10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(MARK ONE)

☒     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      

For the quarterly period ended June 30, 2018

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      

For the transition period from ______________ to ______________

Commission file number: 001-51554

GREENBOX POS LLC

 (Exact name of small business issuer as specified in its charter)

Nevada	22-3962936
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

9436 Jacob Lane, Rosemead, CA 91770	91770
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (213) 625-1200

ASAP Expo, Inc.

(Former Name of Registrant)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting	Smaller reporting company ☒
company)	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

Number of shares outstanding of the issuer’s classes of common equity, as of September 4, 2018, 158,890,363 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes ☐    No ☒

TABLE OF CONTENTS

		Page
PART I Financial Information
Item 1.	Condensed Financial Statements	3
	Condensed Balance Sheets as of June 30, 2018 and December 31, 2017 (unaudited)	3
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2018 and 2017 (unaudited)	4
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (unaudited)	5
	Notes to (unaudited) Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	13
Item 3.	Controls and Procedures	15

PART II Other Information
Item 1.	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
Signatures		17

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GREENBOX POS LLC

BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2018			2017
ASSETS
Current Assets
Cash of discontinued operations	$	-		$	90,282
Due from affiliated companies of discontinued operations		-			20,881
Total current assets of discontinued operations		-			111,163
Furniture and equipment of discontinued operations, net		-			78,763
Total Assets of Discontinued Operations		-		$	189,926
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses of discontinued operations	$	-		$	342,924
Accrued officer expenses of discontinued operations		-			42,000
Auto loan of discontinued operations, current		-			4,003
Income tax payable of discontinued operations		259,717			84,684
Line of credit, officers of discontinued operations		-			212,140
Total Current Liabilities of Discontinued Operations		259,717			685,751
Long-Term Liabilities
Auto loan of discontinued operations, noncurrent		-			16,261
Equipment loan of discontinued operations, noncurrent					12,299
Total Long-Term Liabilities of Discontinued Operations		-			28,560
Total Liabilities		259,717			714,311
Stockholders’ Deficit
Preferred stock, 5,000,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, $0.001 par value, 495,000,000 shares authorized, 158,890,363 and 14,445,363 shares issued and outstanding at June 30, 2018 and December 31, 2017		158,890			14,445
Additional paid in capital		4,731,083			(902,272	)
Retained earnings		(5,149,690	)		363,442
Total Stockholders’ Deficit		(259,717	)		(524,385	)
Total Liabilities and Stockholders’ Deficit		-		$	189,926

The accompanying notes are an integral part of these condensed unaudited financial statements.

3

GREENBOX POS LLC

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,					Six Months Ended June 30,
	2018			2017		2018			2017
Revenues		-			-		-			-
Cost of Sales		-			-		-
Gross Profit		-			-		-			-
Operating Expenses:
Net (loss) income from continuing operations	$	-		$	-	$	-		$	-
Net (loss) income from discontinued operations, net of income taxes		(5,638,604	)		43,555		(5,513,132	)		33,758
Net income (loss)	$	(5,638,604	)	$	43,555	$	(5,513,132	)	$	33,758
Net income (loss) per common share
Income from continuing operations per basic and diluted common share	$	0.00		$	0.00	$	0.00		$	0.00
Income from discontinued operations per basic and diluted common share		(0.04	)		0.00		(0.07	)		0.00
Basic and diluted	$	(0.04	)	$	0.00	$	(0.07	)	$	0.00
Weighted average common shares outstanding
Basic and diluted		139,842,671			14,445,363		77,490,418			14,445,363

The accompanying notes are an integral part of these condensed unaudited financial statements.

4

GREENBOX POS LLC

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED) 

	Six Months Ended June 30,
	2018			2017
Operating Activities:
Net Income (loss) from continuing operations	$	-		$	-
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation expense		-			-
Capital gain		-			-
Changes in operating assets and liabilities
Accounts receivable		-			-
Prepaid expenses and other current assets		-			-
Accounts payable and accrued expenses		-			-
Income tax payable		119,184			38,147
Net cash provided by (used in) operating activities - continuing operations		119,184			38,147
Net cash provided by (used in) operating activities - discontinued operations		84,058			28,680
Net cash provided by (used in) operating activities		203,242			66,827
Investing Activities:
Acquisitions of furniture and equipment		-			-
Due from affiliated companies		-			-
Net cash provided by (used in) investing activities - continuing operations		-			-
Net cash provided by (used in) investing activities - discontinued operations		(135,431	)	(59,346		)
Net cash used in investing activities		(135,431	)		(59,346	)
Financing Activities:
Payments on auto loan		-			-
Bank overdraft		-			-
Proceeds from borrowings on note payable from officers		-			-
Repayments of borrowings on note payable form officers		-			-
Net cash provided by (used in) financing activities – continuing operations		-			-
Net cash provided by (used in) financing activities – discontinued operations		(158,093	)		(40,042	)
Net cash provided by (used in) financing activities		(158,093	)		(40,042	)
Net increase (decrease) in cash		(90,282	)		(32,561	)
Cash, beginning of period		90,282			32,761
Cash, end of period	$	-		$	200
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	439
Income taxes	$	-		$	800
Non-cash investing and financing activities
Vehicle purchased through auto loan	$	-		$	22,789
Conversion of Line of credit, officers to shares of common stock	$	144,445		$	-

The accompanying notes are an integral part of these condensed unaudited financial statements.

5

GREENBOX POS LLC

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2018

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

GreenBox POS LLC (“GreenBox” or the “Company”) was originally incorporated on April 10, 2007 under the laws of the State of Nevada as ASAP Expo, Inc. Prior to July 2011, the investment banking services division was the core business of ASAP Expo. ASAP Expo helped small and medium sized businesses raise funds and promote business through capital markets. In July 2011, ASAP Expo transitioned its core business to providing real estate advisory services from investment banking advisory services for Chinese companies and high net worth individuals.

On March 23, 2018, Frank Yuan, the controlling shareholder of ASAP Expo, Inc., entered into a stock purchase agreement whereby it sold 144,445,000 shares of ASAP Expo Inc.’s common stock to GreenBox POS LLC, a Washington limited liability company, representing 90% of ASAP Expo, Inc.’s issued and outstanding common stock. Pursuant to this transaction, on April 12, 2018, ASAP Expo, Inc. entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc. in consideration of assumption of the entirety of its liabilities, and ceased any and all business operations.

The transaction contemplated in the March 23^rd stock purchase agreement was closed on May 3, 2018, and a change of control of ASAP Expo, Inc. was effected. Thereafter, the Company changed its name to “GreenBox POS LLC.” The Company currently has no operations.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Unaudited Interim Financial Information

These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

The balance sheets and certain comparative information as of December 31, 2017 are derived from the audited financial statements and related notes for the year ended December 31, 2017 (“2017 Annual Financial Statements”), included in the Company’s 2017 Annual Report on Form 10-K. These unaudited interim condensed financial statements should be read in conjunction with the 2017 Annual Financial Statements.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has cash equivalents of $0 and $90,282 as of June 30, 2018 and December 31, 2017, respectively.

