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 September 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)

2305 Historic Decatur Rd #100, San Diego, CA	92106
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (619) 930-5500

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 every Interactive Data File required to be submitted 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 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 company)	Smaller reporting 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 November 20, 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 September 30, 2018 and December 31, 2017 (unaudited)	3
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)	4
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (unaudited)	5
	Notes to (unaudited) Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	14
Item 3.	Controls and Procedures	16

PART II Other Information
Item 1.	Legal Proceedings	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17
Signatures		18

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GREENBOX POS LLC

BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2018			2017
ASSETS
Current Assets
Note receivable from affiliated company – in anticipation of merger		250,000			-
Interest receivable from affiliated company		2,731			-
Current assets of discontinued operations		-			111,163
Total current assets		252,731			111,163
Furniture and equipment of discontinued operations, net		-			78,763
Total Assets	$	252,731		$	189,926
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued interest payable	$	3,812		$	-
Convertible note payable, net of unamortized discount of $115,704 and $0 and unamortized loan origination costs of $3,523 and $0 at September 30, 2018 and December 31, 2018, respectively		134,748			-
Current Liabilities of Discontinued Operations		259,717			685,751
Total current liabilities		398,277			685,751
Long-Term Liabilities
Long-term liabilities of discontinued operations		-			28,560
Total Liabilities		398,277			714,311
Stockholders’ Deficit
Preferred stock, $0.01 par value, 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 September 30, 2018 and December 31, 2017		158,890			14,445
Additional paid in capital		4,867,314			(902,272	)
Retained earnings		(5,171,750	)		363,442
Total Stockholders’ Deficit		(145,546	)		(524,385	)
Total Liabilities and Stockholders’ Deficit	$	252,731		$	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 September 30,					Nine Months Ended September 30,
	2018			2017		2018			2017
Operating expenses	$	-		$	-	$	-		$	-
Other income (expense)
Interest income		2,731			-		2,731			-
Interest expense (including amortization of debt           discount of $20,527 and $20,527 respectively		(24,791	)		-		(24,791	)		-
Net (loss) income from continuing operations	$	(22,060	)	$	-	$	(22,060	)	$	-
Net (loss) income from discontinued operations, net of income taxes		-			22,155		(5,573,082	)		55,913
Net income (loss)	$	(22,060	)	$	22,155	$	(5,595,142	)	$	55,913
Net income (loss) per basic and diluted common share
Continuing operations	$	(0.00	)	$	0.00	$	0.00		$	0.00
Discontinued operations		0.00			0.00		(0.05	)		0.00
	$	(0.00	)	$	0.00	$	(0.05	)	$	0.00
Weighted average common shares outstanding
Basic and diluted		158,890,363			14,445,363		104,921,901			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) 

	Nine Months Ended September 30,
	2018			2017
Operating Activities:
Net Income (loss) from continuing operations	$	(22,060	)	$	-
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Accretion of discount on convertible note payable		20,527			-
Amortization of debt issuance costs included in interest expense		452			-
Changes in operating assets and liabilities
Interest receivable from affiliated company		(2,731	)		-
Accrued interest payable		3,812			-
Net cash provided by (used in) operating activities - continuing operations		-			-
Net cash provided by (used in) operating activities - discontinued operations		92,464			194,177
Net cash provided by operating activities		92,464			194,177
Investing Activities:
Payment for note receivable in anticipation of merger		(250,000	)		-
Net cash provided by (used in) investing activities - continuing operations		(250,000	)		-
Net cash provided by (used in) investing activities - discontinued operations		(77,492	)		2,093
Net cash provided by (used in) investing activities		(327,492	)		2,093
Financing Activities:
Proceeds from borrowings on convertible note payable		253,000			-
Payments of loan origination fees		(3,000	)		-
Net cash provided by (used in) financing activities – continuing operations		250,000			-
Net cash provided by (used in) financing activities – discontinued operations		(14,972	)		(191,449	)
Net cash provided by (used in) financing activities		235,028			(191,449	)
Net increase (decrease) in cash		-			4,821
Cash, beginning of period		-			32,761
Cash, end of period	$	-		$	37,582
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	751
Income taxes	$	-		$	800
Non-cash investing and financing activities
Discount on convertible debt	$	136,231		$	-
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

SEPTEMBER 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. Operating results for the three and nine months ended September 30, 2018 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.

BASIS OF PRESENTATION

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

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 $0 as of September 30, 2018 and December 31, 2017, respectively.

6

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of accrued liabilities, notes receivable and amounts and due from an 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, which defines fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in 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.

CONVERTIBLE PROMISSORY NOTE

The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt.

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.

GOING CONCERN

As of September 30, 2018, the Company had no cash and a negative working capital of $145,546. As of September 30, 2018, the Company has not yet generated any revenues, and has incurred cumulative net losses of $5,595,142. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 

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.

7

As of September 30, 2018, the Company has not generated any revenues from continuing operations.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for nonpublic business entities fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, which provides clarity and guidance around which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. The adoption of this guidance will have no impact on our financial statements as the Company currently does not offer share-based payment.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 

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. 

8

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 nine months ended September 30, 2018 are $0 and $5,573,082 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 from the original Company. 

