Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Blue Line Protection Group, Inc. | |
Entity Central Index Key | 0001416697 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 623,417,372 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and equivalents | $ 29,272 | $ 15,862 |
Accounts receivable, net | 318,469 | 300,188 |
Prepaid expenses and deposits | 14,442 | 21,831 |
Total current assets | 362,183 | 337,881 |
Fixed assets: | ||
Right to use assets | 913,699 | |
Machinery and equipment, net | 449,763 | 393,289 |
Security Deposit | 42,158 | 38,958 |
Fixed assets of discontinued operations | 2,782 | 2,782 |
Total fixed assets | 1,408,402 | 435,029 |
Total assets | 1,770,585 | 772,910 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 886,218 | 813,683 |
Finance lease liabilities | 47,624 | |
Notes payable | 187,564 | 85,054 |
Notes payable - related parties | 705,847 | 707,847 |
Convertible notes payable, net of unamortized discount | 176,006 | 248,952 |
Convertible notes payable - related parties, net of unamortized discount | 1,821,507 | 1,475,068 |
Current portion of long-term debt | 4,310 | |
Current portion of capital lease obligations | 106,093 | 34,505 |
Current liabilities of discontinued operations | 1,334 | |
Derivative liabilities | 811,226 | 727,332 |
Total current liabilities | 4,742,085 | 4,098,085 |
Long-term liabilities: | ||
Finance lease liabilities | 59,087 | |
Long Term portion of capital lease obligations | 845,452 | 57,534 |
Long-term debt | 368 | |
Total current liabilities | 904,539 | 57,902 |
Total liabilities | 5,646,624 | 4,155,987 |
Stockholders' deficit: | ||
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 20,000 | 20,000 |
Common Stock, $0.001 par value, 1,400,000,000 shares authorized, 565,574,973 and 368,468,701 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 565,576 | 368,469 |
Common Stock, owed but not issued, 12,923 shares and 12,923 shares as of June 30, 2019 and December 31, 2018, respectively | 13 | 13 |
Additional paid-in capital | 7,350,095 | 7,107,400 |
Accumulated deficit | (11,811,723) | (10,878,959) |
Total stockholders' deficit | (3,876,039) | (3,383,077) |
Total liabilities and stockholders' deficit | $ 1,770,585 | $ 772,910 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 |
Common stock, shares issued | 565,574,973 | 368,468,701 |
Common stock, shares outstanding | 565,574,973 | 368,468,701 |
Common owed but not issued | 12,923 | 12,923 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,044,062 | $ 1,155,709 | $ 1,972,671 | $ 2,197,015 |
Cost of revenue | (527,687) | (653,714) | (1,057,804) | (1,424,885) |
Gross profit | 516,375 | 501,995 | 914,867 | 772,130 |
Operating expenses: | ||||
Advertising | 6,258 | 2,278 | 10,028 | 4,587 |
Depreciation | 33,400 | 14,124 | 64,482 | 27,360 |
General and administrative expenses | 521,116 | 528,468 | 1,080,548 | 985,068 |
Total expenses | 560,774 | 544,870 | 1,155,058 | 1,017,015 |
Operating loss | (44,399) | (42,875) | (240,191) | (244,885) |
Other income (expenses): | ||||
Loss on conversion | (52,461) | (52,461) | ||
Interest expense | (143,852) | (363,801) | (662,802) | (676,199) |
Gain / (Loss) on derivative securities | (123,216) | 2,692,024 | 22,690 | 1,088,318 |
Total other expenses | (319,529) | 2,328,223 | (692,573) | 412,119 |
Net income / (loss) | $ (363,928) | $ 2,285,348 | $ (932,764) | $ 167,234 |
NET INCOME (LOSS) PER COMMON SHARE OUTSTANDING | ||||
Basic | $ 0 | $ 0.02 | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
NET INCOME (LOSS) PER COMMON SHARE OUTSTANDING | ||||
Basic | 512,039,445 | 140,965,215 | 463,976,033 | 137,020,857 |
Diluted | 512,039,445 | 207,552,383 | 463,976,033 | 229,226,264 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Operating activities | |||
Net income / (loss) | $ (932,764) | $ 167,234 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 64,482 | 27,360 | |
Amortization of Options | 35,264 | ||
Amortization of discounts on notes payable | 419,323 | 520,933 | |
Loan extension fees | 75,000 | ||
Noncash operating lease expense | 168,542 | ||
Common stock issued for services | 31,917 | ||
Penalty interest | |||
Loss on derivative liability | 17,079 | ||
Change in fair value of derivative liabilities | (22,690) | (1,088,318) | |
Loss on conversion | 52,461 | ||
Convertible note for expenses paid on behalf on company | 30,217 | ||
Changes in operating assets and liabilities: | |||
(Increase) in accounts receivable | (18,281) | (54,120) | |
(Increase) / decrease in deposits and prepaid expenses | 7,389 | (68,961) | |
(Increase) in other assets | (3,200) | ||
Increase in accounts payable and accrued liabilities | 26,900 | (78,845) | |
Decrease in lease liability | (130,696) | ||
(Decrease) in long-term liabilities | (1,335) | ||
Net cash used in operating activities | (276,455) | (478,654) | |
Cash flows from investing activities | |||
Purchase of fixed assets | (86,602) | (26,621) | |
Net cash used in investing activities | (86,602) | (26,621) | |
Financing activities | |||
Cash overdraft | (1,765) | ||
Proceeds from notes payable - related party | 97,500 | 100,000 | |
Repayment of convertible notes payable | (75,000) | ||
Repayments from notes payable - related party | (49,500) | (134,000) | |
Proceeds from notes payable | 125,317 | ||
Repayment of notes payable | (21,850) | (35,782) | |
Proceeds from convertible notes payable - related party | 300,000 | 130,000 | |
Proceeds from convertible notes payable, net of original discount costs | 436,000 | ||
Net cash provided by financing activities | 376,467 | 494,453 | |
Net decrease in cash | 13,410 | (10,822) | |
Cash - beginning | 15,862 | 37,771 | $ 37,771 |
Cash - ending | 29,272 | 26,949 | $ 15,862 |
Supplemental disclosures of cash flow information: | |||
Interest paid | 5,418 | 75,899 | |
Income taxes paid | |||
Debt discount due to derivative liability | |||
Non-cash investing and financing activities: | |||
Debt discount due to derivative liability | 354,093 | 487,064 | |
Common stock issued for conversion of debt and interest | 122,753 | 357,178 | |
Derivative resolution | 264,588 | 501,012 | |
Fixed assets purchased with notes payable | 34,354 | ||
Adoption of lease standard ASC 842 | $ 1,082,241 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 20,000 | $ 128,348 | $ 5,417,266 | $ 13 | $ (9,626,224) | $ (4,060,597) |
Beginning balance, shares at Dec. 31, 2017 | 20,000,000 | 128,348,026 | ||||
Common stock issued for services | $ 1,000 | 30,917 | 31,917 | |||
Common stock issued for services, shares | 1,000,000 | |||||
Settlement of derivative liability | 501,012 | 501,012 | ||||
Amortization of employee stock options | 35,264 | 35,264 | ||||
Common stock issued for conversion of debt and accrued interest | $ 18,982 | 338,196 | 357,178 | |||
Common stock issued for conversion of debt and accrued interest, shares | 18,980,579 | |||||
Net income (loss) | 167,234 | 167,234 | ||||
Ending balance at Jun. 30, 2018 | $ 20,000 | $ 148,330 | 6,322,655 | 13 | (9,458,990) | (2,967,992) |
Ending balance, shares at Jun. 30, 2018 | 20,000,000 | 148,328,605 | ||||
Beginning balance at Dec. 31, 2017 | $ 20,000 | $ 128,348 | 5,417,266 | 13 | (9,626,224) | (4,060,597) |
Beginning balance, shares at Dec. 31, 2017 | 20,000,000 | 128,348,026 | ||||
Common stock issued for conversion of debt and accrued interest, shares | 239,120,675 | |||||
Ending balance at Dec. 31, 2018 | $ 20,000 | $ 368,469 | 7,107,400 | 13 | (10,878,959) | (3,383,077) |
Ending balance, shares at Dec. 31, 2018 | 20,000,000 | 368,468,701 | ||||
Settlement of derivative liability | 264,588 | 264,588 | ||||
Common stock issued for conversion of debt and accrued interest | $ 197,107 | (21,893) | 175,214 | |||
Common stock issued for conversion of debt and accrued interest, shares | 197,106,272 | |||||
Net income (loss) | (932,764) | (932,764) | ||||
Ending balance at Jun. 30, 2019 | $ 20,000 | $ 565,576 | $ 7,350,095 | $ 13 | $ (11,811,723) | $ (3,876,039) |
Ending balance, shares at Jun. 30, 2019 | 20,000,000 | 565,574,973 |
History and Organization of the
History and Organization of the Company | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure Text Block [Abstract] | |
History and Organization of the Company | Note 1 – History and organization of the company The Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc. The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share. On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 (“Blue Line Colorado”), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance and financial services to the lawful cannabis industry. On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. (“BLPG”) On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the authorized capital of the Company concurrently increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split. The Company provides armed protection, logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armored transportation service; security services, including shipment protection, money escorts, security monitoring, asset vaulting, VIP and dignitary protection, financial services, such as handling transportation and storage of currency; training; and compliance services. |
Accounting Policies and Procedu
