, and assist the Company with its investor relations. The Company will pay a monthly consulting fee of $10,000 for the one-year term and grant the Consultant options to acquire 10,000,000 shares of the Company’s Common Stock at an exercise price of $0.0001 per share. Under the terms of the Agreement, the shares were to vest upon the meeting of certain value creating milestones which were all met as required. On July 29, 2018, Go Fund LLC exercised the options and the Company issued 10,000,000 shares for $1,000. |
NOTE 10 - STOCK OPTIONS
NOTE 10 - STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 10 - STOCK OPTIONS | NOTE 10 – STOCK OPTIONS For the period from July 15, 2018 through September 30, 2018, the Company recognized $571,226 of share-based compensation and had no unrecognized share-based compensation as of September 30, 2018. As of September 30, 2018 there were 1,580,000 options granted all of which were unexercised and outstanding. 2018 Weighted- Average Number Exercise of Shares Price Outstanding as of beginning of the year - $ - Granted 1,580,000 0.25 Exercised - Forfeited or expired - - Outstanding as of end of the year 1,580,000 0.25 Exercisable as of end of the year 1,580,000 0.25 On October 12, 2017, prior to the reverse acquisition, NewBridge granted options to Mark Mersman, former CEO and Scott Cox, former President and COO, to purchase 1,508,543 shares of common stock each (3,017,085 total). The options had an exercise price of $0.01 per share and would expire December 31, 2018. The options were exercisable upon achievement of various milestones. The combined stock options were valued at $1,518,884 using Black-Scholes. The Company recognized $571,226 of share-based compensation on these stock options for the period from the July 14, 2018 merger through September 30, 2018. The remaining balance was expensed by NewBridge prior to the merger. On June 11, 2018, prior to the reverse acquisition, NewBridge granted options to the CFO, two directors, and two third party consultants for a total of 1,580,000 shares. The options all vested prior to the merger and had no additional performance milestones so the expense was recognized during June 2018 by NewBridge prior to the merger. The options have an exercise price of $0.25 per share and expire on June 30, 2019 (50,000 options), June 30, 2020 (230,000 options) and June 30, 2021 (1,300,000 options), respectively. These 1,580,000 options are outstanding and exercisable as of September 30, 2018. |
NOTE 11 - SHAREHOLDERS' EQUITY
NOTE 11 - SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 11 - SHAREHOLDERS' EQUITY | NOTE 11 – SHAREHOLDERS’ EQUITY We have authorized capital stock consisting of 100,000,000 shares of $0.0001 par value common stock and 400,000 shares of $0.0001 par value preferred stock. At September 30, 2018 and December 31, 2017, we had 57,116,055 and 3,695,604 shares of common stock issued and outstanding, respectively, and no shares of preferred stock issued and outstanding. On July 14, 2018, NewBridge closed on Share Exchange and Purchase Agreements as discussed in Note 4, whereby the Company purchased the shares or membership interests (as the case may be) of the several entities making up the Consortium. The acquisition was considered a reverse acquisition so the Consortium is the accounting acquirer and effectively issued 9,904,589 shares of common stock at $0.0001 per share to acquire NewBridge and Elevated. On or about July 25, 2018, the Company entered into subscription agreements with investors for the purchase of 6,061,466 shares of restricted common stock at $0.50 per share for total consideration of $3,030,733. On July 30, 2018, the Company issued 75,000 shares to Mark Mersman, CEO, and 75,000 shares to Scott Cox, President and COO, based on performance milestones in their October 12, 2017 employment contracts. The milestones were fulfilled in July 2018. The 150,000 shares were valued at $4.75 per share for a total of $712,500, which is classified as stock issued for services. On July 29, 2018, the Company issued 10,000,000 shares to Go Fund upon exercise of the stock options for $1,000 (see Note 9). |