9

Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations related to the operations that were removed as a result of the Transaction with Holdings that are disclosed in Statements of Operations for the three and nine months ended September 30, 2018 and 2017.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018			2017
Revenues
Consulting fees	$	-	$	288,160		$	428,334		$	1,117,960
Management Fee		-		18,000			255,161			61,200
Total revenues		-		306,160			683,495			1,179,160
Cost of Sales
Consulting expense		-		42,400			120,500			436,100
Total cost of sales		-		42,400			120,500			436,100
Gross Profit		-		263,760			562,995			743,060
Operating expenses:
General and administrative		-		212,255			422,929			604,797
Total operating expenses		-		212,255			422,929			604,797
Income from discontinued operations		-		51,505			140,066			138,263
Other Income (Expense)
Net gain on asset purchase agreement		-		-			159,848			-
Gain on sale of fixed assets		-		-		̶				5,277
Loss on settlement of debt		-		-			(5,633,355	)		-
Interest expense		-		(7,407	)		(3,695	)		(26,737	)
Total other income (expense, net)		-		(7,407	)		(5,477,202	)		(21,460	)
Income before income taxes		-		44,098			(5,337,136	)		116,803
Income taxes provision		-		21,943			235,946			60,890
Net (loss) Income from Discontinued Operations	$	-	$	22,155		$	(5,573,082	)	$	55,913

10

The following table summarizes the operating and investing cash flows of discontinued operations related to the operations that were removed as a result of the Transaction with Holdings for the nine months ended September 30, 2018 and 2017.

	Nine Months Ended September 30,
	2018			2017
Operating Activities:
Net Income (loss) from discontinued operations	$	(5,573,082	)	$	55,913
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense		4,004			8,085
Gain on sale of fixed assets		-			(5,277	)
Assets distributed in asset purchase agreement, net		(159,848	)		-
Loss on settlement of debt		5,633,355			-
Changes in operating assets and liabilities
Accounts receivable		-			-
Due from affiliates		(135,431	)		-
Prepaid expenses and other current assets		(30,790	)		-
Accounts payable and accrued expenses		28,991			75,366
Income tax payable		234,983			60,090
Net cash provided by (used in) operating activities		2,182			194,177
Investing Activities:
Cash disbursed in conjunction with asset purchase agreement		(77,492	)		-
Acquisitions of furniture and equipment		-			(7,240	)
Payment from affiliated company		-			9,333
Net cash used in investing activities		(77,492	)		2,093
Financing Activities:
Payments on auto loan		(1,324	)		(2,766	)
Bank overdraft		-
Proceeds from borrowings on note payable from officers		-			324,508
Repayments of borrowings on note payable form officers		(13,648	)		(513,191	)
Net cash provided by (used in) financing activities		(14,972	)		(191,449	)
Net increase (decrease) in cash		(90,282	)		4,821
Cash, beginning of period		90,282			32,761
Cash, end of period	$	-		$	37,582
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	751
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		$	-

11

NOTE 3 – FIXED ASSETS

Equipment consists of the following:

	September 30,		December 31,
	2018		2017
Fixed assets of discontinued operations, net	$	-	$	78,763
		-		78,763
Less: Accumulated Depreciation		-		-
	$	-		78,763

NOTE 4 – RELATED PARTY TRANSACTIONS

At September 30, 2018 and December 31, 2017, GreenBox was owed $250,000 and $20,881 from affiliated companies in which GreenBox’s officers are also owners and officers.  

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 nine months ended September 30, 2018 and 2017, the Company incurred interest expense totaling $3,333 and $25,964 in connection with the Line. The balance of the credit line as of September 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”) received salary from the Company for work performed. During nine months ended September 30, 2018 and 2017, the Son received salary of $0 and $120,000, 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.

On August 7, 2018, in anticipation of a merger, the Company entered into a Promissory Note with GreenBox POS, LLC, a Washington Limited Liability Company (the “Washington LLC”), whereby the Washington LLC received $250,000 to be used to facilitate business operations in anticipation of transferring such operations from the Washington LLC to the Company and promised to pay the Company $250,000 plus interest at maturity (the “Note Receivable”). The Washington LLC is an affiliated company. The Note Receivable bears interest at a rate of 7.25% per annum and matures on February 28, 2019. As of September 30, 2018, the balance of the Note Receivable was $250,000 and the balance of interest receivable was $2,731. This is a related party loan from the Company to the Washington LLC in anticipation of the merger between the two entities

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 September 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 September 30, 2018, there are no estimated future Current Monthly Payments owed by the Company.

12

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On August 6, 2018, the Company issued a convertible preferred note for $253,000 (the “August 6th Note”). The August 6th Note incurs interest at 10% per year and the outstanding principal and accrued interest are due on August 6, 2019, the maturity date. The August 6th Note includes a conversion feature where, beginning 180 days after the issuance date, the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock determined by dividing the conversion amount by the conversion price. During the first 180 days, the Company is allowed to prepay the August 6th Note and all accrued interest in full by paying an increasing prepayment percentage, which starts at 110% of the outstanding principal and interest and increasing by 5% every 30 days (110% from 0-30 days, 115% from 31-60 days, 120% from 61-90 days, 125% from 91-120, 130% from 121-150 days, and 135% from 151-180 days). After this period, the Company is no longer allowed to prepay the August 6th Note and the conversion feature becomes active. The conversion price is determined by multiplying the market value of the Company’s common stock, as defined, by 65%. This represents a beneficial conversion feature that is not a derivative but must have its value recorded as a discount on the related August 6th Note. The value of the conversion feature was calculated using the intrinsic value method, whereby the amount of the discount was calculated as the difference between the conversion price and the market price of the underlying stock at the date of issuance multiplied by the number of shares issuable. The Company recognized a debt discount of $136,231 on the convertible promissory August 6th Note related to the beneficial conversion feature upon issuance, which is being amortized to interest expense over the one-year term of the August 6th Note. 