GOING CONCERN

As shown in the accompanying financial statements and as discussed in Note 2, all assets and liabilities of the Company were acquired on April 12, 2018. As a result, all operations of the Company have been removed, raising substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

6

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, prepaid expenses and other receivables, accounts payable, accrued liabilities and due to/from affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments.

Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606.

Revenues are mainly consulting fees. The consulting fees are recognized when earned. Consulting fees from real estate advisory services that are subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable.

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

7

EARNINGS PER SHARE

A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three and six months ended June 30, 2018 and 2017, as there are no potential shares outstanding that would have a dilutive effect.

NOTE 2 – DISCONTINUED OPERATIONS

On April 12, 2018, ASAP Property Holdings Inc. (“Holdings”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company, to acquire all the assets and all liabilities of the Company (the “Acquired Assets”).  On April 12, 2018, the Company completed the sale of its Acquired Assets in an asset purchase transaction (the “Transaction”) pursuant to the terms and conditions of the Purchase Agreement.

As a result of the consummation of the Purchase Agreement, on April 12, 2018, in consideration for the Acquired Assets, Holdings paid the Company $0 in cash and assumed $234,605 of liabilities in excess of assets. 

The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows:

Cash	$	77,292
Petty Cash		200
Other Receivables		30,790
Accounts Receivable from Affiliates		156,312
Fixed Assets		-
Accounts Payable		(218,195	)
Payroll & Payroll Tax		(68,801	)
Accrued Expenses		(91,224	)
Accrued Interest – Solar Equipment		(262	)
Other Accrued Interest		(35,432	)
Auto Loan		(4,034	)
Promissory Note		(54,048	)
Auto Loan		(14,905	)
Equipment Loan – Solar Equipment		(12,298	)
Total	$	(234,605	)

Losses from discontinued operations during the three and six months ended June 30, 2018 are $5,638,604 and $5,513,132 respectively.

Holdings agreed to assume responsibility for and fulfill the tax obligations of the Company. Holdings agrees to indemnify and hold harmless the Company for any liability, costs, and/or fees incurred due to Holdings’ failure to fulfill such obligations. Accrued income taxes of $259,717 are recorded as Income tax of discontinued operations payable on the balance sheets.

The Transaction has resulted in the removal of all operations in the Company. 

8

Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations that are disclosed in Statements of Operations for the three and six months ended June 30, 2018 and 2017.

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
Revenues
Consulting fees	$	95,290		$	460,300		$	428,334		$	829,800
Management Fee		-			24,000			255,161			43,200
Total revenues		95,290			484,300			683,495			873,000
Cost of Sales
Consulting expense		21,000			141,700			120,500			393,700
Total cost of sales		21,000			141,700			120,500			393,700
Gross Profit		74,290			342,600			562,995			479,300
Operating expenses:
General and administrative		118,923			256,086			422,929			392,542
Total operating expenses		118,923			256,086			422,929			392,542
Income from discontinued operations		(44,633	)		86,514			140,066			86,758
Other Income (Expense)
Net gain on asset purchase agreement		159,848			-			159,848			-
Gain on sale of fixed assets		-			5,277		̶				5,277
Loss on settlement of debt		(5,633,355	)		-			(5,633,355	)		-
Interest expense		(479	)		(10,089	)		(3,695	)		(19,330	)
Total other income (expense, net)		(5,473,986	)		(4,812	)		(5,477,202	)		(14,053	)
Income before income taxes		(5,518,619	)		81,702			(5,337,136	)		72,705
Income taxes provision		119,985			38,147			175,996			38,947
Net (loss) Income from Discontinued Operations	$	(5,638,604	)	$	43,555		$	(5,513,132	)	$	33,758

9

The following table summarizes the operating and investing cash flows of discontinued operations for the six months ended June 30, 2018 and 2017.

	Six Months Ended June 30
	2018			2017
Operating Activities:
Net Income (loss) from discontinued operations	$	(5,513,132	)	$	33,758
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense		4,004			5,092
Capital gain		-			(5,277	)
Assets distributed in asset purchase agreement, net		(159,848	)		-
Loss on settlement of debt		5,633,355			-
Conversion of line of credit to common stock		144,445			-
Changes in operating assets and liabilities
Accounts receivable		-			(6,000	)
Prepaid expenses and other current assets		(30,791	)		(50,000	)
Accounts payable and accrued expenses		19,673			51,107
Accrued expenses – officer		(13,648	)		-
Income tax payable		119,184			38,147
Net cash provided by (used in) operating activities		203,242			66,827
Investing Activities:
Furniture and equipment sold in asset purchase agreement		(135,431	)		-
Acquisitions of furniture and equipment		-			(3,214	)
Due from affiliated companies		-			(56,132	)
Net cash used in investing activities		(135,431	)		(59,346	)
Financing Activities:
Payments on auto loan		-			(1,786	)
Bank overdraft		-			59,409
Proceeds from borrowings on note payable from officers		-			285,112
Repayments of borrowings on note payable form officers		(158,093	)		(382,777	)
Net cash provided by (used in) financing activities		(158,093	)		(40,042	)
Net increase (decrease) in cash		(90,282	)		(32,561	)
Cash, beginning of period		90,282			32,761
Cash, end of period	$	-		$	200
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	439
Income taxes	$	-		$	800
Non-cash investing and financing activities
Vehicle purchased through auto loan	$	-		$	22,789
Conversion of Line of credit, officers to shares of common stock	$	144,445		$	-

10

NOTE 3 - PROPERTY AND EQUIPMENT

Equipment consists of the following:

	June 30,		December 31,
	2018		2017
Furniture & Fixtures	$	-	$	35,812
Office Equipment		-		10,510
Automobile		-		27,657
Leasehold Improvements		-		24,527
		-		98,506
Less: Accumulated Depreciation		-		(19,743	)
		-		78,763

Furniture and equipment were sold in the Transaction.

NOTE 4 - RELATED PARTY TRANSACTIONS

At June 30, 2018 and December 31, 2017, GreenBox was owed $0 and $20,881 from affiliated companies in which GreenBox’s officers are also owners and officers. The advance has no written note, is non-interest bearing and payable on demand to the Company and expected to be paid within one year.

The Company had a revolving line of credit totaling $1,800,000 with Frank Yuan, CEO and Jerome Yuan, his son. The line of credit bore interest at 6% per annum and was due upon demand, as amended.  On December 31, 2014, the convertible note was amended to waive the right of conversion and was to be used as a line of credit. On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares. During the six months ended June 30, 2018 and 2017, the Company incurred interest expense totaling $3,333 and $18,842 in connection with the Line. The balance of the credit line as of June 30, 2018 was $0 and the accrued interest on the line of credit was $0. The balance of the credit line as of December 31, 2017 was $212,140 and the accrued interest was $32,100.

The son of the Company’s officer (“Son”) receives salary from the Company for work performed. During three months ended June 30, 2018 and 2017, the Son received salary of $20,000 and $40,000, respectively.