Accounting Policies and Procedures | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Accounting Policies and Procedures | Note 2 – Accounting policies and procedures Interim financial statements The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, these statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Principles of consolidation For the years ended December 31, 2018 and 2017, the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.” Basis of presentation The financial statements present the balance sheets, statements of operations, stockholder’s equity (deficit) and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company has adopted December 31 as its fiscal year end. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2019 and December 31, 2018. Accounts receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. Allowance for uncollectible accounts The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at June 30, 2019 and December 31, 2018. Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Automotive Vehicles 5 years Furniture and Equipment 7 years Buildings and Improvements 15 years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as June 30, 2019 and December 31, 2018. Depreciation expense for the three and six months ended June 30, 2019 and 2018 totaled $33,400, $64,482 , $14,124 and $27,360, respectively. Impairment of long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of June 30, 2019 and December 31, 2018, the Company determined that none of its long-term assets were impaired. Concentration of business and credit risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits. The Company had three major customers which generated approximately 54% (21%, 15% and 14%) of total revenue in the six months ended June 30, 2019. The Company had three major customers which generated approximately 54% (26%, 15% and 13%) of total revenue in the six months ended June 30, 2018. Related party transactions FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2019 and December 31, 2018: June 30, 2019 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 808,290 $ - $ - $ 808,290 Warrant derivative liabilities $ 2,936 $ - $ - $ 2,936 Total $ 811,226 $ - $ - $ 811,226 December 31, 2018 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 716,080 $ - $ - $ 716,080 Warrant derivative liabilities $ 11,252 $ - $ - $ 11,252 Total $ 727,332 $ - $ - $ 727,332 The embedded conversion feature in the convertible debt instruments that the Company issued, that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 8). Revenue Recognition The Company recognizes revenue when delivery of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. We generate substantially all our revenue from providing services to customers. The Company recorded revenue with the 5 steps above have been completed. Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018. The Company adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards did not have an impact on the Company’s Statements of Operations in for the year ended December 31, 2018. In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed. Three months ended Revenue Breakdown By Streams 2019 2018 Service- Guards $ 290,152 $ 683,282 Services: Transport 328,091 208,921 Services: Currency Processing 418,987 239,027 Services: Compliance 6,105 22,167 Other 727 2,312 Total $ 1,044,062 $ 1,155,709 Six months ended Revenue Breakdown By Streams 2019 2018 Service- Guards $ 557,886 $ 1,348,107 Services: Transport 620,956 384,796 Services: Currency Processing 774,224 407,120 Services: Compliance 18,353 53,388 Other 1,252 3,604 Total $ 1,972,671 $ 2,197,015 Advertising costs The Company expenses all costs of advertising as incurred. There were $6,258 $10,028, $2,278 and $4,587 in advertising costs for the three and six months ended June 30, 2019 and 2018, respectively. General and administrative expenses The significant components of general and administrative expenses consist mainly of rent and compensation. Stock-based compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, “Equity-Based Payments to Non-Employees”, which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. Cost of Revenue The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically purposed for the benefit of the Company’s client. Basic and Diluted Earnings per share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. During the three and six months ended June 30, 2017 all common stock equivalents were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share (“EPS”) calculations for the three and six months June 30, 2018 and 2017. Three months ended Three months ended Six months ended Six months ended June 30, 2019 June 30, 2018 June 30, 2018 June 30, 2018 Numerator: Net income (loss) $ (288,928 ) $ 2,285,348 $ (857,764 ) $ 167,234 Less: Gain in fair value of derivative liabilities, net of interest expense for convertible notes - (2,762,722 ) - (1,049,419 ) Adjusted net income (loss) $ (288,928 ) $ (477,374 ) $ (857,764 ) $ (882,185 ) Denominator: Weighted-average shares of common stock 512,039,445 140,965,215 463,976,033 137,020,857 Dilutive effect of stock options - 136,592 - 2,986,214 Dilutive effect of convertible instruments - 66,450,576 - 89,219,193 Diluted weighted-average of common stock 512,039,445 207,552,383 463,976,033 229,226,264 Net loss per common share from: Basic $ (0.00 ) $ (0.00 ) $ 0.00 $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Dividends The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception. Income Taxes The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Recent Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” ASU 2016 - provides guidance regarding the classification of certain items within the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted On November 17, 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU No. 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017. This ASU will not have an impact on our results of operation, cash flows, other than presentation, or financial condition. The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a net loss for the three months ended June 30, 2019, accumulated deficit and had a working capital deficit as of June 30, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 – Commitments and contingencies Contingencies On November 6, 2015, Daniel Sullivan sent a wage claim demand. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. As of June 30, 2019 and December 31, 2018 the Company accrued a total of $88,968 contingent liabilities. If litigation is commenced the Company will attempt a reasonable out-of-court settlement and if such efforts are not successful, will defend the litigation. Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. If the alleged loan was actually made, the Company will seek an out-of-court settlement. As of June 30, 2019 and December 31, 2018 the Company accrued a total of $98,150. On April 14, 2016, the Company entered into an agreement with an unrelated third party to provide the Company with investor relations services. Upon signing the agreement, the Company paid the investor relations consultant $75,000 and agreed to issue the consultant 1,500,000 shares of its restricted common stock. The agreement requires the Company to pay the consultant an additional $75,000 prior to June 14, 2016. The Company cancelled the agreement and is of the opinion that the shares are not owed to the consultant. As of June 30, 2019 and December 31, 2018 there was no payable recorded. Finance leases On April 25, 2018, the Company recorded finance lease obligation for a leased a vehicle for $38,388. The Company made a down payment of $7,500 and agreed to make 36 monthly payment of $1,015.78 including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets On August 16, 2018, the Company recorded finance lease obligation for a leased a vehicle for $58,476. The Company made a down payment of $20,000 and an additional $10,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,265.30, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets On August 16, 2018, the Company recorded finance lease obligation for a leased a vehicle for $58,476. The Company made a down payment of $20,000 and an additional $10,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,265.30, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets On March 1, 2019, the Company recorded finance lease obligation for a leased a vehicle for $64,354. The Company made a down payment of $30,000 for delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,129.76, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets Future minimum lease payments: 2019 $ 47,624 2020 36,546 2021 20,281 2022 and thereafter 2,260 Total minimum lease payments $ 106,711 Operating Leases On October 27, 2016 the Company sold its building located at 5765 Logan Street Denver, Colorado to an unrelated third party for $1,400,000. The Company repaid the mortgage on the building in the amount of $677,681. After the sale, the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years, with the Company having the option to extend the term of the lease for two additional five year periods. The lease requires rental payments of $10,000 per month and will increase 2% annually. The Company paid a $30,000 deposit at the inception of the lease On May 29, 2018 the Company leased a building located at 4328 E. Magnolia Street Phoenix The lease is for an initial term of one years, with the Company having the option to extend the term of the lease for additional four year periods. The lease requires rental payments of $3,880 per month and will increase 2% annually. The Company paid a $4,369 deposit at the inception of the lease. On January 22, 2019 the Company leased a building located at 7490 Bridgewater Road, Huber Texas The lease is for an initial term of 63 months. The lease requires rental payments of $3,200 per month and will increase to $3,400 between months 28 through 63ly. The Company paid a $3,200 deposit at the inception of the lease The Company adopted ASC 842 and recorded right of use asset and operating lease liability of $1,082,241. The company used 12% as incremental borrowing rate as is the average interest rate of the company’s outstanding third party note. The lease agreement gives the Company the option to renew it for two additional 5 years but the Company did not consider it likely to exercise that option. Therefore the company did not include such amounts in its computations of the present value of remaining lease payment on adoption date. Supplemental balance sheet information related to leases was as follows: Operating Leases Classification June 30, 2019 Right-of-use assets Operating right of use assets $ 913,699 Current lease liabilities Current operating lease liabilities 106,093 Non-current lease liabilities Long-term operating lease liabilities 845,452 Total lease liabilities $ 951,545 Lease term and discount rate were as follows: June 30, 2019 Weighted average remaining lease term (years) 7.1 Weighted average discount rate 12 % The following summarizes lease expenses for the six months ended June 30, 2019: Finance lease expenses: Depreciation/amortization expense $ 103,789 Interest on lease liabilities 10,514 Finance lease expense $ 114,303 Supplemental disclosures of cash flow information related to leases were as follows: June 30, 2019 Cash paid for operating lease liabilities $ 130,696 Operating right of use assets obtained in exchange for operating lease liabilities $ 1,082,241 Maturities of lease liabilities were as follows as of June 30, 2019: Operating Leases Remainder of 2019 $ 106,093 2020 216,587 2021 222,067 2022 227,253 2023 194,601 2024 155,531 2025 141,302 2026 109,395 Total 1,372,829 Less: Imputed interest (421,284 ) Present value of lease liabilities $ 951,545 |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2019 | |