The Company paid $3,000 as loan origination fees on August 6, 2018 in obtaining the loan. The loan origination fee was recorded as deferred financing cost against the loan balance. For the three and nine months ended September 30, 2018, approximately $452 and $452 in deferred financing cost was amortized, respectively.

As of September 30, 2018, the principal balance of the August 6th Note was $253,000, the unamortized debt discount was $115,704, the unamortized deferred financing costs were $2,548 and accrued interest on the August 6th Note was $3,812. During the period ended September 30, 2018, the Company recognized $24,791 in interest expense related to the August 6th Note.

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. 

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

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued.

On September 20, 2018, the Company and the Washington LLC entered into a Definitive Material Agreement pursuant to which the Company will be assigned any and all assets related to the Washington LLC’s blockchain gateway and payment system business, point of sale system business, delivery business, kiosk business (collectively, the “Business”), and all intellectual property thereto owned by the Seller in consideration of assuming any and all liabilities incident to the operation of the Business that have been incurred in the normal course of business. The transfer has not been effected as of this date as the Company is currently accounting for the transaction.

On October 1, 2018, the Company issued a promissory note convertible into equity, pursuant to the above-referenced Securities Purchase Agreement with gross proceeds of $53,000. The note bears interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment.

13

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 in the annual report for the period ended December 31, 2017. The annual report for the period ended December 31, 2017 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”) efforts prior to April 12, 2018 were focused on our mission 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 April 12,2018, our group 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 were removed.

Subsequent to April 12, 2018, our efforts focused on building customized payment solutions to different industries. Based in California with offices in Seattle, Vancouver, and San Diego, our efforts focus on developing individual disruptive applications integrated in an end-to-end suite of financial products, beneficial to most industries as well as developing the required electronics modifications in partnership with different vendors to create Point of Sale (“POS”) machines as an upgrade offering from existing solutions, or for first time merchant scenarios, and also custom built blockchain KIOSK machines.

RESULTS OF OPERATIONS

Net Income

The Company recorded a net loss of $22,060 for the three months ended September 30, 2018 as compared to a net income of $22,155 for the same period last year. The decrease in net income was mainly due to the cessation of operations of the Company after consummation of the Transaction on April 12, 2018 and costs related to the execution of a convertible note payable in August 2018, which was partially offset by Other Income resulting from interest income earned on a note receivable from an affiliated company.

The Company recorded a net loss of $5,595,142 for the nine months ended September 30, 2018 as compared to a net income of $55,913 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

After the consummation of the transaction embodied in the Purchase Agreement dated September 20, 2018, the Company will have assumed substantially all of the assets and operations of the Washington LLC. Such transaction has not been consummated as the Company is currently accounting for the transaction. 

14

Liquidity and Capital Resources

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

	As of September 30, 2018			As of December 31, 2017
Current assets	$	252,731		$	-
Current liabilities		398,277			-
Working capital	$	(145,546	)	$	-

The following table shows cash flows for the periods presented:

	Nine Months Ended September 30,
	2018			2017
Net cash provided by (used in) operating activities	$	92,464		$	194,177
Net cash provided by (used in) investing activities		(327,492	)		2,093
Net cash provided by (used in) financing activities		235,028			(191,449	)
Net increase (decrease) in cash	$	-		$	4,821

Operating Activities

For the nine months ended September 30, 2018, net cash used in operating activities was $92,464, which was primarily due a net loss of $22,060 from continuing operations, adjusted by non-cash related expenses of amortization of the discount on the Company’s convertible note payable of $20,527, amortization of debt issuance costs of $452, increases in accrued interest expense of $3,812 and discontinued operations of $92,464, offset by an increase in accrued interest receivable from an affiliated company of $2,731. 

For the nine months ended September 30, 2017, net cash provided by operating activities of discontinued operations was $194,177. This was primarily due to a net income of discontinued operations of $55,913, adjusted by non-cash related expenses of depreciation of discontinued operations of $8,085 and non-cash capital gain of discontinued operations of $5,277, then increased by favorable changes in working capital of discontinued operations of $135,457. The favorable changes in working capital resulted from an increase in accounts payable and accrued expenses of discontinued operations of $75,366 and income tax payable of discontinued operations of $60,090.

Investing activities

For the nine months ended September 30, 2018, net cash used in investing activities was $327,492, resulting from a payment for note receivable in anticipation of merger for $250,000 and discontinued operations of $77,492.

For the nine months ended September 30, 2017, net cash provided by investing activities was $2,093. This was primarily due to payment from affiliated company of 9,333, offset by acquisitions of property and equipment of $7,240.