On April 12, 2018, the Company entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc., an affiliated entity owned and operated by Frank Yuan, in consideration of assumption of the entirety of its liabilities.

NOTE 5 - AUTO LOAN

In April 2017, the Company traded-in its old vehicle for a new vehicle with a financing agreement of $4,868 down and 2.39% interest, which was purchased in conjunction with the Transaction. As of June 30, 2018, there are no minimum payments or obligations due by the Company under the auto loan.

NOTE 6 - EQUIPMENT LOAN

In September 2015, the Company installed a solar system on its leased office for $17,570 with a 30-year loan at 5.49% interest. Each payment date, the Company will pay at least the “Total Amount Due” that is displayed on the monthly bill. The Total Amount Due will be the sum of all past due amounts plus the “Current Monthly Payment” that will be displayed on the monthly bill. Current Monthly Payments will be calculated as follows: the amount of kWh produced for the preceding month by the system; multiplied by the applicable agreed Equivalent Rate per kWh. The “Equivalent Rate per kWh” is based upon 5 factors: 1) the loan balance (which includes any accrued interest); 2) the Loan Term; 3) the applicable APR; 4) the expected production of the system; and 5) 2.50 % kWh annual rate escalator. The expected production of the system is an estimate, the actual payments could be higher or lower depending on the actual production from the system. If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law. The equipment loan was acquired by Holdings in the Transaction. As of June 30, 2018, there are no estimated future Current Monthly Payments owed by the Company.

11

NOTE 7 - INCOME TAXES

The income taxes provision for the six months ended June 30, 2018 consists of current income tax of $175,996.

Uncertain Tax Positions

Interest associated with unrecognized tax benefits is classified as income tax and penalties are included in selling, general and administrative expenses in the statements of operations and comprehensive income.

For the three and the six months ended June 30, 2018 and 2017, the Company had no unrecognized tax benefits and related interest and penalties expenses. The Company’s 2014, 2015, 2016 and 2017 tax years remain subject to examination by the U.S. tax authorities.

NOTE 8 - SHAREHOLDERS’ DEFICIT

Common Stock

On July 29, 2017, the Board of Directors of the Company approved to increase the authorized shares of the Company to 500,000,000 (the “Increase”), with 495,000,000 shares being Common Stock and 5,000,000 shares being preferred stock, subject to Stockholder approval. The Majority Stockholder approved the Increase by written consent in lieu of a meeting on July 29, 2017. The increased number of authorized shares were retroactively presented on balance sheets.

On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares of the Company’s common stock at a price of $0.001 per share.  The total fair value of the 144,445,000 shares of common stock was $5,777,800. This resulted in a loss on the settlement of debt in the amount of $5,633,355.

At June 30, 2018 and December 31, 2017, the Company had 158,890,363 and 14,445,363 shares, respectively, issued and outstanding at par value $0.001 per share.

NOTE 9 - SUBSEQUENT EVENT

In preparing the condensed consolidated financial statements as of and for the three and six months ended June 30, 2018, the Company has evaluated subsequent events for recognition and measurement purposes. The Company has concluded that the following events require disclosure in the accompanying consolidated financial statements:

Asset Purchase Agreement

On September 4, 2018, the Company came to a preliminary understanding with GreenBox POS LLC, a Washington limited liability company that is the majority shareholder of the Company, pursuant to which it will be assigned any and all assets related to its blockchain gateway and payment system business, point of sale system business, delivery business, kiosk business (collectively, the “Business”), and all intellectual property thereto in consideration of assuming any and all liabilities related to the Business. No agreement has been signed as of this date but the parties are endeavoring to finalize the transaction within thirty (30) days of September 4, 2018.

12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the audited financial statements and the related notes thereto included elsewhere in this annual report for the period ended December 31, 2017. This annual report contains certain forward-looking statements and the Company’s future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.

OVERVIEW

GreenBox POS LLC (“GreenBox” or “The Company” or “Our” or “We”) mission was to be the bridge between China and the Western world. GreenBox is a holding company that assisted Chinese institutional and high net worth individuals with acquisition advisory and asset management of U.S. hotels.

Our investors included AVIC International USA, Junson Capital, Urban Commons, Sky Harbor Management, Shenzhen New World, American Curvet, and USA Heritage.

From August 2010 until now, our group has provided consulting services regarding purchasing 20 hotels primarily in California, Florida, Colorado, Connecticut, Georgia and Michigan. Hotel brands include Marriott, Hilton, Westin, Doubletree by Hilton, Four Points by Sheraton, and Holiday Inn.

As shown in the accompanying financial statements and as discussed in Note 2, all assets and liabilities of the Company were acquired on April 12, 2018 by a related party. As a result, all operations of the Company have been removed.

RESULTS OF OPERATIONS

Net Income

The Company recorded a net loss of $5,513,132 for the three months ended June 30, 2018 as compared to a net income of $43,555 for the same period last year. The decrease in net income was mainly due to a loss on settlement of debt and the cessation of operations of the Company after consummation of the Transaction on April 12, 2018, which was partially offset by Other Income resulting from the Transaction.

The Company recorded a net loss of $5,638,604 for the six months ended June 30, 2018 as compared to a net income of $33,758 for the same period last year. The decrease in net income was mainly due to a loss on settlement of debt and the cessation of operations of the Company after consummation of the Transaction on April 12, 2018.

LIQUIDITY AND CAPITAL RESOURCES

As a result of the consummation of the Purchase Agreement, on April 12, 2018, in consideration for the Acquired Assets, Holdings paid the Company $0.00 in cash and assumed $235,605 of liabilities in excess of assets. The Transaction has resulted in the removal of all operations in the Company.

Liquidity and Capital Resources

Our working capital for the periods presented is summarized as follows:

	As of June 30, 2018			As of December 31, 2017
Current assets	$	-		$	-
Current liabilities		175,033			84,684
Working capital	$	(175,033	)	$	(84,684	)

13

The following table shows cash flows for the periods presented:

	Six Months Ended June 30,
Net cash provided by (used in) operating activities	$	203,242		$	(107,263	)
Net cash provided by (used in) investing activities		(135,431	)		-
Net cash provided by (used in) financing activities		(158,093	)		74,702
Net increase (decrease) in cash	$	(90,282	)	$	(32,561	)

Operating Activities

For the six months ended June 30, 2018, net cash provided by operating activities was $203,242, which resulted from discontinued operations.

For the six months ended June 30, 2017, net cash provided by operating activities was $66,827. This was primarily due to a net income of $33,758, adjusted by non-cash related expenses of depreciation of $5,092 and non-cash capital gain of $5,277, then increased by favorable changes in working capital of $33,255. The favorable changes in working capital resulted from an increase in accounts payable and accrued expenses of $51,107 and income tax payable of $38,147, offset by an increase in prepaid expenses and deposit of $50,000 and accounts receivable of $6,000.

Investing activities

For the six months ended June 30, 2018, net cash used in investing activities was $0.

For the six months ended June 30, 2017, net cash used in investing activities was $59,436. This was primarily due to receivables from an affiliated company of $56,132 and acquisitions of property and equipment of $3,214.