NOTE 12 - RELATED PARTY TRANSAC
NOTE 12 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 12 - RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS The Company financed its initial operations and property acquisitions through member capital contributions. For the nine months ended September 30, 2018 and 2017, the Company received capital contributions of $519,306 and $1,814,584, respectively. Green Thumb is leasing 4200 square feet of property from Hong So Mac, the father of Sam Mac, one of the principal shareholders. The lease began August 1, 2018 and runs through August 1, 2028, at which time it converts to a month-to-month lease cancellable by either party. The monthly rent is $3,500 for the first year but then the landlord, at his discretion, can increase the rent to fair market value but not to exceed $3.50 per square foot. Total rent payments of $7,000 were made as of September 30, 2018. As of September 30, 2018, the Company had related party payables of $479,316 to several of its principal shareholders, members of management and affiliated companies. Most of the balance is payable to Tran Millenium, a company owned by Eric Tran, for consulting related to the formation, strategy, permitting, licensing, compliance and construction design for the new entities formed during 2018. |
NOTE 13 - MANAGEMENT CHANGES
NOTE 13 - MANAGEMENT CHANGES | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 13 - MANAGEMENT CHANGES | NOTE 13 – MANAGEMENT CHANGES On August 28, 2018, the Board of Directors (the “Board”) appointed Todd Lee as President of the Company. In connection therewith, Scott A. Cox began serving as Vice President of Corporate Development, effective immediately. Termination and Severance Agreement for Mark T. Mersman On September 18, 2018, the Board terminated the Company’s employment agreement with Mark T. Mersman, Chief Executive Officer of the Company (the “Mersman Termination”) and Mr. Mersman was removed as a member of the Board, effective September 18, 2018. The Company appointed Todd Lee as the Company’s Principal Executive Officer. In connection with the Mersman Termination, Mr. Mersman and the Company entered into a Separation Agreement (the “Mersman Severance Agreement”), effective September 24, 2018. Pursuant to the terms of the Mersman Severance Agreement, the Company will pay Mr. Mersman all of his earned but unpaid salary, which, as of September 18, 2018, amounts to $32,655 as well as twelve (12) monthly payments of $12,500, commencing on December 1, 2018. The severance payments were accrued in September 2018. All of Mr. Mersman’s unvested options that were outstanding as of September 18, 2018 immediately vested as of September 24, 2018. The Mersman Severance Agreement prohibits Mr. Mersman from selling more than two percent (2%) of the shares of common stock beneficially owned by him during any thirty (30) day period between October 1, 2018 through March 31, 2019, and more than five percent (5%) of the shares of common stock beneficially owned by him in any thirty (30) day period thereafter. In exchange for these cash payments, Mr. Mersman agreed to a general release in favor of the Company. Termination and Severance Agreement for Scott A. Cox On September 18, 2018, the Board terminated the Company’s employment agreement with Scott A. Cox, Vice President of Corporate Development (the “Cox Termination”). In connection with the Cox Termination, Mr. Cox and the Company entered into a Separation Agreement (the “Cox Severance Agreement”), effective September 24, 2018. Pursuant to the terms of the Cox Severance Agreement, the Company will pay Mr. Cox all of his earned but unpaid salary, which, as of September 18, 2018, amounts to $32,297, as well as twelve (12) monthly payments of $12,500, commencing on December 1, 2018. The severance payments were accrued in September 2018. All of Mr. Cox’s unvested options that were outstanding as of September 18, 2018 immediately vested as September 24, 2018. The Cox Severance Agreement prohibits Mr. Cox from selling more than two percent (2%) of the shares of common stock beneficially owned by him during any thirty (30) day period between October 1, 2018 through March 31, 2019, and more than five percent (5%) of the shares of common stock beneficially owned by him in any thirty (30) day period thereafter. In exchange for these cash payments, Mr. Cox agreed to a general release in favor of the Company. |