Financing activities

For the nine months ended September 30, 2018, net cash provided by financing activities was $235,028, which resulted from the issuance of a convertible note payable $253,000, offset by payments for loan origination fees of $3,000, and cash flows related to discontinued operations of $14,972.

For the nine months ended September 30, 2017, net cash used in financing activities was $191,449 which was mainly due to net repayment to note payable from officers of $188,683 and payments on auto loan of $2,766.

15

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.

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 Executive Vice President, 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 not 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 Executive Vice President 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.

16

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 September 30, 2018.

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

On August 6, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) with respect to the issuance of a promissory note convertible into equity issued on the same date with gross proceeds of $253,000 (the “August 6th Note”). The August 6th Note shall bear interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment. Power Up may elect to convert the August 6th Note at any time from 180 days from the date of issuance at a variable price of per share equal to 65% of the average of the 3 lowest trading prices in the 10 days prior to such conversion. The August 6th Note carries a pre-payment penalty if such note is paid off in 30, 60, 90, 120, 150, or 180 days following the issue date. The pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid interest multiplied by 110%, 115%, 120%, 125%, 130%, 135% respectively.

Pursuant to the Securities Purchase Agreement, Power Up was granted an option to invest up to $1,500,000 (inclusive of the amount provided pursuant to the August 6th Note) for 12 months from the date of the Securities Purchase Agreement under the terms and conditions of the Securities Purchase Agreement.

The issuance of the Note, and the issuance of the shares of the Company’s Common Stock upon conversion of the Note in connection with the financing are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering, including, but not limited to the exemption provided pursuant to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Act for offers and sales of restricted securities in a private, non-public transaction to accredited investors, as defined in Rule 501 of Regulation D

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

17

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: November 21, 2018	By:	/s/ Ben Errez
		Ben Errez
		Executive Vice President
		/s/ Fredi Nisan
		Fredi Nisan
		Chief Executive Officer

18

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 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

November 21, 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 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

November 21, 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 September 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

November 21, 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 GREENBOX POS LLC AND WILL BE RETAINED BY GREENBOX POS LLC AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 20, 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 Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false

XML

BALANCE SHEETS - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Note receivable from affiliated company – in anticipation of merger	$ 250,000	$ 0
Interest receivable from affiliated company	2,731	0
Current assets of discontinued operations	0	111,163
Total current assets	252,731	111,163
Furniture and equipment of discontinued operations, net	0	78,763
Total Assets	252,731	189,926
Current Liabilities
Accrued interest payable	3,812	0
Convertible note payable, net of unamortized discount of $115,704 and $0 and unamortized loan origination costs of $3,523 and $0 at September 30, 2018 and December 31, 2018, respectively	134,748	0
Current Liabilities of Discontinued Operations	259,717	685,751
Total current liabilities	398,277	685,751
Long-Term Liabilities
Long-term liabilities of discontinued operations	0	28,560
Total Liabilities	398,277	714,311
Stockholders’ Deficit
Preferred stock, $0.01 par value, 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 September 30, 2018 and December 31, 2017	158,890	14,445
Additional paid in capital	4,867,314	(902,272)
Retained earnings	(5,171,750)	363,442
Total Stockholders’ Deficit	(145,546)	(524,385)
Total Liabilities and Stockholders’ Deficit	$ 252,731	$ 189,926

XML

BALANCE SHEETS (Parentheticals) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Convertible note payable, unamortized discount (in Dollars)	$ 115,704
Convertible note payable,unamortized loan origination costs (in Dollars)	$ 3,523
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		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses	$ 0	$ 0	$ 0	$ 0
Interest income	2,731	0	2,731	0
Interest expense (including amortization of debt discount of $20,527 and $20,527 respectively	(24,791)	0	(24,791)	0
Income before income taxes	(22,060)	0	(22,060)	0
Net (loss) income from discontinued operations, net of income taxes	0	22,155	(5,573,082)	55,913
Net income (loss)	$ (22,060)	$ 22,155	$ (5,595,142)	$ 55,913
Net income (loss) per basic and diluted common share
Continuing operations (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Discontinued operations (in Dollars per share)	0.00	0.00	(0.05)	0.00
(in Dollars per share)	$ 0.00	$ 0.00	$ (0.05)	$ 0.00
Basic and diluted (in Shares)	158,890,363	14,445,363	104,921,901	14,445,363

XML

CONDENSED STATEMENTS OF OPERATIONS (Parentheticals) - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Interest expense, amortization of debt discount	$ 0	$ 20,527	$ 20,527