Fixed assets: | |
Fixed Assets | Note 5 – Fixed assets Machinery and equipment consisted of the following at: June 30, 2019 December 31, 2018 Automotive vehicles $ 381,844 $ 317,489 Furniture and equipment 85,435 85,435 Machinery and Equipment 135,706 115,335 Leasehold improvements 105,714 69,484 Fixed assets, total 708,699 587,743 Total : accumulated depreciation (258,936 ) (194,454 ) Fixed assets, net $ 449,763 $ 393,289 Total depreciation expenses for the three and six month ended June 30, 2019 and 2018 were $33,400 and $64,482, $14,124 and 27,360, respectively. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes payable Notes payable to non-related parties During February 2015, the Company borrowed $50,000 from a non-affiliated person. The loan is due and payable on demand with interest at 10% per annum. As of June 30, 2019 and December 31, 2018, the principal balance owed on this loan was $50,000 and $50,000, respectively. The note is currently past due. During April 2015, the Company borrowed $25,000 from a non-affiliated person. The loan is due and payable May 1, 2015 with interest at 6% per year and has a 5% per month penalty upon default. As of June 30, 2019 and December 31, 2018, the principal balance owed on this loan was $25,000 and $25,000, respectively. The note is currently past due. On January 5, 2016, the Company borrowed $10,000 from a non-affiliated person. The loan was due and payable on January 5, 2017 and bore interest at 5% per annum and has a 5% per month penalty upon default. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $10,000 and $10,000, respectively. The note is currently past due. On August 24, 2017 the Company signed a Merchant Agreement with a lender. Under the agreement the Company received $50,000 in exchange for rights to all customer receipts until the lender is paid $69,000 which is collected at the rate of $410.71 per day with 15% interest per year. The Company recorded a debt discount of $19,000, which was fully amortized as of December 31, 2018. The note was fully repaid as of December 31, 2018. On May 15, 2019 the Company entered in a 12% promissory loan with Helix Funding, LLC for the Principle amount of $100,000. The note matures on November 1, 2019. Convertible notes payable to non-related party On July 18, 2017 the Company borrowed $125,000 from an unrelated third party. The loan has a maturity date of April 30, 2018 and bears interest at the rate of 8% per year. The Company paid $3,000 of fees associated with the loan, during the year ended December 31, 2017. The Company had amortized $1,741 of the discount and the remaining discount of $1,259 was amortized during the year ended December 31, 2018. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. The Lender is entitled, at its option, at any time after January 14, 2018, (180 days from date of the note) to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. On January 14, 2018 the note became convertible note was discounted for a derivative (see note 8 for details) and the discount of $122,000 was being amortized over the life of the note using the effective interest method resulting in 122,000 of interest expense for the year ended December 31, 2018. During the year ended December 31, 2018, the principal of $125,000 and accrued interest of $5,000 were converted into a total of 4,558,402 shares of common stock. On August 24, 2017 the Company borrowed $58,500 from an unrelated third party. The Company paid $3,500 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt the Company amortized $1,618 as of December 31, 2017. During the year ended December 31, 2018 the remaining discount of $1,822 was fully amortized. The loan has a maturity date of May 30, 2018 and bears interest at the rate of 8% per year. On February 20, 2018 the note became convertible note was discounted for a derivative (see note 8 for details) and the discount of $55,000 was being amortized over the life of the note using the effective interest method resulting in $55,000 of interest expense for the year ended December 31, 2018. As during the year ended December 31, 2018 the principal of $58,500 and accrued interest of $2,340 were converted into a total of 3,342,857 shares of common stock. On October 18, 2017, the Company borrowed $150,000 from an unrelated third party. The Company paid $15,250 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt and was fully amortized as of December 31, 2018. The loan bears interest at a rate of 10% (default interest 24%) and has a maturity date of July 16, 2018. The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. During the year ended December 31, 2018 the Company paid $150,000 to extend the maturity date until May 11, 2019. During the six months ended June 30, the Company paid an $75,000 of extension fees. The note was discounted for a derivative (see note 8 for details) and the discount of $134,750 is being amortized over the life of the note using the effective interest method which was fully amortized as of December 31, 2018. During the six months ended June 30, 2019 the holder converted $8,580 of accrued interest into 26,000,000 shares of common stock resulting in a loss of $11,440. On October 19, 2017 the Company borrowed $73,000 from an unrelated third party. The Company paid $3,000 of fees associated with the loan, which was recorded as discount which was fully amortized as of December 31, 2018. During the year ended December 31, 2018, the Company paid $150,000 to extend the maturity date until May 11, 2019. The loan has a maturity date of July 30, 2018 and bears interest at the rate of 8% per year. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. The Lender is entitled, at its option, at any time after April 17, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. During the year ended December 31, 2018, the principal of $73,000 and accrued interest of $2,920 converted into a total of 3,836,781 shares of common stock. On November 24, 2017, the Company borrowed $75,000 from an unrelated third party. The Company paid $7,000 of fees associated with the loan which was fully amortized as of December 31, 2018. The note bears an interest rate of 12% (default interest lesser of 15% or maximum permitted by law) and matures on November 20, 2018. The conversion Feature Convertible immediately after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. The note was discounted for a derivative (see note 8 for details) and the discount of $68,000 was fully amortized as of December 31, 2018. During the year ended December 31, 2018, principal of $75,000 and fees of $4,500 were converted into a total of 28,252,481 shares of common stock. On December 15, 2017, the Company borrowed $63,000 from an unrelated third party. The Company paid $3,000 of fees associated with the loan, which was fully amortized as of December 31, 2018. The loan has a maturity date of September 15, 2018 and bears interest at the rate of 8% per year. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. The Lender is entitled, at its option, at any time after June 13, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the lowest 3 trading prices during the 10 days prior to conversion date. On June 13, 2018, the Company recorded a discount of $60,000 and recorded day one loss due to derivative of $9,528. During the year ended December 31, 2018 the discount was fully amortized. During the year ended December 31, 2018 the principal of $63,000 and accrued interest of $2,520 converted into a total of 4,682,540 shares of common stock. On January 2, 2018 the Company borrowed $30,000 from an unrelated third party. The Company paid $2,000 of fees associated with the loan and the Company amortized $1,989 as of December 31, 2018. The loan has a maturity date of January 2, 2019 and bears interest at the rate of 12% (default interest lesser of 15% or maximum permitted by law). The conversion Feature Convertible immediately after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. The note was discounted for a derivative (see note 8 for details) and the discount of $28,000 is being amortized over the life of the note using the effective interest method resulting in $27,847 of interest expense for the year ended December 31, 2018. On February 24, 2019 the remaining balance was of notes payable in the amount of $9,373, fees of $500 and accrued interest of $2,625 into were converted into 18,380,000 shares of common stock. During the three months ended March 31, 2019 the Company recorded amortization expense of $164. On January 25, 2018 the Company borrowed $150,000 from an unrelated third party. The Company paid $7,500 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt the Company amortized $6,986 as of December 31, 2018. The loan has a maturity date of January 25, 2019 and bears interest at the rate of 12% per year. If the loan is not paid when due, any unpaid amount will bear interest at 18% per year. The Lender is entitled, at its option, at any time after July 24, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 55% of the average of the lowest trading price for the 20 trading days immediately preceding the conversion date. On July 24, 2018, the Company recorded a discount of $142,500 and recorded day one loss due to derivative of $74,900 As during the year ended December 31, 2018 the principal of $85,149 converted into a total of 33,375,972 shares of common stock. During the six months ended June 30, 2019 the remaining balance of $64,851 and accrued interest was converted into a total of 104,466,021 shares of common stock. The Company also recorded amortization of debt discount (from derivative) of $132,740 during the year ended December 31, 2018. During the six months ended June 30, 2019 the Company recorded amortization expense of $9,863. The conversion resulted in a loss of $2,532. On February 13, 2018 the Company borrowed $128,000 from an unrelated third party. The Company paid $3,000 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt the Company amortized $3,000 as of December 31, 2018. The loan has a maturity date of November 30, 2018 and bears interest at the rate of 8% per year. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. The Lender is entitled, at its option, at any time after August 12, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. On August 12, 2018, the Company recorded a debt discount due to the derivative of $107,711. During the year ended December 31, 2018 the discount of $107,711 was fully amortized. During the year ended December 31, 2018 the principal of $128,000 and accrued interest of $5,120 converted into a total of 26,673,229 shares of common stock. On March 21, 2018, the Company borrowed $45,000 from an unrelated third party. The Company paid $4,500 of fees associated with the loan, and had amortized $3,514 of the costs as of December 31, 2018. The note bears an interest rate: 12% (default interest lesser of 15% or maximum permitted by law) and matures on March 21, 2019. The conversion Feature Convertible immediately after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. The note was discounted for a derivative (see note 8 for details) and the discount of $40,500 is being amortized over the life of the note using the effective interest method resulting in $31,623 of interest expense for the year ended December 31, 2018. During the six months ended June 30, 2019 $33,413 of principle and interest were converted into 66,640,250 shares of common stock resulting in a loss of $38,489. During the six months ended June 30, 2019 the Company recorded amortization expense of $9,863. At June 30, 2019 there is a balance remaining on the loan of $26,006. On April 11, 2018 the Company borrowed $103,000 from an unrelated third party. The Company paid $3,000 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt the Company amortized $3,000 as of December 31, 2018. The loan has a maturity date of January 30, 2019 and bears interest at the rate of 8% per year. If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. The Lender is entitled, at its option, at any time after October 8, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company’s common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. As during the year ended December 31, 2018, the principal of $103,000 and accrued interest of $4,120 converted into a total of 79,061,412 shares of common stock. The Company also recorded amortization of debt discount (from derivative) of $87,642 during the year ended December 31, 2018. During the six months ended June 30, 2019 the Company recorded amortization expense of $10,274. During the six months ended June 30, 2019, the Company recognized amortization expense of $1,511 from deferred financing cost and amortization expense of $18,790 of discount from derivative liabilities. During the six months ended June 30, 2018, the Company recognized amortization expense and deferred financing cost and amortization expense of $436,402 of discount from derivative liabilities. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Notes Payable - Related Parties | Note 7 – Notes payable – related parties On July 31, 2014, the Company borrowed $98,150 from an entity controlled by an officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of June 30 2019 and December 31, 2018, the principal balance owed on this loan is $98,150 and $98,150, respectively. As of December 31, 2014, a related party loaned the Company $10,000, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. During the year ended December 31, 2015 the Company borrowed an additional $20,000. As of June 30, 2019 and December 31, 2018, the principal balance owed on this loan was $30,000 and $30,000, respectively. As of December 31, 2014, a related party loaned the Company $180,121, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. The Company repaid $125,500 towards this note during 2015 and as of June 30, 2019 and December 31, 2018; the principal balance owed on this loan was $54,621 and $54,621, respectively. During 2015, the Company borrowed $43,575 from its former CFO and repaid $43,000 of the loan. The note is non-interest bearing, and due on demand. As of June 30, 2019 and December 31, 2018, the principal amount owed on this loan was $575. During October 2015, the Company borrowed $30,000 from an entity controlled by an officer of the Company. The loan is due and payable on demand and is non-interest bearing. During the year ended December 31, 2017, the Company repaid $251,363 and borrowed an additional $265,363 from the same related party. During the year ended December 31, 2018 the Company repaid $121,500 and borrowed an additional $184,500 from the same related party. During the six months ended June 30, 2019 the Company borrowed an additional $22,500 and repaid a total of $49,500. As of June 30, 2019 and December 31, 2018, the principal balance owed on this loan was $30,000 and $57,000, respectively. On July 7, 2016, the Company borrowed $73,000 from a related party. The loan was due and payable on July 7, 2017 and bore interest at 5% per annum. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $73,000 and $73,000, respectively. The holder of the note has agreed to extend the default date of the note to September 30, 2018. As of and June 30, 2019 and December 31, 2018 the note is currently in default. On August 8, 2016, the Company entered into a promissory note with Hypur Inc., a Nevada Corporation which is a related party pursuant to which the Company to borrow $52,000. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower The loan was due and payable on August 10, 2017 and bore interest at 18% per annum. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $52,000 and $52,000, respectively. The Note is currently in default at bears a default rate of interest of 24% per annum as part of the default terms of this note. On October 1, 2017, it was determined this note had derivative. Upon default, if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. The notes are in default as of June 30, 2019, but the holder has agreed to waive the 150% redemption price default term. On September 20, 2016, the Company borrowed $47,500 from Hypur Inc., which is a related party. The loan is due and payable on December 20, 2016 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $47,500 and $47,500, respectively. The loan is currently past due and in default. The Note is currently in default at bears a default rate of interest of 24% per annum as part of the default terms of this note. On October 1, 2017 it was determined this note had derivative. Upon default, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. The notes are in default as of June 30, 2019, but the holder has agreed to waive the 150% redemption price default term. On October 29, 2018, the Company borrowed $100,000 from Hypur Inc., which is a related party. The loan is due and payable on January 28, 2019 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $100,000 and $100,000, respectively. The note was discounted for a derivative (see note 8 for details) and the discount of $89,350 is being amortized over the life of the note using the effective interest method resulting in $89,350 of interest expense for the six months ended June 30, 2019. As of June 30, 2019 the note is currently in default. On November 21, 2018, the Company borrowed $70,000 from Hypur Inc., which is a related party. The loan is due and payable on February 19, 2019 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $70,000 and $70,000, respectively. The note was discounted for a derivative (see note 8 for details) and the discount of $55,830 is being amortized over the life of the note using the effective interest method resulting in $55,830 of interest expense for the six months ended June 30, 2019. As of June 30, 2019 the note is currently in default. On November 26, 2018, the Company borrowed $75,000 from Hypur Inc., which is a related party. The loan is due and payable on February 24, 2019 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $75,000 and $75.000, respectively. The note was discounted for a derivative (see note 8 for details) and the discount of $58,913 is being amortized over the life of the note using the effective interest method resulting in $58,913 of interest expense for the six months ended June 30, 2019. As of June 30, 2019 the Note is currently in default. On May 10, 2019, the Company borrowed $75,000 from Hypur Inc., which is a related party. The loan is due and payable on May 12, 2020 and bears interest at 18% per annum. If an Event of Default remains uncured after 30 days