NOTE 14 - SUBSEQUENT EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
NOTE 14 - SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On October 4, 2018, Mr. Lee resigned as President of the Company, effective immediately. As a result of Mr. Lee’s resignation, the Interim Services Agreement, dated August 6, 2018, between the Company and Mr. Lee has been mutually terminated as of the effective date of Mr. Lee’s resignation. On October 5, 2018, the Board appointed Mr. Robert Bench, the Company’s Chief Financial Officer, to serve as the Interim President of the Company and designated Mr. Bench as the Company’s Principal Executive Officer, effective immediately, until such time as his successor is named. Mr. Bench will continue to serve as Chief Financial Officer of the Company during the interim period. On October 17, 2018, the Board appointed Dr. John A. MacKay as the President of its subsidiary Elevated and as President of its wholly-owned subsidiary 5Leaf. The Board authorized Elevated and 5Leaf each to enter into an employment agreement with Dr. MacKay. Dr. MacKay’s employment agreement with Elevated (the “Elevated Agreement”) provides that Dr. MacKay will receive a salary of $3,000 per month. The term of the Elevated Agreement is from October 22, 2018 until December 31, 2018 subject to extension as mutually agreed upon by the parties. The Elevated Agreement also provides that Dr. MacKay will receive an aggregate of 10% of the capital stock of Elevated at the rate of 3% the end of the first year, 3% the end of the second year, and 4% the end of the third year so long as he remains as an employee of Elevated. Dr. MacKay’s employment agreement with 5Leaf (the “5Leaf Agreement”) provides for a salary of $10,000 per month. The term of the 5Leaf Agreement is from October 22, 2018 until December 31, 2018 subject to extension as mutually agreed upon by the parties. The 5Leaf Agreement also provides that Dr. MacKay will receive membership interests equal to an aggregate of 3% of 5Leaf’s outstanding membership interests at the rate of 1% the end of each year so long as he remains as an employee of 5Leaf. In connection with both employment agreements, Dr. MacKay entered into a confidentiality invention assignment and non-competition agreement. In addition, the Company’s consulting agreement with Synergistic Technologies Associates, LLC, effective August 1, 2018, pursuant to which Dr. MacKay provided certain consulting services to the Company is deemed terminated and of no further force or effect. |
NOTE 3 - SUMMARY OF SIGNIFICA_2
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Interim Financial Information | Interim Financial Information These financial statements should be read in conjunction with the financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these financial statements, except as modified for appropriate interim financial statement presentation. |
Use of Estimates | Use of Estimates |
Fair Value | Fair Value |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Revenue Recognition | Revenue Recognition Revenue from Contracts with Customers |
Income Taxes | Income Taxes All allowances against deferred income tax assets are recorded in whole or in part, when it is more likely than not those deferred income tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to the extent it is more-likely-than-not that a deferred tax asset will not be realized. ASC 740 also requires reporting of taxes based on tax positions that meet a more-likely-than-not standard and are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits. |