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2017	Sep. 30, 2018
Operating Activities:
Net Income (loss) from continuing operations	$ 0	$ (22,060)
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:
Accretion of discount on convertible note payable	0	20,527
Amortization of debt issuance costs included in interest expense	0	452
Changes in operating assets and liabilities
Interest receivable from affiliated company	0	(2,731)
Accrued interest payable	0	3,812
Net cash provided by (used in) operating activities - continuing operations	0	0
Net cash provided by (used in) operating activities - discontinued operations	194,177	92,464
Net cash provided by operating activities	194,177	92,464
Investing Activities:
Payment for note receivable in anticipation of merger	0	(250,000)
Net cash provided by (used in) investing activities - continuing operations	0	(250,000)
Net cash provided by (used in) investing activities - discontinued operations	2,093	(77,492)
Net cash provided by (used in) investing activities	2,093	(327,492)
Financing Activities:
Proceeds from borrowings on convertible note payable	0	253,000
Payments of loan origination fees	0	(3,000)
Net cash provided by (used in) financing activities – continuing operations	0	250,000
Net cash provided by (used in) financing activities – discontinued operations	(191,449)	(14,972)
Net cash provided by (used in) financing activities	(191,449)	235,028
Net increase (decrease) in cash	4,821
Cash, beginning of period	32,761	0
Cash, end of period	37,582	0
Cash paid during the period
Interest	751	0
Income taxes	800	0
Non-cash investing and financing activities
Discount on convertible debt	0	136,231
Vehicle purchased through auto loan	22,789	0
Conversion of Line of credit, officers to shares of common stock	$ 0	$ 144,445

XML

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 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. Operating results for the three and nine months ended September 30, 2018 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.

BASIS OF PRESENTATION

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

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 $0 as of September 30, 2018 and December 31, 2017, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of accrued liabilities, notes receivable and amounts and due from an 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, which defines fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in 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.

CONVERTIBLE PROMISSORY NOTE

The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt.

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.

GOING CONCERN

As of September 30, 2018, the Company had no cash and a negative working capital of $145,546. As of September 30, 2018, the Company has not yet generated any revenues, and has incurred cumulative net losses of $5,595,142. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. 

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.

As of September 30, 2018, the Company has not generated any revenues from continuing operations.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for nonpublic business entities fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, which provides clarity and guidance around which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. The adoption of this guidance will have no impact on our financial statements as the Company currently does not offer share-based payment.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. 

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NOTE 2 - DISCONTINUED OPERATIONS

9 Months Ended

Sep. 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 nine months ended September 30, 2018 are $0 and $5,573,082 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 from the original Company. 

Below is a reconciliation of the major classes of line items constituting profit (loss) on discontinued operations related to the operations that were removed as a result of the Transaction with Holdings that are disclosed in Statements of Operations for the three and nine months ended September 30, 2018 and 2017.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018			2017
Revenues
Consulting fees	$	-	$	288,160		$	428,334		$	1,117,960
Management Fee		-		18,000			255,161			61,200
Total revenues		-		306,160			683,495			1,179,160
Cost of Sales
Consulting expense		-		42,400			120,500			436,100
Total cost of sales		-		42,400			120,500			436,100
Gross Profit		-		263,760			562,995			743,060
Operating expenses:
General and administrative		-		212,255			422,929			604,797
Total operating expenses		-		212,255			422,929			604,797
Income from discontinued operations		-		51,505			140,066			138,263
Other Income (Expense)
Net gain on asset purchase agreement		-		-			159,848			-
Gain on sale of fixed assets		-		-		̶				5,277
Loss on settlement of debt		-		-			(5,633,355	)		-
Interest expense		-		(7,407	)		(3,695	)		(26,737	)
Total other income (expense, net)		-		(7,407	)		(5,477,202	)		(21,460	)
Income before income taxes		-		44,098			(5,337,136	)		116,803
Income taxes provision		-		21,943			235,946			60,890
Net (loss) Income from Discontinued Operations	$	-	$	22,155		$	(5,573,082	)	$	55,913

The following table summarizes the operating and investing cash flows of discontinued operations related to the operations that were removed as a result of the Transaction with Holdings for the nine months ended September 30, 2018 and 2017.

	Nine Months Ended September 30,
	2018			2017
Operating Activities:
Net Income (loss) from discontinued operations	$	(5,573,082	)	$	55,913
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense		4,004			8,085
Gain on sale of fixed assets		-			(5,277	)
Assets distributed in asset purchase agreement, net		(159,848	)		-
Loss on settlement of debt		5,633,355			-
Changes in operating assets and liabilities
Accounts receivable		-			-
Due from affiliates		(135,431	)		-
Prepaid expenses and other current assets		(30,790	)		-
Accounts payable and accrued expenses		28,991			75,366
Income tax payable		234,983			60,090
Net cash provided by (used in) operating activities		2,182			194,177
Investing Activities:
Cash disbursed in conjunction with asset purchase agreement		(77,492	)		-
Acquisitions of furniture and equipment		-			(7,240	)
Payment from affiliated company		-			9,333
Net cash used in investing activities		(77,492	)		2,093
Financing Activities:
Payments on auto loan		(1,324	)		(2,766	)
Bank overdraft		-
Proceeds from borrowings on note payable from officers		-			324,508
Repayments of borrowings on note payable form officers		(13,648	)		(513,191	)
Net cash provided by (used in) financing activities		(14,972	)		(191,449	)
Net increase (decrease) in cash		(90,282	)		4,821
Cash, beginning of period		90,282			32,761
Cash, end of period	$	-		$	37,582
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	751
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 - FIXED ASSETS

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 3 – FIXED ASSETS

Equipment consists of the following:

	September 30,		December 31,
	2018		2017
Fixed assets of discontinued operations, net	$	-	$	78,763
		-		78,763
Less: Accumulated Depreciation		-		-
	$	-		78,763

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NOTE 4 - RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 4 – RELATED PARTY TRANSACTIONS

At September 30, 2018 and December 31, 2017, GreenBox was owed $250,000 and $20,881 from affiliated companies in which GreenBox’s officers are also owners and officers.  