Financing activities

For the six months ended June 30, 2018, net cash used in financing activities was $158,093, which resulted from discontinued operations.

For the six months ended June 30, 2017, net cash used in financing activities was $40,042, which was mainly due to net repayment to note payable of officers of $97,665 and payments on auto loan of $1,786, offset by bank overdraft of $59,409.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheet and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, stock based compensation and the valuation of deferred taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements:

Revenue Recognition

Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606.

Revenues are mainly consulting fees. The Consulting fees are recognized when earned. Consulting fees subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable.

14

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Management provides a valuation allowance for significant deferred tax assets when it is more likely than not that such asset will not be recovered.

ITEM 3. CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting and, as such, are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met (see the section below in this Item 3 entitled Limitations on the Effectiveness of Internal Controls).

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this Report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

15

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management currently is not aware of any legal matters or pending litigation that would have a significant effect on the Company’s financial statements as of June 30, 2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1	Certifications of the Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act
32.1	Certifications of the Chief Executive Officer Under Section 906 of the Sarbanes-Oxley Act
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Furnished electronically with this filing

16

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREENBOX POS LLC (Registrant)
Date: September 5, 2018	By:	/s/ Ben Errez
		Ben Errez
		Executive Vice President
		/s/ Fredi Nisan
		Fredi Nisan
		Chief Executive Officer

17

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Ben Errez, certify that:

1. I have reviewed this report on Form 10-Q of GreenBox POS LLC. (the “Registrant”);

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the registrant’s internal control over financial reporting; and;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Ben Errez
	Ben Errez Executive Vice President

September 5, 2018

I, Fredi Nisan, certify that:

1. I have reviewed this report on Form 10-Q of GreenBox POS LLC. (the “Registrant”);

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the registrant’s internal control over financial reporting; and;

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Fredi Nisan
	Fredi Nisan Chief Executive Officer

September 5, 2018

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the GreenBox POS LLC Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ben Errez, Executive Vice President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) Fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(2) The information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company.

By: 

/s/ Ben Errez                                          

Ben Errez

Executive Vice President

/s/ Fredi Nisan                                       

Fredi Nisan

Chief Executive Officer

September 5, 2018

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO ASAP EXPO, INC. AND WILL BE RETAINED BY ASAP EXPO, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Sep. 04, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	GreenBox POS, LLC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		158,890,363
Amendment Flag	false
Entity Central Index Key	0001419275
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2

XML

BALANCE SHEETS - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash of discontinued operations	$ 0	$ 90,282
Due from affiliated companies of discontinued operations	0	20,881
Total current assets of discontinued operations	0	111,163
Furniture and equipment of discontinued operations, net	0	78,763
Total Assets of Discontinued Operations	0	189,926
Current Liabilities
Accounts payable and accrued expenses of discontinued operations	0	342,924
Accrued officer expenses of discontinued operations	0	42,000
Auto loan of discontinued operations, current	0	4,003
Income tax payable of discontinued operations	259,717	84,684
Line of credit, officers of discontinued operations	0	212,140
Total Current Liabilities of Discontinued Operations	259,717	685,751
Long-Term Liabilities
Auto loan of discontinued operations, noncurrent	0	16,261
Equipment loan of discontinued operations, noncurrent	0	12,299
Total Long-Term Liabilities of Discontinued Operations	0	28,560
Total Liabilities	259,717	714,311
Stockholders’ Deficit
Preferred stock, 5,000,000 shares authorized; zero shares issued and outstanding	0	0
Common stock, $0.001 par value, 495,000,000 shares authorized, 158,890,363 and 14,445,363 shares issued and outstanding at June 30, 2018 and December 31, 2017	158,890	14,445
Additional paid in capital	4,731,083	(902,272)
Retained earnings	(5,149,690)	363,442
Total Stockholders’ Deficit	(259,717)	(524,385)
Total Liabilities and Stockholders’ Deficit	$ 0	$ 189,926

XML

BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	495,000,000	495,000,000
Common stock, shares issued	158,890,363	14,445,363
Common stock, shares outstanding	158,890,363	14,445,363

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenues	$ 0	$ 0	$ 0	$ 0
Cost of sales	0	0	0	0
Gross Profit	0	0	0	0
Net (loss) income from continuing operations	0	0	0	0
Net (loss) income from discontinued operations, net of income taxes	(5,638,604)	43,555	(5,513,132)	33,758
Net (loss) Income	$ (5,638,604)	$ 43,555	$ (5,513,132)	$ 33,758
Net income (loss) per common share
Income from continuing operations per basic and diluted common share (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Income from discontinued operations per basic and diluted common share (in Dollars per share)	(0.04)	0.00	(0.07)	0.00
Basic and diluted (in Dollars per share)	$ (0.04)	$ 0.00	$ (0.07)	$ 0.00
Basic and diluted (in Shares)	139,842,671	14,445,363	77,490,418	14,445,363

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating Activities:
Net Income (loss) from continuing operations	$ 0	$ 0
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Depreciation expense	0	0
Capital gain	0	0
Changes in operating assets and liabilities
Accounts receivable	0	0
Prepaid expenses and other current assets	0	0
Accounts payable and accrued expenses	0	0
Income tax payable	119,184	38,147
Net cash provided by (used in) operating activities - continuing operations	119,184	38,147
Net cash provided by (used in) operating activities - discontinued operations	84,058	28,680
Net cash provided by (used in) operating activities	203,242	66,827
Investing Activities:
Acquisitions of furniture and equipment	0	0
Due from affiliated companies	0	0
Net cash provided by (used in) investing activities - continuing operations	0	0
Net cash provided by (used in) investing activities - discontinued operations	(135,431)	(59,346)
Net cash used in investing activities	(135,431)	(59,346)
Financing Activities:
Payments on auto loan	0	0
Bank overdraft	0	0
Proceeds from borrowings on note payable from officers	0	0
Repayments of borrowings on note payable form officers	0	0
Net cash provided by (used in) financing activities – continuing operations	0	0
Net cash provided by (used in) financing activities – discontinued operations	(158,093)	(40,042)
Net cash provided by (used in) financing activities	(158,093)	(40,042)
Net increase (decrease) in cash	(90,282)	(32,561)
Cash, beginning of period	90,282	32,761
Cash, end of period	0	200
Cash paid during the period
Interest	0	439
Income taxes	0	800
Non-cash investing and financing activities
Vehicle purchased through auto loan	0	22,789
Conversion of Line of credit, officers to shares of common stock	$ 144,445	$ 0

XML

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

GreenBox POS LLC (“GreenBox” or the “Company”) was originally incorporated on April 10, 2007 under the laws of the State of Nevada as ASAP Expo, Inc. Prior to July 2011, the investment banking services division was the core business of ASAP Expo. ASAP Expo helped small and medium sized businesses raise funds and promote business through capital markets. In July 2011, ASAP Expo transitioned its core business to providing real estate advisory services from investment banking advisory services for Chinese companies and high net worth individuals.