Holder has the option to convert the outstanding principal balance and any accrued but unpaid interest, into unrestricted $0.001 par value common stock of the Borrower. Upon default the note bears a default rate of interest of 24% per annum as part of the default terms of this note. The principal balance owed on this loan at June 30, 2019 was $75,000. Convertible notes payable to related party In November 2015, the Company entered into an arrangement with a related party, whereby the Company borrowed $25,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Company’s common stock at a per share conversion price equal to $0.025. The note was due on November 4, 2016. In December 2015 the lender loaned the Company an additional $20,000 with same terms except that it is payable upon demand. As of June 30, 2019 and December 31, 2018, the Company owed a total of $45,000 and $45,000, respectively. The holder of the note has agreed to extend the default date of the note to September 30, 2018. As of June 30, 2019 the note is currently in default. In July 2015, the Company entered into an arrangement with a related party, whereby the Company could borrow up to $500,000 in Convertible Notes. The Convertible Note bears interest at a rate of 5% per annum and payable quarterly in arrears and matures twelve months from the date of issuance, and is convertible into shares of the Company’s common stock at a per share conversion price equal to $0.025. Upon the occurrence and during the continuation of an event of default, the holder may require the Company to redeem all or any portion of this Note in cash at a price equal to 150% of the principal amount. During the year ended December 31, 2017, the Company borrowed an additional $110,000. As of June 30, 2019 and December 31, 2018, the Company owed a total of $500,000 and $500,000, respectively. Since the debt holder has not elect the right to require the Company to redeem the note at a price equal to 150% of the principal amount, the terms stated prior to maturity are still in effect. The holder has waived the default term and the note is not considered to be in default as of June 30, 2019. On September 1, 2016, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company to borrow $75,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $75,000 and $75,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2019, Hyper has waived the default provision. On October 14, 2016, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company to borrow $100,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $100,000 and $100,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2019, Hyper has waived the default provision. On March 7, 2017, the Company borrowed $100,000 from Hypur Ventures, L.P., a related party. The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.50 per share during any ten-day period. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $100,000 and $100,000 respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 60, 2019, Hyper has waived the default provision. On May 26, 2017, the Company borrowed $100,000 from CGDK, a related party. The loan is due 360 days from May 26, 2017 and bears interest at 5% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.025 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.25 per share during any ten-day period. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $100,000 and $100,000, respectively. As of June 30, 2019 and December 31, 2018 the note is currently in default. On July 13, 2017, the Company borrowed $150,000 from CGDK, a related party. The loan is due 360 days from July 13, 2017, and bears interest at 5% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.25 per share during any ten-day period. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 was $150,000. The conversion feature has been waved through October 15, 2019. As of June 30, 2019 and December 31, 2018, the note is currently in default. On April 13, 2018, the Company borrowed $130,000 from CGDK, a related party. The loan is due 360 days from April 13, 2018, bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.25 per share during any ten-day period. The Company recorded a discount of $101,272 due to derivative. The Company amortized $72,694 in debt discounts during the year ended December 31, 2018. The Company amortized $27,560 in debt discounts during the six months ended June 30, 2019. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 is $130,000 and $130,000, respectively. On June 14, 2018, the Company issued a $30,217 to CGDK, a related party, for previous expenses paid on behalf of the Company. The loan is due 360 days from June 18, 2018, bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.25 per share during any ten-day period. The Company recorded a debt discount of $10,292 due to derivative. During the year ended December 31, 2018 the Company amortized $5,639 of the discount. The Company amortized $3,697 in debt discounts during the six months ended June 30, 2019. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 is $30,217 and $30,217, respectively the note is currently in default. On July 2, 2018, the Company borrowed $150,000 from CGDK, a related party. The loan is due July 2, 2019 and bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.10 per share during any ten-day period or the trading volume of the Company’s common stock during these ten trading days was at least 2,500,000 shares. The Company recorded a debt discount of $19,779 due to derivative. During the year ended December 31, 2018 the Company amortized $9,862 of the discount. The Company amortized $7,390 in debt discounts during the six months ended June 30, 2019. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 is $150,000 and $150,000, respectively. On August 6, 2018, the Company borrowed $150,000 from CGDK, a related party. The loan is due July 2, 2019 and bears interest at 12% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.10 per share during any ten-day period or the trading volume of the Company’s common stock during these ten trading days was at least 2,500,000 shares. The Company recorded a debt discount of $20,095 due to derivative. During the year ended December 31, 2018 the Company amortized $8,093 of the discount. The Company amortized $7,793 in debt discounts during the six months ended June 30, 2019. The principal balance owed on this loan at June 30, 2019 and December 31, 2018 is $150,000 and $150,000, respectively. On January 18, 2019, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company to borrow $250,000. The loan was due 10 days from the date of issuance and bears interest at 18% per annum. The note is convertible into common stock at a price at the lower of $.0002 per share or 60% of the closing price of the common stock prior to conversion. Upon default, the note bears a default rate of interest of 24% per annum. The note was discounted for a derivative (see note 8 for details) and the discount of $167,079 is being amortized over the life of the note using the effective interest method resulting in $167,079 of interest expense for the six months ended June 30, 2019. As of June 30, 2019 the note is currently in default. On March 5, 2019, the Company entered into, an convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company to borrow $50,000. The loan was due 10 days from the date of issuance and bears interest at 18% per annum. The note is convertible into common stock at a price at the lower of $.0002 per share or 60% of the closing price of the common stock prior to conversion. Upon default, the note bears a default rate of interest of 24% per annum. As of June 30, 2019 the note is currently in default. The carrying amount of the convertible note, net of the unamortized debt discount, at June 30, 2019 and December 31, 2018 is $1,8821,507 and $1,475,068, respectively. Total unamortized at June 30, 2019 and December 31, 2018 is $8,710 and $55,149, respectively. On October 1, 2017, these notes were tainted by the variable conversion price notes and remained tainted as of March 31, 2019. The Company re-measured the fair value of derivative liabilities on June 30, 2019. See Note 8. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 8 – Derivative Liability The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability when the conversion option becomes effective. The derivative liability in connection with the conversion feature of the convertible debt is measured using, level 3 inputs. The change in the fair value of derivative liabilities is as follows: Balance - December 31, 2017 $ 1,879,930 Addition of new derivative as a derivative loss 448,579 Settlement of derivatives upon conversion (1,076,702 ) Debt discount from derivative liability 864,791 Loss on change in fair value of the derivative (1,389,266 ) Balance - December 31, 2018 $ 727,332 Debt discount from derivative liability 354,093 Settlement of derivatives upon conversion (264,588 ) Loss on change in fair value of the derivative (5,611 ) Balance – June 30, 2019 $ 811,226 The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: For the six Months Ended June 30, 2019 Year ended December 31, 2018 Expected term 0.01 – 2.18 years 0.02 – 2.69 years Expected average volatility 131.68% – 237.82 % 144.96% – 446.59 % Expected dividend yield - - Risk-free interest rate 1.75% – 2.44 % 2.25% – 2.66 % |
Long Term Notes Payable