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 nine months ended September 30, 2018 and 2017, the Company incurred interest expense totaling $3,333 and $25,964 in connection with the Line. The balance of the credit line as of September 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”) received salary from the Company for work performed. During nine months ended September 30, 2018 and 2017, the Son received salary of $0 and $120,000, 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.

On August 7, 2018, in anticipation of a merger, the Company entered into a Promissory Note with GreenBox POS, LLC, a Washington Limited Liability Company (the “Washington LLC”), whereby the Washington LLC received $250,000 to be used to facilitate business operations in anticipation of transferring such operations from the Washington LLC to the Company and promised to pay the Company $250,000 plus interest at maturity (the “Note Receivable”). The Washington LLC is an affiliated company. The Note Receivable bears interest at a rate of 7.25% per annum and matures on February 28, 2019. As of September 30, 2018, the balance of the Note Receivable was $250,000 and the balance of interest receivable was $2,731. This is a related party loan from the Company to the Washington LLC in anticipation of the merger between the two entities

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NOTE 5 - AUTO LOAN

9 Months Ended

Sep. 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 September 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

9 Months Ended

Sep. 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 September 30, 2018, there are no estimated future Current Monthly Payments owed by the Company.

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NOTE 7 - CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Short-term Debt [Text Block]

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On August 6, 2018, the Company issued a convertible preferred note for $253,000 (the “August 6th Note”). The August 6th Note incurs interest at 10% per year and the outstanding principal and accrued interest are due on August 6, 2019, the maturity date. The August 6th Note includes a conversion feature where, beginning 180 days after the issuance date, the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock determined by dividing the conversion amount by the conversion price. During the first 180 days, the Company is allowed to prepay the August 6th Note and all accrued interest in full by paying an increasing prepayment percentage, which starts at 110% of the outstanding principal and interest and increasing by 5% every 30 days (110% from 0-30 days, 115% from 31-60 days, 120% from 61-90 days, 125% from 91-120, 130% from 121-150 days, and 135% from 151-180 days). After this period, the Company is no longer allowed to prepay the August 6th Note and the conversion feature becomes active. The conversion price is determined by multiplying the market value of the Company’s common stock, as defined, by 65%. This represents a beneficial conversion feature that is not a derivative but must have its value recorded as a discount on the related August 6th Note. The value of the conversion feature was calculated using the intrinsic value method, whereby the amount of the discount was calculated as the difference between the conversion price and the market price of the underlying stock at the date of issuance multiplied by the number of shares issuable. The Company recognized a debt discount of $136,231 on the convertible promissory August 6th Note related to the beneficial conversion feature upon issuance, which is being amortized to interest expense over the one-year term of the August 6th Note. 

The Company paid $3,000 as loan origination fees on August 6, 2018 in obtaining the loan. The loan origination fee was recorded as deferred financing cost against the loan balance. For the three and nine months ended September 30, 2018, approximately $452 and $452 in deferred financing cost was amortized, respectively.

As of September 30, 2018, the principal balance of the August 6th Note was $253,000, the unamortized debt discount was $115,704, the unamortized deferred financing costs were $2,548 and accrued interest on the August 6th Note was $3,812. During the period ended September 30, 2018, the Company recognized $24,791 in interest expense related to the August 6th Note.

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NOTE 8 - SHAREHOLDERS' DEFICIT

9 Months Ended

Sep. 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. 

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

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NOTE 9 - SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued.

On September 20, 2018, the Company and the Washington LLC entered into a Definitive Material Agreement pursuant to which the Company will be assigned any and all assets related to the Washington LLC’s blockchain gateway and payment system business, point of sale system business, delivery business, kiosk business (collectively, the “Business”), and all intellectual property thereto owned by the Seller in consideration of assuming any and all liabilities incident to the operation of the Business that have been incurred in the normal course of business. The transfer has not been effected as of this date as the Company is currently accounting for the transaction.

On October 1, 2018, the Company issued a promissory note convertible into equity, pursuant to the above-referenced Securities Purchase Agreement with gross proceeds of $53,000. The note bears interest at a rate of 10% per annum until the same becomes due and payable, whether pursuant to the one-year term or upon acceleration or prepayment.

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Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 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. Operating results for the three and nine months ended September 30, 2018 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.

BASIS OF PRESENTATION

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

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 $0 as of September 30, 2018 and December 31, 2017, respectively.

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of accrued liabilities, notes receivable and amounts and due from an 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, which defines fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in 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.

Debt, Policy [Policy Text Block]

CONVERTIBLE PROMISSORY NOTE

The Company accounts for convertible promissory notes in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Income Statement. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument with an offset to additional paid-in capital and amortized to interest expense over the life of the debt.

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.

Going Concern [Policy Text Block]

GOING CONCERN

As of September 30, 2018, the Company had no cash and a negative working capital of $145,546. As of September 30, 2018, the Company has not yet generated any revenues, and has incurred cumulative net losses of $5,595,142. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

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.