Derivatives | Derivatives – The Company estimates fair values of derivative financial instruments using the Binomial Lattice model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated term and dilution) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Binomial Lattice model) are highly volatile and sensitive to changes in the trading market price of our common stock. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share |
New Accounting Pronouncements | New Accounting Pronouncements |
NOTE 4 - ACQUISITION OF THE C_2
NOTE 4 - ACQUISITION OF THE CONSORTIUM (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of business acquisition | Fair Value of Assets Acquired (Liabilities Assumed): Assets Cash $ 8,886 Prepaids 207,704 Total assets 216,590 Liabilities Accounts payable and accrued liabilities (246,150) Convertible notes payable, net of discount (34,723) Derivative liability (743,269) Related party payable (19,500) Total liabilities (1,043,642) Net liabilities assumed $ (827,052) Total consideration $ 8,418,901 Plus net liabilities assumed 827,052 Goodwill $ 9,245,953 Shares issued for the Consortium 31,000,000 75.8% NewBridge shares prior to acquisition 9,904,589 24.2% Total shares outstanding following the acquisition 40,904,589 100.0% Closing price of common stock on July 14, 2018 $ 0.85 Total Value of the Company following the acquisition 34,768,901 Total Consideration (share price x 24.2%) $ 8,418,901 The consideration is 24.2% of the value of the total shares outstanding following the July 14 acquisition. The following presents the pro-forma combined results of operations of the Company with the Consortium as if the acquisition occurred on January 1, 2018. For the nine months ended September 30, 2018 Total revenue $ 36,200 Net loss allocable to common stockholders $ (4,402,727) Net loss per common share $ (0.10) Weighted-average number of shares outstanding 42,746,557 |
NOTE 5 - PROPERTY AND EQUIPME_2
NOTE 5 - PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Property Plant And Equipment | As of September 30, 2018, the Company’s property and equipment consists of the following: Estimated September 30, December 31, Useful Lives 2018 2017 Land n/a $ 879,954 $ 556,000 Buildings and improvements 5-30 years 3,280,972 1,782,199 Office furniture and equipment 3-8 years 58,196 - Total 4,219,122 2,338,199 Less accumulated depreciation (196,130) (135,926) Net property and equipment $ 4,022,992 $ 2,202,273 |
NOTE 7 - NOTES PAYABLE (Tables)
NOTE 7 - NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Note Payable | September 30, December 31, 2018 2017 Note payable $ 744,512 $ 362,883 Less current portion (23,999) (12,819) Note payable, net of current portion $ 720,513 $ 350,064 |
NOTE 1 - THE COMPANY AND BASI_2
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Common Stock, Shares, Outstanding | 57,116,055 | 3,695,604 |
Consortium | ||
Reverse merger | 31,000,000 | |
Common Stock | ||
Reverse merger | 31,000,000 | |
Common Stock | Consortium | ||
Reverse merger | 31,000,000 | |
Common Stock, Shares, Outstanding | 40,904,589 |
NOTE 2 - GOING CONCERN (Details
NOTE 2 - GOING CONCERN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Details | |||||
Net Loss | $ (2,104,482) | $ (8,758) | $ (2,270,462) | $ (18,272) | |
Accumulated deficit | $ (2,392,715) | (2,392,715) | $ (122,253) | ||
Net Cash Used in Operating Activities | $ (686,222) | $ 0 |
NOTE 3 - SUMMARY OF SIGNIFICA_3
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Loss Per Share (Details) - shares | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Details | |||
Options outstanding | 1,580,000 | 0 | 0 |
NOTE 4 - ACQUISITION OF THE C_3
NOTE 4 - ACQUISITION OF THE CONSORTIUM (Details) - USD ($) | Jul. 14, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jul. 24, 2018 | Dec. 31, 2017 |
Shares Issued, Price Per Share | $ 0.85 | $ 5.50 | |||||
Common Stock, Shares, Outstanding | 57,116,055 | 57,116,055 | 3,695,604 | ||||
Net Loss | $ (2,104,482) | $ (8,758) | $ (2,270,462) | $ (18,272) | |||
Consortium | |||||||
Reverse merger | 31,000,000 | ||||||