On March 23, 2018, Frank Yuan, the controlling shareholder of ASAP Expo, Inc., entered into a stock purchase agreement whereby it sold 144,445,000 shares of ASAP Expo Inc.’s common stock to GreenBox POS LLC, a Washington limited liability company, representing 90% of ASAP Expo, Inc.’s issued and outstanding common stock. Pursuant to this transaction, on April 12, 2018, ASAP Expo, Inc. entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc. in consideration of assumption of the entirety of its liabilities, and ceased any and all business operations.

The transaction contemplated in the March 23^rd stock purchase agreement was closed on May 3, 2018, and a change of control of ASAP Expo, Inc. was effected. Thereafter, the Company changed its name to “GreenBox POS LLC.” The Company currently has no operations.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Unaudited Interim Financial Information

These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

The balance sheets and certain comparative information as of December 31, 2017 are derived from the audited financial statements and related notes for the year ended December 31, 2017 (“2017 Annual Financial Statements”), included in the Company’s 2017 Annual Report on Form 10-K. These unaudited interim condensed financial statements should be read in conjunction with the 2017 Annual Financial Statements.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has cash equivalents of $0 and $90,282 as of June 30, 2018 and December 31, 2017, respectively.

GOING CONCERN

As shown in the accompanying financial statements and as discussed in Note 2, all assets and liabilities of the Company were acquired on April 12, 2018. As a result, all operations of the Company have been removed, raising substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, prepaid expenses and other receivables, accounts payable, accrued liabilities and due to/from affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments.

Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments.

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606.

Revenues are mainly consulting fees. The consulting fees are recognized when earned. Consulting fees from real estate advisory services that are subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable.

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

EARNINGS PER SHARE

A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three and six months ended June 30, 2018 and 2017, as there are no potential shares outstanding that would have a dilutive effect.

XML

NOTE 2 - DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2018

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 2 – DISCONTINUED OPERATIONS

On April 12, 2018, ASAP Property Holdings Inc. (“Holdings”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company, to acquire all the assets and all liabilities of the Company (the “Acquired Assets”).  On April 12, 2018, the Company completed the sale of its Acquired Assets in an asset purchase transaction (the “Transaction”) pursuant to the terms and conditions of the Purchase Agreement.

As a result of the consummation of the Purchase Agreement, on April 12, 2018, in consideration for the Acquired Assets, Holdings paid the Company $0 in cash and assumed $234,605 of liabilities in excess of assets. 

The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows:

Cash	$	77,292
Petty Cash		200
Other Receivables		30,790
Accounts Receivable from Affiliates		156,312
Fixed Assets		-
Accounts Payable		(218,195	)
Payroll & Payroll Tax		(68,801	)
Accrued Expenses		(91,224	)
Accrued Interest – Solar Equipment		(262	)
Other Accrued Interest		(35,432	)
Auto Loan		(4,034	)
Promissory Note		(54,048	)
Auto Loan		(14,905	)
Equipment Loan – Solar Equipment		(12,298	)
Total	$	(234,605	)

Losses from discontinued operations during the three and six months ended June 30, 2018 are $5,638,604 and $5,513,132 respectively.

Holdings agreed to assume responsibility for and fulfill the tax obligations of the Company. Holdings agrees to indemnify and hold harmless the Company for any liability, costs, and/or fees incurred due to Holdings’ failure to fulfill such obligations. Accrued income taxes of $259,717 are recorded as Income tax of discontinued operations payable on the balance sheets.

The Transaction has resulted in the removal of all operations in the Company. 

Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations that are disclosed in Statements of Operations for the three and six months ended June 30, 2018 and 2017.

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
Revenues
Consulting fees	$	95,290		$	460,300		$	428,334		$	829,800
Management Fee		-			24,000			255,161			43,200
Total revenues		95,290			484,300			683,495			873,000
Cost of Sales
Consulting expense		21,000			141,700			120,500			393,700
Total cost of sales		21,000			141,700			120,500			393,700
Gross Profit		74,290			342,600			562,995			479,300
Operating expenses:
General and administrative		118,923			256,086			422,929			392,542
Total operating expenses		118,923			256,086			422,929			392,542
Income from discontinued operations		(44,633	)		86,514			140,066			86,758
Other Income (Expense)
Net gain on asset purchase agreement		159,848			-			159,848			-
Gain on sale of fixed assets		-			5,277		̶				5,277
Loss on settlement of debt		(5,633,355	)		-			(5,633,355	)		-
Interest expense		(479	)		(10,089	)		(3,695	)		(19,330	)
Total other income (expense, net)		(5,473,986	)		(4,812	)		(5,477,202	)		(14,053	)
Income before income taxes		(5,518,619	)		81,702			(5,337,136	)		72,705
Income taxes provision		119,985			38,147			175,996			38,947
Net (loss) Income from Discontinued Operations	$	(5,638,604	)	$	43,555		$	(5,513,132	)	$	33,758

The following table summarizes the operating and investing cash flows of discontinued operations for the six months ended June 30, 2018 and 2017.

	Six Months Ended June 30
	2018			2017
Operating Activities:
Net Income (loss) from discontinued operations	$	(5,513,132	)	$	33,758
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense		4,004			5,092
Capital gain		-			(5,277	)
Assets distributed in asset purchase agreement, net		(159,848	)		-
Loss on settlement of debt		5,633,355			-
Conversion of line of credit to common stock		144,445			-
Changes in operating assets and liabilities
Accounts receivable		-			(6,000	)
Prepaid expenses and other current assets		(30,791	)		(50,000	)
Accounts payable and accrued expenses		19,673			51,107
Accrued expenses – officer		(13,648	)		-
Income tax payable		119,184			38,147
Net cash provided by (used in) operating activities		203,242			66,827
Investing Activities:
Furniture and equipment sold in asset purchase agreement		(135,431	)		-
Acquisitions of furniture and equipment		-			(3,214	)
Due from affiliated companies		-			(56,132	)
Net cash used in investing activities		(135,431	)		(59,346	)
Financing Activities:
Payments on auto loan		-			(1,786	)
Bank overdraft		-			59,409
Proceeds from borrowings on note payable from officers		-			285,112
Repayments of borrowings on note payable form officers		(158,093	)		(382,777	)
Net cash provided by (used in) financing activities		(158,093	)		(40,042	)
Net increase (decrease) in cash		(90,282	)		(32,561	)
Cash, beginning of period		90,282			32,761
Cash, end of period	$	-		$	200
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	439
Income taxes	$	-		$	800
Non-cash investing and financing activities
Vehicle purchased through auto loan	$	-		$	22,789
Conversion of Line of credit, officers to shares of common stock	$	144,445		$	-

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NOTE 3 - PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 3 - PROPERTY AND EQUIPMENT

Equipment consists of the following:

	June 30,		December 31,
	2018		2017
Furniture & Fixtures	$	-	$	35,812
Office Equipment		-		10,510
Automobile		-		27,657
Leasehold Improvements		-		24,527
		-		98,506
Less: Accumulated Depreciation		-		(19,743	)
		-		78,763

Furniture and equipment were sold in the Transaction.