As of September 30, 2018, the Company has not generated any revenues from continuing operations.

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.

New Accounting Pronouncements, Policy [Policy Text Block]

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for nonpublic business entities fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. The new standard is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting, which provides clarity and guidance around which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. The adoption of this guidance will have no impact on our financial statements as the Company currently does not offer share-based payment.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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NOTE 2 - DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2018

NOTE 2 - DISCONTINUED OPERATIONS (Tables) [Line Items]

Disposal Groups, Including Discontinued Operations [Table Text Block]

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018			2017
Revenues
Consulting fees	$	-	$	288,160		$	428,334		$	1,117,960
Management Fee		-		18,000			255,161			61,200
Total revenues		-		306,160			683,495			1,179,160
Cost of Sales
Consulting expense		-		42,400			120,500			436,100
Total cost of sales		-		42,400			120,500			436,100
Gross Profit		-		263,760			562,995			743,060
Operating expenses:
General and administrative		-		212,255			422,929			604,797
Total operating expenses		-		212,255			422,929			604,797
Income from discontinued operations		-		51,505			140,066			138,263
Other Income (Expense)
Net gain on asset purchase agreement		-		-			159,848			-
Gain on sale of fixed assets		-		-		̶				5,277
Loss on settlement of debt		-		-			(5,633,355	)		-
Interest expense		-		(7,407	)		(3,695	)		(26,737	)
Total other income (expense, net)		-		(7,407	)		(5,477,202	)		(21,460	)
Income before income taxes		-		44,098			(5,337,136	)		116,803
Income taxes provision		-		21,943			235,946			60,890
Net (loss) Income from Discontinued Operations	$	-	$	22,155		$	(5,573,082	)	$	55,913

	Nine Months Ended September 30,
	2018			2017
Operating Activities:
Net Income (loss) from discontinued operations	$	(5,573,082	)	$	55,913
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense		4,004			8,085
Gain on sale of fixed assets		-			(5,277	)
Assets distributed in asset purchase agreement, net		(159,848	)		-
Loss on settlement of debt		5,633,355			-
Changes in operating assets and liabilities
Accounts receivable		-			-
Due from affiliates		(135,431	)		-
Prepaid expenses and other current assets		(30,790	)		-
Accounts payable and accrued expenses		28,991			75,366
Income tax payable		234,983			60,090
Net cash provided by (used in) operating activities		2,182			194,177
Investing Activities:
Cash disbursed in conjunction with asset purchase agreement		(77,492	)		-
Acquisitions of furniture and equipment		-			(7,240	)
Payment from affiliated company		-			9,333
Net cash used in investing activities		(77,492	)		2,093
Financing Activities:
Payments on auto loan		(1,324	)		(2,766	)
Bank overdraft		-
Proceeds from borrowings on note payable from officers		-			324,508
Repayments of borrowings on note payable form officers		(13,648	)		(513,191	)
Net cash provided by (used in) financing activities		(14,972	)		(191,449	)
Net increase (decrease) in cash		(90,282	)		4,821
Cash, beginning of period		90,282			32,761
Cash, end of period	$	-		$	37,582
Supplemental disclosures of cash flow information:
Cash paid during the period
Interest	$	-		$	751
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		$	-

ASAP Property Holdings [Member]

NOTE 2 - DISCONTINUED OPERATIONS (Tables) [Line Items]

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	)

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NOTE 3 - FIXED ASSETS (Tables)

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Equipment consists of the following:

	September 30,		December 31,
	2018		2017
Fixed assets of discontinued operations, net	$	-	$	78,763
		-		78,763
Less: Accumulated Depreciation		-		-
	$	-		78,763

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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		3 Months Ended		9 Months Ended
	Mar. 23, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	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		$ 0			$ 37,582
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents						$ 0		$ 32,761
Working Capital (Deficit)				(145,546)
Net Income (Loss) Attributable to Parent		$ (22,060)	$ 22,155	$ (5,595,142)	$ 55,913

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NOTE 2 - DISCONTINUED OPERATIONS (Details) - USD ($)		3 Months Ended	9 Months Ended
	Apr. 12, 2018	Sep. 30, 2018	Sep. 30, 2018
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		$ 0	$ 5,573,082
Disposal Group, Including Discontinued Operation, Accrued Income Tax Payable, Current		$ 259,717	$ 259,717