Net Loss | $ 1,515,854 | ||||||
East 10th Street | |||||||
Investment Owned, Balance, Shares | 2,925,000 | 2,925,000 | |||||
East 10th Street | Future plans | |||||||
Investment Owned, Balance, Shares | 6,925,000 | 6,925,000 | |||||
Common Stock | |||||||
Reverse merger | 31,000,000 | ||||||
Net Loss | $ 0 | ||||||
Common Stock | Consortium | |||||||
Reverse merger | 31,000,000 | ||||||
Shares Issued, Price Per Share | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Outstanding | 40,904,589 | 40,904,589 | |||||
Common Stock | Roots | |||||||
Stock Redeemed or Called During Period, Shares | 9,850,000 | ||||||
Common Stock | East 10th Street | |||||||
Reverse merger | 9,850,000 |
NOTE 4 - ACQUISITION OF THE C_4
NOTE 4 - ACQUISITION OF THE CONSORTIUM: Schedule of business acquisition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
ASSETS | |||||
Prepaids | $ 110,649 | $ 110,649 | $ 0 | ||
Total Assets | 14,637,081 | 14,637,081 | 2,202,273 | ||
Liabilities | |||||
Related party payables | 479,316 | 479,316 | 0 | ||
Total liabilities | 1,814,488 | 1,814,488 | 362,883 | ||
Net liabilities assumed from issuance of shares in reverse merger | 835,938 | $ 0 | |||
Goodwill | $ 9,245,953 | $ 9,245,953 | $ 0 | ||
NewBridge shares prior to acquisition | 3,695,604 | ||||
Total shares outstanding following the acquisition | 57,116,055 | 57,116,055 | |||
Total revenue | $ 10,000 | $ 3,600 | $ 17,200 | $ 10,800 | |
Consortium | |||||
ASSETS | |||||
Cash | 8,886 | 8,886 | |||
Prepaids | 207,704 | 207,704 | |||
Total Assets | 216,590 | 216,590 | |||
Liabilities | |||||
Accounts payable and accrued liabilities | (246,150) | (246,150) | |||
Convertible notes payable, net of discount | (34,723) | (34,723) | |||
Derivative liability | (743,269) | (743,269) | |||
Related party payables | (19,500) | (19,500) | |||
Total liabilities | (1,043,642) | (1,043,642) | |||
Net liabilities assumed from issuance of shares in reverse merger | (827,052) | ||||
Total consideration | 8,418,901 | ||||
Plus net liabilities assumed | 827,052 | ||||
Goodwill | $ 9,245,953 | $ 9,245,953 | |||
Shares issued for the Consortium | 31,000,000 | ||||
Closing price of common stock on July 14, 2018 | $ 0.85 | $ 0.85 | |||
Total Value of the Company following the acquisition | $ 34,768,901 | $ 34,768,901 | |||
Total Consideration (share price x 24.2%) | $ 8,418,901 | ||||
Consortium | Pre acquisition | |||||
Liabilities | |||||
NewBridge shares prior to acquisition | 9,904,589 | ||||
Consortium | Post acquisition | |||||
Liabilities | |||||
Total shares outstanding following the acquisition | 40,904,589 | 40,904,589 | |||
Consortium | Pro Forma | |||||
Liabilities | |||||
Total revenue | $ 36,200 | ||||
Net loss allocable to common stockholders | $ (4,402,727) | ||||
Net loss per common share | $ (0.10) | ||||
Weighted-average number of shares outstanding | 42,746,557 |
NOTE 5 - PROPERTY AND EQUIPME_3
NOTE 5 - PROPERTY AND EQUIPMENT: Schedule of Property Plant And Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment, Gross | $ 4,219,122 | $ 2,338,199 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 196,130 | 135,926 |
Property and equipment, net | 4,022,992 | 2,202,273 |
Land | ||
Property, Plant and Equipment, Gross | 879,954 | 556,000 |
Buildings and improvements | ||
Property, Plant and Equipment, Gross | $ 3,280,972 | 1,782,199 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment, Useful Life | 30 years | |
Office furniture and equipment | ||
Property, Plant and Equipment, Gross | $ 58,196 | $ 0 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment, Useful Life | 8 years |
NOTE 5 - PROPERTY AND EQUIPME_4
NOTE 5 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||
Depreciation expense | $ 48,403 | $ 12,847 |
NOTE 6 - CONVERTIBLE NOTES PA_2
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jul. 24, 2018 | Jun. 30, 2018 | May 04, 2018 | Apr. 30, 2018 | Sep. 30, 2018 | Jul. 14, 2018 |
Debt Securities, Gain (Loss) | $ (4,631,731) | |||||
Auctus | ||||||
Debt Instrument, Face Amount | $ 250,000 | |||||
Proceeds from Convertible Debt | $ 125,000 | $ 125,000 | ||||