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NOTE 4 - RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 4 - RELATED PARTY TRANSACTIONS

At June 30, 2018 and December 31, 2017, GreenBox was owed $0 and $20,881 from affiliated companies in which GreenBox’s officers are also owners and officers. The advance has no written note, is non-interest bearing and payable on demand to the Company and expected to be paid within one year.

The Company had a revolving line of credit totaling $1,800,000 with Frank Yuan, CEO and Jerome Yuan, his son. The line of credit bore interest at 6% per annum and was due upon demand, as amended.  On December 31, 2014, the convertible note was amended to waive the right of conversion and was to be used as a line of credit. On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares. During the six months ended June 30, 2018 and 2017, the Company incurred interest expense totaling $3,333 and $18,842 in connection with the Line. The balance of the credit line as of June 30, 2018 was $0 and the accrued interest on the line of credit was $0. The balance of the credit line as of December 31, 2017 was $212,140 and the accrued interest was $32,100.

The son of the Company’s officer (“Son”) receives salary from the Company for work performed. During three months ended June 30, 2018 and 2017, the Son received salary of $20,000 and $40,000, respectively.

On April 12, 2018, the Company entered into an asset purchase agreement whereby it assigned the entirety of its assets to ASAP Property Holdings, Inc., an affiliated entity owned and operated by Frank Yuan, in consideration of assumption of the entirety of its liabilities.

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NOTE 5 - AUTO LOAN

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 5 - AUTO LOAN

In April 2017, the Company traded-in its old vehicle for a new vehicle with a financing agreement of $4,868 down and 2.39% interest, which was purchased in conjunction with the Transaction. As of June 30, 2018, there are no minimum payments or obligations due by the Company under the auto loan.

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NOTE 6 - EQUIPMENT LOAN

6 Months Ended

Jun. 30, 2018

Disclosure Text Block [Abstract]

Long-term Debt [Text Block]

NOTE 6 - EQUIPMENT LOAN

In September 2015, the Company installed a solar system on its leased office for $17,570 with a 30-year loan at 5.49% interest. Each payment date, the Company will pay at least the “Total Amount Due” that is displayed on the monthly bill. The Total Amount Due will be the sum of all past due amounts plus the “Current Monthly Payment” that will be displayed on the monthly bill. Current Monthly Payments will be calculated as follows: the amount of kWh produced for the preceding month by the system; multiplied by the applicable agreed Equivalent Rate per kWh. The “Equivalent Rate per kWh” is based upon 5 factors: 1) the loan balance (which includes any accrued interest); 2) the Loan Term; 3) the applicable APR; 4) the expected production of the system; and 5) 2.50 % kWh annual rate escalator. The expected production of the system is an estimate, the actual payments could be higher or lower depending on the actual production from the system. If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law. The equipment loan was acquired by Holdings in the Transaction. As of June 30, 2018, there are no estimated future Current Monthly Payments owed by the Company.

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NOTE 7 - INCOME TAXES

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 7 - INCOME TAXES

The income taxes provision for the six months ended June 30, 2018 consists of current income tax of $175,996.

Uncertain Tax Positions

Interest associated with unrecognized tax benefits is classified as income tax and penalties are included in selling, general and administrative expenses in the statements of operations and comprehensive income.

For the three and the six months ended June 30, 2018 and 2017, the Company had no unrecognized tax benefits and related interest and penalties expenses. The Company’s 2014, 2015, 2016 and 2017 tax years remain subject to examination by the U.S. tax authorities.

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NOTE 8 - SHAREHOLDERS' DEFICIT

6 Months Ended

Jun. 30, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 8 - SHAREHOLDERS’ DEFICIT

Common Stock

On July 29, 2017, the Board of Directors of the Company approved to increase the authorized shares of the Company to 500,000,000 (the “Increase”), with 495,000,000 shares being Common Stock and 5,000,000 shares being preferred stock, subject to Stockholder approval. The Majority Stockholder approved the Increase by written consent in lieu of a meeting on July 29, 2017. The increased number of authorized shares were retroactively presented on balance sheets.

On April 12, 2018, Frank Yuan converted $144,445 of the line of credit to 144,445,000 shares of the Company’s common stock at a price of $0.001 per share.  The total fair value of the 144,445,000 shares of common stock was $5,777,800. This resulted in a loss on the settlement of debt in the amount of $5,633,355.

At June 30, 2018 and December 31, 2017, the Company had 158,890,363 and 14,445,363 shares, respectively, issued and outstanding at par value $0.001 per share.

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NOTE 9 - SUBSEQUENT EVENT

6 Months Ended

Jun. 30, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 9 - SUBSEQUENT EVENT

In preparing the condensed consolidated financial statements as of and for the three and six months ended June 30, 2018, the Company has evaluated subsequent events for recognition and measurement purposes. The Company has concluded that the following events require disclosure in the accompanying consolidated financial statements:

Asset Purchase Agreement

On September 4, 2018, the Company came to a preliminary understanding with GreenBox POS LLC, a Washington limited liability company that is the majority shareholder of the Company, pursuant to which it will be assigned any and all assets related to its blockchain gateway and payment system business, point of sale system business, delivery business, kiosk business (collectively, the “Business”), and all intellectual property thereto in consideration of assuming any and all liabilities related to the Business. No agreement has been signed as of this date but the parties are endeavoring to finalize the transaction within thirty (30) days of September 4, 2018.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Unaudited Interim Financial Information

These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission that permit reduced disclosure for interim periods. Therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been made. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

The balance sheets and certain comparative information as of December 31, 2017 are derived from the audited financial statements and related notes for the year ended December 31, 2017 (“2017 Annual Financial Statements”), included in the Company’s 2017 Annual Report on Form 10-K. These unaudited interim condensed financial statements should be read in conjunction with the 2017 Annual Financial Statements.

Cash and Cash Equivalents, Policy [Policy Text Block]

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand, cash on deposit with banks, and highly liquid debt investments with a maturity of three months or less when purchased. The Company has cash equivalents of $0 and $90,282 as of June 30, 2018 and December 31, 2017, respectively.

Going Concern [Policy Text Block]

GOING CONCERN

As shown in the accompanying financial statements and as discussed in Note 2, all assets and liabilities of the Company were acquired on April 12, 2018. As a result, all operations of the Company have been removed, raising substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Fair Value of Financial Instruments, Policy [Policy Text Block]

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, prepaid expenses and other receivables, accounts payable, accrued liabilities and due to/from affiliated company. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to due to or from affiliated companies, notes payable to officers. The estimated fair value of cash, accounts payable and accrued liabilities, due to or from affiliated companies, and notes payable approximates its carrying amount due to the short maturity of these instruments.

Use of Estimates, Policy [Policy Text Block]

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition, Policy [Policy Text Block]

REVENUE RECOGNITION

Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which outlines the basic criteria that must be met to recognize revenue and provide guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with Securities and Exchange Commission. Management believes the Company’s revenue recognition policies conform to ASC 606.