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NOTE 2 - DISCONTINUED OPERATIONS (Details) - Schedule of Business Acquisitions, by Acquisition - ASAP Property Holdings [Member]	Apr. 12, 2018 USD ($)
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 - Discontinued Operations [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues
Revenues	$ 0	$ 306,160	$ 683,495	$ 1,179,160
Cost of Sales
Cost of sales	0	42,400	120,500	436,100
Gross Profit	0	263,760	562,995	743,060
General and administrative	0	212,255	422,929	604,797
Total operating expenses	0	212,255	422,929	604,797
Income from discontinued operations	0	51,505	140,066	138,263
Other Income (Expense)
Net gain on asset purchase agreement	0	0	159,848	0
Gain on sale of fixed assets	0	0	0	5,277
Loss on settlement of debt	0	0	(5,633,355)	0
Interest expense	0	(7,407)	(3,695)	(26,737)
Total other income (expense, net)	0	(7,407)	(5,477,202)	(21,460)
Income before income taxes	0	44,098	(5,337,136)	116,803
Income taxes provision		21,943	235,946	60,890
Net (loss) Income from Discontinued Operations		22,155	(5,573,082)	55,913
Operating Activities:
Net Income (loss) from discontinued operations			(5,573,082)	55,913
Adjustments to reconcile net income from discontinued operations to net cash provided by operating activities:
Depreciation expense			4,004	8,085
Gain on sale of fixed assets			0	(5,277)
Assets distributed in asset purchase agreement, net	0	0	(159,848)	0
Loss on settlement of debt	0	0	5,633,355	0
Changes in operating assets and liabilities
Accounts receivable			0
Due from affiliates			(135,431)	0
Prepaid expenses and other current assets			(30,790)
Accounts payable and accrued expenses			28,991	75,366
Income tax payable			234,983	60,090
Net cash provided by operating activities			2,182	194,177
Investing Activities:
Cash disbursed in conjunction with asset purchase agreement			(77,492)	0
Acquisitions of furniture and equipment			0	(7,240)
Payment from affiliated company			0	9,333
Net cash provided by (used in) investing activities			(77,492)	2,093
Financing Activities:
Payments on auto loan			(1,324)	(2,766)
Bank overdraft			0
Proceeds from borrowings on note payable from officers			0	324,508
Repayments of borrowings on note payable form officers			(13,648)	(513,191)
Net cash provided by (used in) financing activities			(14,972)	(191,449)
Net increase (decrease) in cash			(90,282)	4,821
Cash, beginning of period			90,282	32,761
Cash, end of period	0	37,582	0	37,582
Cash paid during the period
Interest			0	751
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
Consulting Fees [Member]
Revenues
Revenues	0	288,160	428,334	1,117,960
Cost of Sales
Cost of sales	0	42,400	120,500	436,100
Management Service [Member]
Revenues
Revenues	$ 0	$ 18,000	$ 255,161	$ 61,200

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NOTE 3 - FIXED ASSETS (Details) - Schedule of Equipment - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross	$ 0	$ 78,763
Less: Accumulated depreciation	0	0
Property, Plant and Equipment, net	0	78,763
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, gross	$ 0	$ 78,763

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NOTE 4 - RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended		9 Months Ended
	Apr. 12, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 20, 2018	Dec. 31, 2017	Sep. 30, 2015
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Due from Affiliate, Current		$ 250,000		$ 250,000			$ 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
Notes Receivable, Related Parties, Current		250,000		250,000			0
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	$ 25,964
Long-term Line of Credit		0		0			$ 212,140
Interest Payable		0		0			$ 32,100
Chief Executive Officer [Member] | Washington, LLC [Member]
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Notes Receivable, Related Parties, Current		2,731		2,731
Executive Vice President [Member] | Washington, LLC [Member]
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Notes Receivable, Related Parties, Current		250,000		$ 250,000		$ 0.0725
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		$ 0	$ 120,000

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NOTE 5 - AUTO LOAN (Details) - Notes Payable, Other Payables [Member] - Vehicles [Member]	1 Months Ended
	Apr. 30, 2017 USD ($)
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 - CONVERTIBLE NOTES PAYABLE (Details) - Convertible Debt [Member] - USD ($)		3 Months Ended	9 Months Ended
	Aug. 06, 2018	Sep. 30, 2018	Sep. 30, 2018
NOTE 7 - CONVERTIBLE NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount	$ 253,000	$ 253,000	$ 253,000
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Debt Instrument, Convertible, Terms of Conversion Feature	The August 6th Note includes a conversion feature where, beginning 180 days after the issuance date, the lender may convert all or a portion of the outstanding principal and accrued interest balance into shares of the Company’s common stock determined by dividing the conversion amount by the conversion price. During the first 180 days, the Company is allowed to prepay the August 6th Note and all accrued interest in full by paying an increasing prepayment percentage, which starts at 110% of the outstanding principal and interest and increasing by 5% every 30 days (110% from 0-30 days, 115% from 31-60 days, 120% from 61-90 days, 125% from 91-120, 130% from 121-150 days, and 135% from 151-180 days). After this period, the Company is no longer allowed to prepay the August 6th Note and the conversion feature becomes active. The conversion price is determined by multiplying the market value of the Company’s common stock, as defined, by 65%.
Debt Instrument, Convertible, Beneficial Conversion Feature	$ 136,231
Debt Issuance Costs, Gross	$ 3,000
Amortization of Debt Issuance Costs		452	452
Debt Instrument, Unamortized Discount		115,704	115,704
Unamortized Debt Issuance Expense		2,548	2,548
Interest Payable		$ 3,812	3,812
Interest Expense, Debt			$ 24,791

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NOTE 8 - SHAREHOLDERS' DEFICIT (Details) - USD ($)	Apr. 12, 2018	Sep. 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

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NOTE 9 - SUBSEQUENT EVENTS (Details) - Subsequent Event [Member]	Oct. 01, 2018 USD ($)
NOTE 9 - SUBSEQUENT EVENTS (Details) [Line Items]
Proceeds from Issuance of Debt	$ 53,000
Debt Instrument, Interest Rate, Stated Percentage	10.00%