Debt Instrument, Payment Terms | The conversion price was equal to (1) the lessor of the lowest trading price during the previous 25 day trading period ending on April 27, 2018, the last full trading day prior to the date of the note, which was $0.41 or (2) a variable conversion price equal to 50% of the lowest trading price during the 25 trading days leading up to the date of the conversion. | |||||
Debt Instrument, Fee Amount | $ 14,750 | |||||
Long-term Debt, Gross | $ 199,927 | |||||
Debt Instrument, Unamortized Discount | 125,000 | $ 90,277 | ||||
Debt Securities, Gain (Loss) | (4,631,731) | $ (74,927) | ||||
Long-term Debt, Fair Value | $ 743,269 | |||||
Repayments of Debt | 173,244 | |||||
Gain (Loss) on Extinguishment of Debt | $ (5,236,479) | |||||
Auctus | Principal | ||||||
Repayments of Debt | 125,000 | |||||
Auctus | Interest | ||||||
Repayments of Debt | $ 48,244 |
NOTE 7 - NOTES PAYABLE (Details
NOTE 7 - NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Notes Payable | $ 744,512 | $ 362,883 |
Mad Creek | ||
Notes Payable | $ 354,515 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |
Debt Instrument, Maturity Date | Nov. 1, 2036 | |
East 10th Street | ||
Notes Payable | $ 389,997 | |
Debt Instrument, Interest Rate, Stated Percentage | 9.66% | |
Debt Instrument, Maturity Date | Jul. 1, 2036 |
NOTE 7 - NOTES PAYABLE_ Schedul
NOTE 7 - NOTES PAYABLE: Schedule of Note Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Notes Payable | $ 744,512 | $ 362,883 |
Less current portion | 23,999 | 12,819 |
Notes payable, net of current portion and discount | $ 720,513 | $ 350,064 |
NOTE 8 - DERIVATIVE LIABILITI_2
NOTE 8 - DERIVATIVE LIABILITIES (Details) - USD ($) | Jul. 24, 2018 | Jul. 14, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Value of derivative | $ 0 | $ 0 | ||||
Loss on derivative | (4,631,731) | $ 0 | $ (4,631,731) | $ 0 | ||
Derivative, Description of Terms | The Company recorded a loss on derivatives of $4,631,731 since the share price of the common stock increased from $0.85 when the liability was acquired on July 14, 2018 to $5.50 as of July 24, 2018. | |||||
Stock price at valuation date | $ 5.50 | $ 0.85 | ||||
Conversion price | $ 0.13 | $ 0.13 | ||||
Risk free rate | 0.00% | 0.00% | ||||
Volatility | 192.98% | 192.98% | ||||
Number of shares converted | 1,000,000 | 1,000,000 | ||||
Value of derivative | $ 5,375,000 | $ 743,269 | ||||
Loss on derivative | $ (4,631,731) | |||||
At Issuance | ||||||
Value of derivative | $ 743,269 | $ 743,269 |
NOTE 9 - CONSULTING AGREEMENT (
NOTE 9 - CONSULTING AGREEMENT (Details) | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Stock issued for cash | $ 519,305 |
Go Fund, LLC | |
Consulting Services Agreement | The Company will pay a monthly consulting fee of $10,000 for the one-year term and grant the Consultant options to acquire 10,000,000 shares of the Company’s Common Stock at an exercise price of $0.0001 per share. Under the terms of the Agreement, the shares were to vest upon the meeting of certain value creating milestones which were all met as required. |
Stock issued for cash | shares | 10,000,000 |
Stock issued for cash | $ 1,000 |
NOTE 10 - STOCK OPTIONS (Detail
NOTE 10 - STOCK OPTIONS (Details) - USD ($) | Jul. 15, 2018 | Dec. 31, 2017 | Oct. 12, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Share-based compensation | $ 571,226 | $ 571,226 | $ 0 | |||
Options granted | 3,017,085 | 1,580,000 | ||||
Options outstanding | 0 | 0 | 1,580,000 | 0 | ||
Outstanding per share | $ 0 | $ 0.25 | ||||
Shares granted per share | 0.25 | |||||
Shares exercised | 0 | |||||
Shares forfeited | 0 | |||||
Shares forfeited per share | $ 0 | |||||
Options outstanding | 1,580,000 | |||||
Exercisable per share | $ 0.25 | |||||
Officers and Directors | ||||||
Options granted | 1,508,543 | |||||
Options granted | $ 1,518,884 | |||||
Options granted | $ 571,226 | |||||