Long Term Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Notes Payable | Note 9 – Long term notes payable On November 21, 2014, the Company purchased a vehicle for $20,827, net of discounts. The Company financed the $20,827 at an interest rate of 2.42% for five years, with a maturity date of December 5, 2019. As of June 30, 2019 and December 31, 2018 the total principal balance of the note is $2,564 and $4,678, respectively, of which $0 and $368 is considered a long-term liability and $2,564 and $4,310 is considered a current liability. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 10 – Stockholders’ equity The Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split. Common stock During the year ended December 31, 2017, the Company entered into a consulting agreement for business advisory services. The Company issued a total of 2,000,000 shares of common stock to the consultant for business advisory services valued at $46,583 the fair value measurement on the common stock, which was at service completion date. The certificate for 1,000,000 of these shares was issued during the year ended December 31, 2017. During the year ended December 31, 2018 the Company issued the remaining 1,000,000 shares and remeasured the fair value of those shares on the service completion date and recorded the remaining expense of $31,917. During the year ended December 31, 2018, the Company issued a total of 239,120,675 shares of common stock for the conversion of $769,199 of convertibles loans, accrued interest, and fees. During the six months ended June 30, 2019 the Company issued a total of 197,106,272 shares of common stock for the conversion of $122,753 of convertibles loans, accrued interest, and fees. The Company recorded on a loss on conversion of $52,461. Preferred stock On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for gross proceeds of $500,000. The shares of preferred stock are convertible into shares of the Company’s common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend. Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for net proceeds of $445,000, net of legal fees of $55,000. The shares of preferred stock are convertible into shares of the Company’s common stock. The preferred stock shall have such other rights, preferences and privileges to be set forth in a certificate of designation to be filed with the Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $0. The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company’s common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights. The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company’s common stock equals or exceeds $.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights. The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants. The preferred stock sold to Hypur Ventures will be subject to the terms and conditions of the Certificate of Designation, as well as further documentation to be drafted in accordance with the terms and conditions agreed upon between the Company and Hypur Ventures. |
Options and Warrants
Options and Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Options And Warrants - Schedule Of Warrants Outstanding And Exercisable Exercise Price Range | |
Options and Warrants | Note 11 – Options and warrants Options All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes-Merton option valuation model. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award. On December 28, 2016, the Company issued stock options to various offices and employees of the Company to purchase 7,950,000 shares of the Company’s common stock at an exercise price of $0.05 per share. The options vest immediately. The options carry a life of three years. During the year ended December 31, 2018 a total of 466,667 stock options were forfeited by various employees of the Company. The following is a summary of the Company’s stock option activity for the six months ended June 30, 2019 and the year ended December 31, 2018: Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2017 24,478,405 $ 0.11 Granted - $ - Expired (466,667 ) $ 0.11 Cancelled - $ - Outstanding at December 31, 2018 24,011,738 $ 0.11 Granted - $ - Expired - $ - Cancelled - $ Outstanding at June 30, 2019 24,011,738 $ 0.11 Options exercisable at December 31, 2018 24,011,738 $ 0.11 Options exercisable at June 30, 2019 24,011,738 $ 0.11 The following tables summarize information about stock options outstanding and exercisable at March 31, 2019 and December 31, 2018: OPTIONS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2019 Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.034 – 1.00 24,011,738 .80 $ 0.11 24,011,738 $ 0.11 OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2018 Range of Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.034 – 1.00 24,011,738 1.3 $ 0.11 24,011,738 $ 0.11 Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for three and six months ended June 30, 2019 and 2018 was $0, $0, $17,173 and $35,264, respectively. Warrants The following is a summary of the Company’s warrant activity for the years ended December 31, 2018 and the six months ended June 39, 2019: Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2018 10,000,000 $ 0.10 Granted - $ - Exercised - $ - Cancelled - $ - Outstanding at June 30, 2019 10,000,000 $ 0.10 Warrants exercisable at December 31, 2018 10,000,000 $ 0.10 Warrants exercisable at June 30, 2019 10,000,000 $ 0.10 The following tables summarize information about warrants outstanding and exercisable at June 30, 2019 and December 31, 2018: WARRANTS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2019 Range of Exercise Prices Number of Warrants Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.10 10,000,000 2.02 $ 0.10 10,000,000 $ 0.10 WARRANTS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2018 Range of Exercise Prices Number of Warrants Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.10 10,000,000 2.52 $ 0.10 10,000,000 $ 0.10 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Subsequent to June 30, 2019 a note holder converted $12,952 of accrued interest and fees into 57,842,400 shares of common stock. |
Accounting Policies and Proce_2
Accounting Policies and Procedures (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim financial statements The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, these statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2017 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
Principles of Consolidation | Principles of consolidation For the years ended December 31, 2018 and 2017, the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.” |
Basis of Presentation | Basis of presentation The financial statements present the balance sheets, statements of operations, stockholder’s equity (deficit) and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company has adopted December 31 as its fiscal year end. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and cash equivalents The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2019 and December 31, 2018. |
Accounts Receivable | Accounts receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. |
Allowance for Uncollectible Accounts | Allowance for uncollectible accounts The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at June 30, 2019 and December 31, 2018. |
Property and Equipment | Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Automotive Vehicles 5 years Furniture and Equipment 7 years Buildings and Improvements 15 years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as June 30, 2019 and December 31, 2018. Depreciation expense for the three and six months ended June 30, 2019 and 2018 totaled $33,400, $64,482 , $14,124 and $27,360, respectively. |
Impairment of Long-Lived Assets | Impairment of long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of June 30, 2019 and December 31, 2018, the Company determined that none of its long-term assets were impaired. |
Concentration of Business and Credit Risk | Concentration of business and credit risk The Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits. The Company had three major customers which generated approximately 54% (21%, 15% and 14%) of total revenue in the six months ended June 30, 2019. The Company had three major customers which generated approximately 54% (26%, 15% and 13%) of total revenue in the six months ended June 30, 2018. |
Related Party Transactions | Related party transactions FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. |
Fair Value of Financial Instruments | Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2019 and December 31, 2018: June 30, 2019 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 808,290 $ - $ - $ 808,290 Warrant derivative liabilities $ 2,936 $ - $ - $ 2,936 Total $ 811,226 $ - $ - $ 811,226 December 31, 2018 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 716,080 $ - $ - $ 716,080 Warrant derivative liabilities $ 11,252 $ - $ - $ 11,252 Total $ 727,332 $ - $ - $ 727,332 The embedded conversion feature in the convertible debt instruments that the Company issued, that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 8). |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when delivery of the promised goods or services is transferred to its customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. We generate substantially all our revenue from providing services to customers. The Company recorded revenue with the 5 steps above have been completed. Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018. The Company adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards did not have an impact on the Company’s Statements of Operations in for the year ended December 31, 2018. In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed. Three months ended Revenue Breakdown By Streams 2019 2018 Service- Guards $ 290,152 $ 683,282 Services: Transport 328,091 208,921 Services: Currency Processing 418,987 239,027 Services: Compliance 6,105 22,167 Other 727 2,312 Total $ 1,044,062 $ 1,155,709 Six months ended Revenue Breakdown By Streams 2019 2018 Service- Guards $ 557,886 $ 1,348,107 Services: Transport 620,956 384,796 Services: Currency Processing 774,224 407,120 Services: Compliance 18,353 53,388 Other 1,252 3,604 Total $ 1,972,671 $ 2,197,015 |
Advertising Costs | Advertising costs The Company expenses all costs of advertising as incurred. There were $6,258 $10,028, $2,278 and $4,587 in advertising costs for the three and six months ended June 30, 2019 and 2018, respectively. |