Revenues are mainly consulting fees. The consulting fees are recognized when earned. Consulting fees from real estate advisory services that are subject to refund are recorded as deferred revenue until the project is completed and the fees are no longer refundable.

Income Tax, Policy [Policy Text Block]

INCOME TAXES

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Earnings Per Share, Policy [Policy Text Block]

EARNINGS PER SHARE

A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three and six months ended June 30, 2018 and 2017, as there are no potential shares outstanding that would have a dilutive effect.

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NOTE 2 - DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2018

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows:

Cash	$	77,292
Petty Cash		200
Other Receivables		30,790
Accounts Receivable from Affiliates		156,312
Fixed Assets		-
Accounts Payable		(218,195	)
Payroll & Payroll Tax		(68,801	)
Accrued Expenses		(91,224	)
Accrued Interest – Solar Equipment		(262	)
Other Accrued Interest		(35,432	)
Auto Loan		(4,034	)
Promissory Note		(54,048	)
Auto Loan		(14,905	)
Equipment Loan – Solar Equipment		(12,298	)
Total	$	(234,605	)

Disposal Groups, Including Discontinued Operations [Table Text Block]

	Three Months Ended June 30						Six Months Ended June 30
	2018			2017			2018			2017
Revenues
Consulting fees	$	95,290		$	460,300		$	428,334		$	829,800
Management Fee		-			24,000			255,161			43,200
Total revenues		95,290			484,300			683,495			873,000
Cost of Sales
Consulting expense		21,000			141,700			120,500			393,700
Total cost of sales		21,000			141,700			120,500			393,700
Gross Profit		74,290			342,600			562,995			479,300
Operating expenses:
General and administrative		118,923			256,086			422,929			392,542
Total operating expenses		118,923			256,086			422,929			392,542
Income from discontinued operations		(44,633	)		86,514			140,066			86,758
Other Income (Expense)
Net gain on asset purchase agreement		159,848			-			159,848			-
Gain on sale of fixed assets		-			5,277		̶				5,277
Loss on settlement of debt		(5,633,355	)		-			(5,633,355	)		-
Interest expense		(479	)		(10,089	)		(3,695	)		(19,330	)
Total other income (expense, net)		(5,473,986	)		(4,812	)		(5,477,202	)		(14,053	)
Income before income taxes		(5,518,619	)		81,702			(5,337,136	)		72,705
Income taxes provision		119,985			38,147			175,996			38,947
Net (loss) Income from Discontinued Operations	$	(5,638,604	)	$	43,555		$	(5,513,132	)	$	33,758

	Six Months Ended June 30
	2018			2017
Operating Activities:
Net Income (loss) from discontinued operations	$	(5,513,132	)	$	33,758
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense		4,004			5,092
Capital gain		-			(5,277	)
Assets distributed in asset purchase agreement, net		(159,848	)		-
Loss on settlement of debt		5,633,355			-
Conversion of line of credit to common stock		144,445			-
Changes in operating assets and liabilities
Accounts receivable		-			(6,000	)
Prepaid expenses and other current assets		(30,791	)		(50,000	)
Accounts payable and accrued expenses		19,673			51,107
Accrued expenses – officer		(13,648	)		-
Income tax payable		119,184			38,147
Net cash provided by (used in) operating activities		203,242			66,827
Investing Activities:
Furniture and equipment sold in asset purchase agreement		(135,431	)		-
Acquisitions of furniture and equipment		-			(3,214	)
Due from affiliated companies		-			(56,132	)
Net cash used in investing activities		(135,431	)		(59,346	)
Financing Activities:
Payments on auto loan		-			(1,786	)
Bank overdraft		-			59,409
Proceeds from borrowings on note payable from officers		-			285,112
Repayments of borrowings on note payable form officers		(158,093	)		(382,777	)
Net cash provided by (used in) financing activities		(158,093	)		(40,042	)
Net increase (decrease) in cash		(90,282	)		(32,561	)
Cash, beginning of period		90,282			32,761
Cash, end of period	$	-		$	200
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	439
Income taxes	$	-		$	800
Non-cash investing and financing activities
Vehicle purchased through auto loan	$	-		$	22,789
Conversion of Line of credit, officers to shares of common stock	$	144,445		$	-

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NOTE 3 - PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Equipment consists of the following:

	June 30,		December 31,
	2018		2017
Furniture & Fixtures	$	-	$	35,812
Office Equipment		-		10,510
Automobile		-		27,657
Leasehold Improvements		-		24,527
		-		98,506
Less: Accumulated Depreciation		-		(19,743	)
		-		78,763

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 23, 2018	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Stock Issued During Period, Shares, Acquisitions (in Shares)	144,445,000
Equity Method Investment, Ownership Percentage	90.00%
Cash and Cash Equivalents, at Carrying Value		$ 0	$ 90,282	$ 200	$ 32,761

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NOTE 2 - DISCONTINUED OPERATIONS (Details) - USD ($)		3 Months Ended	6 Months Ended
	Apr. 12, 2018	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Payments to Acquire Businesses, Gross	$ 0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	$ 234,605
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax		$ 5,638,604	$ 5,513,132
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable, Current		$ 259,717	$ 259,717	$ 84,684

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NOTE 2 - DISCONTINUED OPERATIONS (Details) - Schedule of Business Acquisitions, by Acquisition - USD ($)	Jun. 30, 2018	Apr. 12, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Cash	$ 0		$ 90,282	$ 200	$ 32,761
Accrued Expenses	0		(42,000)
Auto Loan	0		(4,003)
Auto Loan	0		(16,261)
Equipment Loan – Solar Equipment	$ 0		$ (12,299)
ASAP Property Holdings [Member]
Business Acquisition [Line Items]
Cash		$ 77,292
Petty Cash		200
Other Receivables		30,790
Accounts Receivable from Affiliates		156,312
Fixed Assets		0
Accounts Payable		(218,195)
Payroll & Payroll Tax		(68,801)
Accrued Expenses		(91,224)
Accrued Interest – Solar Equipment		(262)
Other Accrued Interest		(35,432)
Auto Loan		(4,034)
Promissory Note		(54,048)
Auto Loan		(14,905)
Equipment Loan – Solar Equipment		(12,298)
Total		$ (234,605)