Options granted | The options all vested prior to the merger and had no additional performance milestones so the expense was recognized during June 2018 by NewBridge prior to the merger. The options have an exercise price of $0.25 per share and expire on June 30, 2019 (50,000 options), June 30, 2020 (230,000 options) and June 30, 2021 (1,300,000 options), respectively. |
NOTE 11 - SHAREHOLDERS' EQUITY
NOTE 11 - SHAREHOLDERS' EQUITY (Details) - USD ($) | Jul. 30, 2018 | Jul. 29, 2018 | Sep. 30, 2018 | Jul. 25, 2018 | Dec. 31, 2017 | Jul. 25, 2017 | Jul. 25, 2016 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Preferred Stock, Shares Authorized | 400,000 | 400,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 57,116,055 | 3,695,604 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Stoock shares subscribed | 6,061,466 | ||||||
Sale of Stock, Price Per Share | $ 0.50 | ||||||
Stock amount subscribed | $ 3,030,733 | ||||||
Stock issued for services | $ 712,500 | ||||||
Common Stock | |||||||
Shares, Outstanding | 57,116,055 | 3,695,604 | |||||
Stock issued for services | 150,000 | ||||||
Stock issued for services | $ 15 | ||||||
Common Stock | Mark Mersman | |||||||
Stock issued for services | 75,000 | ||||||
Common Stock | Scott Cox | |||||||
Stock issued for services | 75,000 | ||||||
Common Stock | Officers and Directors | |||||||
Stock issued for services | 150,000 | ||||||
Stock issued for services | $ 712,500 | ||||||
Common Stock | Go Fund, LLC | |||||||
Stock issued for services | 10,000,000 | ||||||
Stock issued for services | $ 1,000 | ||||||
Common Stock | Consortium | |||||||
Shares, Outstanding | 9,904,589 |
NOTE 12 - RELATED PARTY TRANS_2
NOTE 12 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Proceeds from Contributed Capital | $ 519,306 | $ 1,814,584 | |
Lease terms | The monthly rent is $3,500 for the first year but then the landlord, at his discretion, can increase the rent to fair market value but not to exceed $3.50 per square foot. | ||
Payments for Rent | $ 7,000 | ||
Related party payables | 479,316 | $ 0 | |
Third Party Consultant | |||
Related party payables | $ 479,316 |
NOTE 13 - MANAGEMENT CHANGES (D
NOTE 13 - MANAGEMENT CHANGES (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Mark Mersman | |
Accrued Salaries, Current | $ 32,655 |
Options granted | The Mersman Severance Agreement prohibits Mr. Mersman from selling more than two percent (2%) of the shares of common stock beneficially owned by him during any thirty (30) day period between October 1, 2018 through March 31, 2019, and more than five percent (5%) of the shares of common stock beneficially owned by him in any thirty (30) day period thereafter. |
Scott Cox | |
Accrued Salaries, Current | $ 32,297 |
Options granted | The Cox Severance Agreement prohibits Mr. Cox from selling more than two percent (2%) of the shares of common stock beneficially owned by him during any thirty (30) day period between October 1, 2018 through March 31, 2019, and more than five percent (5%) of the shares of common stock beneficially owned by him in any thirty (30) day period thereafter. |
NOTE 14 - SUBSEQUENT EVENTS (De
NOTE 14 - SUBSEQUENT EVENTS (Details) - Dr. MacKay | 9 Months Ended |
Sep. 30, 2018 | |
Elevated | |
Employment agreement | provides that Dr. MacKay will receive a salary of $3,000 per month. The term of the Elevated Agreement is from October 22, 2018 until December 31, 2018 subject to extension as mutually agreed upon by the parties. The Elevated Agreement also provides that Dr. MacKay will receive an aggregate of 10% of the capital stock of Elevated at the rate of 3% the end of the first year, 3% the end of the second year, and 4% the end of the third year so long as he remains as an employee of Elevated. |
Leaf | |
Employment agreement | provides for a salary of $10,000 per month. The term of the 5Leaf Agreement is from October 22, 2018 until December 31, 2018 subject to extension as mutually agreed upon by the parties. The 5Leaf Agreement also provides that Dr. MacKay will receive membership interests equal to an aggregate of 3% of 5Leaf’s outstanding membership interests at the rate of 1% the end of each year so long as he remains as an employee of 5Leaf. |