General and Administrative Expenses | General and administrative expenses The significant components of general and administrative expenses consist mainly of rent and compensation. |
Stock-Based Compensation | Stock-based compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, “Equity-Based Payments to Non-Employees”, which requires that such equity instruments are recorded at their fair value on the measurement date, with the measurement of such compensation being subject to periodic adjustment as the underlying equity instruments vest. |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically purposed for the benefit of the Company’s client. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings per share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. During the three and six months ended June 30, 2017 all common stock equivalents were excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share (“EPS”) calculations for the three and six months June 30, 2018 and 2017. Three months ended Three months ended Six months ended Six months ended June 30, 2019 June 30, 2018 June 30, 2018 June 30, 2018 Numerator: Net income (loss) $ (288,928 ) $ 2,285,348 $ (857,764 ) $ 167,234 Less: Gain in fair value of derivative liabilities, net of interest expense for convertible notes - (2,762,722 ) - (1,049,419 ) Adjusted net income (loss) $ (288,928 ) $ (477,374 ) $ (857,764 ) $ (882,185 ) Denominator: Weighted-average shares of common stock 512,039,445 140,965,215 463,976,033 137,020,857 Dilutive effect of stock options - 136,592 - 2,986,214 Dilutive effect of convertible instruments - 66,450,576 - 89,219,193 Diluted weighted-average of common stock 512,039,445 207,552,383 463,976,033 229,226,264 Net loss per common share from: Basic $ (0.00 ) $ (0.00 ) $ 0.00 $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Dividends | Dividends The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception. |
Income Taxes | Income Taxes The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. |
Recent Pronouncements | Recent Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” ASU 2016 - provides guidance regarding the classification of certain items within the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted On November 17, 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU No. 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017. This ASU will not have an impact on our results of operation, cash flows, other than presentation, or financial condition. The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Accounting Policies and Proce_3
Accounting Policies and Procedures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives for significant property and equipment categories are as follows: Automotive Vehicles 5 years Furniture and Equipment 7 years Buildings and Improvements 15 years |
Schedule of Fair Value of Liabilities Measured on Recurring Basis | The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2019 and December 31, 2018: June 30, 2019 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 808,290 $ - $ - $ 808,290 Warrant derivative liabilities $ 2,936 $ - $ - $ 2,936 Total $ 811,226 $ - $ - $ 811,226 December 31, 2018 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 716,080 $ - $ - $ 716,080 Warrant derivative liabilities $ 11,252 $ - $ - $ 11,252 Total $ 727,332 $ - $ - $ 727,332 |
Schedule of Revenue by Major Customers by Reporting Segments | In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed. Three months ended Revenue Breakdown By Streams 2019 2018 Service- Guards $ 290,152 $ 683,282 Services: Transport 328,091 208,921 Services: Currency Processing 418,987 239,027 Services: Compliance 6,105 22,167 Other 727 2,312 Total $ 1,044,062 $ 1,155,709 Six months ended Revenue Breakdown By Streams 2019 2018 Service- Guards $ 557,886 $ 1,348,107 Services: Transport 620,956 384,796 Services: Currency Processing 774,224 407,120 Services: Compliance 18,353 53,388 Other 1,252 3,604 Total $ 1,972,671 $ 2,197,015 |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share (“EPS”) calculations for the three and six months June 30, 2018 and 2017. Three months ended Three months ended Six months ended Six months ended June 30, 2019 June 30, 2018 June 30, 2018 June 30, 2018 Numerator: Net income (loss) $ (288,928 ) $ 2,285,348 $ (857,764 ) $ 167,234 Less: Gain in fair value of derivative liabilities, net of interest expense for convertible notes - (2,762,722 ) - (1,049,419 ) Adjusted net income (loss) $ (288,928 ) $ (477,374 ) $ (857,764 ) $ (882,185 ) Denominator: Weighted-average shares of common stock 512,039,445 140,965,215 463,976,033 137,020,857 Dilutive effect of stock options - 136,592 - 2,986,214 Dilutive effect of convertible instruments - 66,450,576 - 89,219,193 Diluted weighted-average of common stock 512,039,445 207,552,383 463,976,033 229,226,264 Net loss per common share from: Basic $ (0.00 ) $ (0.00 ) $ 0.00 $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Leases Payments | The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets Future minimum lease payments: 2019 $ 47,624 2020 36,546 2021 20,281 2022 and thereafter 2,260 Total minimum lease payments $ 106,711 |
Schedule of Operating Leases | Supplemental balance sheet information related to leases was as follows: Operating Leases Classification June 30, 2019 Right-of-use assets Operating right of use assets $ 913,699 Current lease liabilities Current operating lease liabilities 106,093 Non-current lease liabilities Long-term operating lease liabilities 845,452 Total lease liabilities $ 951,545 |
Summary of Operating Lease Liabilities | Lease term and discount rate were as follows: June 30, 2019 Weighted average remaining lease term (years) 7.1 Weighted average discount rate 12 % |
Summary of Lease Expenses | The following summarizes lease expenses for the six months ended June 30, 2019: Finance lease expenses: Depreciation/amortization expense $ 103,789 Interest on lease liabilities 10,514 Finance lease expense $ 114,303 |
Schedule of Cash Flow Information Related to Lease | Supplemental disclosures of cash flow information related to leases were as follows: June 30, 2019 Cash paid for operating lease liabilities $ 130,696 Operating right of use assets obtained in exchange for operating lease liabilities $ 1,082,241 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows as of June 30, 2019: Operating Leases Remainder of 2019 $ 106,093 2020 216,587 2021 222,067 2022 227,253 2023 194,601 2024 155,531 2025 141,302 2026 109,395 Total 1,372,829 Less: Imputed interest (421,284 ) Present value of lease liabilities $ 951,545 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fixed assets: | |
Schedule of Property, Plant and Equipment | Machinery and equipment consisted of the following at: June 30, 2019 December 31, 2018 Automotive vehicles $ 381,844 $ 317,489 Furniture and equipment 85,435 85,435 Machinery and Equipment 135,706 115,335 Leasehold improvements 105,714 69,484 Fixed assets, total 708,699 587,743 Total : accumulated depreciation (258,936 ) (194,454 ) Fixed assets, net $ 449,763 $ 393,289 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The change in the fair value of derivative liabilities is as follows: Balance - December 31, 2017 $ 1,879,930 Addition of new derivative as a derivative loss 448,579 Settlement of derivatives upon conversion (1,076,702 ) Debt discount from derivative liability 864,791 Loss on change in fair value of the derivative (1,389,266 ) Balance - December 31, 2018 $ 727,332 Debt discount from derivative liability 354,093 Settlement of derivatives upon conversion (264,588 ) Loss on change in fair value of the derivative (5,611 ) Balance – June 30, 2019 $ 811,226 |
Schedule of Derivative Instruments, Black-Scholes Option-pricing Model Inputs Used | The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: For the six Months Ended June 30, 2019 Year ended December 31, 2018 Expected term 0.01 – 2.18 years 0.02 – 2.69 years Expected average volatility 131.68% – 237.82 % 144.96% – 446.59 % Expected dividend yield - - Risk-free interest rate 1.75% – 2.44 % 2.25% – 2.66 % |
Options and Warrants (Tables)
Options and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Options And Warrants - Schedule Of Warrants Outstanding And Exercisable Exercise Price Range | |
Summary of Stock Option Activity | The following is a summary of the Company’s stock option activity for the six months ended June 30, 2019 and the year ended December 31, 2018: Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2017 24,478,405 $ 0.11 Granted - $ - Expired (466,667 ) $ 0.11 Cancelled - $ - Outstanding at December 31, 2018 24,011,738 $ 0.11 Granted - $ - Expired - $ - Cancelled - $ Outstanding at June 30, 2019 24,011,738 $ 0.11 Options exercisable at December 31, 2018 24,011,738 $ 0.11 Options exercisable at June 30, 2019 24,011,738 $ 0.11 |
Schedule of Stock Options Outstanding and Exercisable Exercise Price Range | The following tables summarize information about stock options outstanding and exercisable at March 31, 2019 and December 31, 2018: OPTIONS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2019 Range of Exercise Prices Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.034 – 1.00 24,011,738 .80 $ 0.11 24,011,738 $ 0.11 OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2018 Range of Number of Options Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.034 – 1.00 24,011,738 1.3 $ 0.11 24,011,738 $ 0.11 |
Summary of Warrants Activity | The following is a summary of the Company’s warrant activity for the years ended December 31, 2018 and the six months ended June 39, 2019: Number Of Shares Weighted-Average Exercise Price Outstanding at December 31, 2018 10,000,000 $ 0.10 Granted - $ - Exercised - $ - Cancelled - $ - Outstanding at June 30, 2019 10,000,000 $ 0.10 Warrants exercisable at December 31, 2018 10,000,000 $ 0.10 Warrants exercisable at June 30, 2019 10,000,000 $ 0.10 |