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NOTE 2 - DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - USD ($)		3 Months Ended		6 Months Ended
	Apr. 12, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenues
Revenues		$ 0	$ 0	$ 0	$ 0
Cost of Sales
Cost of sales		0	0	0	0
Gross Profit		0	0	0	0
Other Income (Expense)
Loss on settlement of debt	$ (5,633,355)
Net (loss) Income from Discontinued Operations		(5,638,604)	43,555	(5,513,132)	33,758
Operating Activities:
Net Income (loss) from discontinued operations		0	0	0	0
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense				0	0
Loss on settlement of debt	$ 5,633,355
Changes in operating assets and liabilities
Accounts receivable				0	0
Prepaid expenses and other current assets				0	0
Accrued expenses – officer				0	0
Income tax payable				119,184	38,147
Net cash provided by (used in) operating activities				203,242	66,827
Investing Activities:
Due from affiliated companies				0	0
Net cash used in investing activities				(135,431)	(59,346)
Financing Activities:
Net cash provided by (used in) financing activities				(158,093)	(40,042)
Net increase (decrease) in cash				(90,282)	(32,561)
Cash, beginning of period				90,282	32,761
Cash, end of period		0	200	0	200
Cash paid during the period
Interest				0	439
Non-cash investing and financing activities
Vehicle purchased through auto loan				0	22,789
Conversion of Line of credit, officers to shares of common stock				144,445	0
Discontinued Operations [Member]
Revenues
Revenues		95,290	484,300	683,495	873,000
Cost of Sales
Cost of sales		21,000	141,700	120,500	393,700
Gross Profit		74,290	342,600	562,995	479,300
General and administrative		118,923	256,086	422,929	392,542
Total operating expenses		118,923	256,086	422,929	392,542
Income from discontinued operations		(44,633)	86,514	140,066	86,758
Other Income (Expense)
Net gain on asset purchase agreement		159,848	0	159,848	0
Gain on sale of fixed assets		0	5,277	0	5,277
Loss on settlement of debt		(5,633,355)	0	(5,633,355)	0
Interest expense		(479)	(10,089)	(3,695)	(19,330)
Total other income (expense, net)		(5,473,986)	(4,812)	(5,477,202)	(14,053)
Income before income taxes		(5,518,619)	81,702	(5,337,136)	72,705
Income taxes provision		119,985	38,147	175,996	38,947
Net (loss) Income from Discontinued Operations		(5,638,604)	43,555	(5,513,132)	33,758
Operating Activities:
Net Income (loss) from discontinued operations				(5,513,132)	33,758
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense				4,004	5,092
Capital gain				0	(5,277)
Assets distributed in asset purchase agreement, net		(159,848)	0	(159,848)	0
Loss on settlement of debt		5,633,355	0	5,633,355	0
Conversion of line of credit to common stock				144,445	0
Changes in operating assets and liabilities
Accounts receivable				0	(6,000)
Prepaid expenses and other current assets				(30,791)	(50,000)
Accounts payable and accrued expenses				19,673	51,107
Accrued expenses – officer				(13,648)	0
Income tax payable				119,184	38,147
Net cash provided by (used in) operating activities				203,242	66,827
Investing Activities:
Furniture and equipment sold in asset purchase agreement				(135,431)	0
Acquisitions of furniture and equipment				0	(3,214)
Due from affiliated companies				0	(56,132)
Net cash used in investing activities				(135,431)	(59,346)
Financing Activities:
Payments on auto loan				0	(1,786)
Bank overdraft				0	59,409
Proceeds from borrowings on note payable from officers				0	285,112
Repayments of borrowings on note payable form officers				(158,093)	(382,777)
Net cash provided by (used in) financing activities				(158,093)	(40,042)
Net increase (decrease) in cash				(90,282)	(32,561)
Cash, beginning of period				90,282	32,761
Cash, end of period		0	200	0	200
Cash paid during the period
Interest				0	439
Income taxes				0	800
Non-cash investing and financing activities
Vehicle purchased through auto loan				0	22,789
Conversion of Line of credit, officers to shares of common stock				144,445	0
Discontinued Operations [Member] | Consulting Fees [Member]
Revenues
Revenues		95,290	460,300	428,334	829,800
Cost of Sales
Cost of sales		21,000	141,700	120,500	393,700
Discontinued Operations [Member] | Management Service [Member]
Revenues
Revenues		$ 0	$ 24,000	$ 255,161	$ 43,200

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NOTE 3 - PROPERTY AND EQUIPMENT (Details) - Schedule of Equipment - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross	$ 0	$ 98,506
Less: Accumulated depreciation	0	(19,743)
Property, Plant and Equipment, net	0	78,763
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross	0	35,812
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross	0	10,510
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross	0	27,657
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross	$ 0	$ 24,527

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NOTE 4 - RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended	6 Months Ended
	Apr. 12, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Sep. 30, 2015
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Due from Related Parties, Current		$ 0	$ 0		$ 20,881
Debt Instrument, Interest Rate, Stated Percentage						5.49%
Debt Conversion, Original Debt, Amount	$ 144,445
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	144,445,000
Chief Executive Officer [Member]
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity					$ 1,800,000
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Interest Expense, Related Party			3,333	$ 18,842
Long-term Line of Credit		0	0		$ 212,140
Interest Payable		0	$ 0		$ 32,100
Consulting Fees [Member] | Immediate Family Member of Management or Principal Owner [Member]
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party		$ 20,000		$ 40,000

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NOTE 5 - AUTO LOAN (Details) - USD ($)	1 Months Ended	6 Months Ended
	Apr. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2015
NOTE 5 - AUTO LOAN (Details) [Line Items]
Payments to Acquire Property, Plant, and Equipment		$ 0	$ 0
Debt Instrument, Interest Rate, Stated Percentage				5.49%
Notes Payable, Other Payables [Member] | Vehicles [Member]
NOTE 5 - AUTO LOAN (Details) [Line Items]
Payments to Acquire Property, Plant, and Equipment	$ 4,868
Debt Instrument, Interest Rate, Stated Percentage	2.39%

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NOTE 6 - EQUIPMENT LOAN (Details)	1 Months Ended
	Sep. 30, 2015 USD ($)
Disclosure Text Block [Abstract]
Debt Instrument, Face Amount	$ 17,570
Debt Instrument, Term	30 years
Debt Instrument, Interest Rate, Stated Percentage	5.49%
Debt Instrument, Description	If there is a remaining balance at the end of the loan term, the outstanding balance can be refinanced for an additional 12 months or for a term that is required by law.

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NOTE 7 - INCOME TAXES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Current Federal Tax Expense (Benefit)			$ 175,996
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	$ 0	$ 0	$ 0	$ 0

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NOTE 8 - SHAREHOLDERS' DEFICIT (Details) - USD ($)	Apr. 12, 2018	Jun. 30, 2018	Dec. 31, 2017	Jul. 29, 2017
Stockholders' Equity Note [Abstract]
Capital Units, Authorized				500,000,000
Common Stock, Shares Authorized		495,000,000	495,000,000	495,000,000
Preferred Stock, Shares Authorized		5,000,000	5,000,000	5,000,000
Debt Conversion, Original Debt, Amount (in Dollars)	$ 144,445
Debt Conversion, Converted Instrument, Shares Issued	144,445,000
Shares Issued, Price Per Share (in Dollars per share)	$ 0.001
Stock Issued During Period, Value, Other (in Dollars)	$ 5,777,800
Gain (Loss) on Extinguishment of Debt (in Dollars)	$ (5,633,355)
Common Stock, Shares, Issued		158,890,363	14,445,363
Common Stock, Shares, Outstanding		158,890,363	14,445,363
Common Stock, Par or Stated Value Per Share (in Dollars per share)		$ 0.001	$ 0.001