Schedule of Warrants Outstanding and Exercisable Exercise Price Range | The following tables summarize information about warrants outstanding and exercisable at June 30, 2019 and December 31, 2018: WARRANTS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2019 Range of Exercise Prices Number of Warrants Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.10 10,000,000 2.02 $ 0.10 10,000,000 $ 0.10 WARRANTS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2018 Range of Exercise Prices Number of Warrants Outstanding Weighted-Average Remaining Contractual Life in Years Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $ 0.10 10,000,000 2.52 $ 0.10 10,000,000 $ 0.10 |
History and Organization of t_2
History and Organization of the Company (Details Narrative) - $ / shares | May 06, 2014 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 11, 2006 |
Disclosure Text Block [Abstract] | ||||
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Equity stock split forward | The Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. |
Accounting Policies and Proce_4
Accounting Policies and Procedures (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Cash equivalents | |||||
Allowance for doubtful receivables | |||||
Impairment charges | |||||
Depreciation expense | 33,400 | $ 14,124 | 64,482 | 27,360 | |
Advertising costs | $ 6,258 | $ 2,278 | $ 10,028 | $ 4,587 | |
Revenue [Member] | Three Major Customers [Member] | |||||
Concentration credit risk, percentage | 54.00% | 54.00% | |||
Revenue [Member] | Customer One [Member] | |||||
Concentration credit risk, percentage | 21.00% | 26.00% | |||
Revenue [Member] | Customer Two [Member] | |||||
Concentration credit risk, percentage | 15.00% | 15.00% | |||
Revenue [Member] | Customer Three [Member] | |||||
Concentration credit risk, percentage | 14.00% | 13.00% |
Accounting Policies and Proce_5
Accounting Policies and Procedures - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Automotive Vehicles [Member] | |
Property and equipment, useful lives | 5 years |
Furniture and Equipment [Member] | |
Property and equipment, useful lives | 7 years |
Buildings and Improvements [Member] | |
Property and equipment, useful lives | 15 years |
Accounting Policies and Proce_6
Accounting Policies and Procedures - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Embedded conversion derivative liability | $ 808,290 | $ 716,080 |
Warrant derivative liabilities | 2,936 | 11,252 |
Total | 811,226 | 727,332 |
Level 1 [Member] | ||
Embedded conversion derivative liability | ||
Warrant derivative liabilities | ||
Total | ||
Level 2 [Member] | ||
Embedded conversion derivative liability | ||
Warrant derivative liabilities | ||
Total | ||
Level 3 [Member] | ||
Embedded conversion derivative liability | 808,290 | 716,080 |
Warrant derivative liabilities | 2,936 | 11,252 |
Total | $ 811,226 | $ 727,332 |
Accounting Policies and Proce_7
Accounting Policies and Procedures - Schedule of Revenue by Major Customers by Reporting Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total | $ 1,044,062 | $ 1,155,709 | $ 1,972,671 | $ 2,197,015 |
Guards [Member] | ||||
Total | 290,152 | 683,282 | 557,886 | 1,348,107 |
Transport [Member] | ||||
Total | 328,091 | 208,921 | 620,956 | 384,796 |
Currency Processing [Member] | ||||
Total | 418,987 | 239,027 | 774,224 | 407,120 |
Compliance [Member] | ||||
Total | 6,105 | 22,167 | 18,353 | 53,388 |
Other [Member] | ||||
Total | $ 727 | $ 2,312 | $ 1,252 | $ 3,604 |
Accounting Policies and Proce_8
Accounting Policies and Procedures - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Accounting Policies [Abstract] | ||||
Net income (loss) | $ (363,928) | $ 2,285,348 | $ (932,764) | $ 167,234 |
Less: Gain in fair value of derivative liabilities, net of interest expense for convertible notes | (2,762,722) | (1,049,419) | ||
Adjusted net income (loss) | $ (288,928) | $ (477,374) | $ (857,764) | $ (882,185) |
Weighted-average shares of common stock | 512,039,445 | 207,552,383 | 463,976,033 | 229,226,264 |
Dilutive effect of stock options | 136,592 | 2,986,214 | ||
Dilutive effect of convertible instruments | 66,450,576 | 89,219,193 | ||
Diluted weighted-average of common stock | 512,039,445 | 207,552,383 | 463,976,033 | 229,226,264 |
Net loss per common share from: Basic | $ 0 | $ 0.02 | $ 0 | $ 0 |
Net loss per common share from: Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 22, 2019 | Aug. 16, 2018 | May 29, 2018 | Apr. 25, 2018 | Oct. 27, 2016 | Jun. 14, 2016 | Apr. 14, 2016 | Nov. 06, 2015 | Mar. 01, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Operating lease | $ 130,696 | ||||||||||
Right of use of assets | 913,699 | ||||||||||
Operating lease liability | 951,545 | ||||||||||
Vehicle [Member] | |||||||||||
Operating lease | $ 58,476 | $ 38,388 | $ 64,354 | ||||||||
Operating lease down payment | $ 20,000 | $ 7,500 | $ 30,000 | ||||||||
Number of monthly payment | 36 months | 36 months | 36 months | ||||||||
Lease payment including sales tax | $ 1,265 | $ 1,016 | $ 1,130 | ||||||||
Lease description | The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets | The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets | The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets | ||||||||
Delivery fees, taxes and first payment | $ 10,000 | ||||||||||
Building [Member] | |||||||||||
Number of monthly payment | 63 months | 1 year | 10 years | ||||||||
Repayment of mortgage | $ 677,681 | ||||||||||
Operating lease, option to extend | The Company having the option to extend the term of the lease for additional four year periods. | The Company having the option to extend the term of the lease for two additional five year periods. | |||||||||
Operating leases, rent expense, net | $ 3,200 | $ 3,880 | $ 10,000 | ||||||||
Rent increase annually, percentage | 2.00% | 2.00% | |||||||||
Lease requires rental paid as deposit | 3,200 | $ 4,369 | $ 30,000 | ||||||||
Right of use of assets | 1,082,241 | ||||||||||
Operating lease liability | $ 1,082,241 | ||||||||||
Incremental borrowing rate | 12.00% | ||||||||||
Building [Member] | Maximum [Member] | 28 Through 63 Months [Member] | |||||||||||
Operating leases, rent expense, net | $ 3,400 | ||||||||||
Daniel Sullivan [Member] | Mile High Real Estate Group [Member] | |||||||||||
Contingent liabilities | 98,150 | 98,150 | |||||||||
Utilities for operating and building remodeling amount | $ 98,150 | ||||||||||
Unrelated Third Party [Member] | |||||||||||
Consultant fee | $ 75,000 | $ 75,000 | |||||||||
Number of restricted common stock issue | 1,500,000 | ||||||||||
Unrelated Third Party [Member] | Building [Member] | |||||||||||
Sale of building | $ 1,400,000 | ||||||||||
Independent Contractor Agreement [Member] | Daniel Sullivan [Member] | |||||||||||
Claim for unpaid wages | 8,055 | ||||||||||
Unreimbursed compensation | $ 154,409 | ||||||||||
Contingent liabilities | $ 88,968 | $ 88,968 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Operating Leases Payments (Details) | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 47,624 |
2020 | 36,546 |
2021 | 20,281 |
2022 and thereafter | 2,260 |
Total minimum lease payments | $ 106,711 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Leases (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Right-of-use assets | $ 913,699 | |
Total lease liabilities | 951,545 | |
Operating Right of Use Assets [Member] | ||
Right-of-use assets | 913,699 | |
Current Operating Lease Liabilities [Member] | ||
Current lease liabilities | 106,093 | |
Long-term Operating Lease Liabilities [Member] | ||
Non-current lease liabilities | $ 845,452 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Operating Lease Liabilities (Details) | Jun. 30, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted average remaining lease term (years) | 7 years 1 month 6 days |
Weighted average discount rate | 12.00% |
Commitments and Contingencies_5
Commitments and Contingencies - Summary of Lease Expenses (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Depreciation/amortization expense | $ 103,789 |
Interest on lease liabilities | 10,514 |
Finance lease expense | $ 114,303 |
Commitments and Contingencies_6
Commitments and Contingencies - Schedule of Cash Flow Information Related to Lease (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities | $ 130,696 |
Operating right of use assets obtained in exchange for operating lease liabilities | $ 1,082,241 |
Commitments and Contingencies_7
Commitments and Contingencies - Schedule of Maturities of Lease Liabilities (Details) | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2019 | $ 106,093 |
2020 | 216,587 |
2021 | 222,067 |
2022 | 227,253 |
2023 | 194,601 |
2024 | 155,531 |
2025 | 141,302 |
2026 | 1,093,395 |
Total | 1,372,829 |
Less: Imputed interest | (421,284) |
Present value of lease liabilities | $ 951,545 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fixed assets: | ||||
Depreciation expenses | $ 33,400 | $ 14,124 | $ 64,482 | $ 27,360 |
Fixed Assets - Schedule of Prop
Fixed Assets - Schedule of Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Fixed assets, total | $ 708,699 | $ 587,743 |
Total : accumulated depreciation | (258,936) | (194,454) |
Fixed assets, net | 449,763 | 393,289 |
Automotive Vehicles [Member] | ||
Fixed assets, total | 381,844 | 317,489 |
Furniture and Equipment [Member] | ||
Fixed assets, total | 85,435 | 85,435 |
Machinery and Equipment [Member] | ||
Fixed assets, total | 135,706 | 115,335 |
Leasehold Improvements [Member] | ||
Fixed assets, total | $ 105,714 | $ 69,484 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | May 15, 2019USD ($) | Feb. 24, 2019USD ($)shares | Jul. 24, 2018USD ($) | Jun. 13, 2018USD ($) | Apr. 11, 2018USD ($) | Mar. 21, 2018USD ($) | Feb. 20, 2018USD ($) | Feb. 13, 2018USD ($) | Jan. 25, 2018USD ($) | Jan. 14, 2018USD ($) | Jan. 02, 2018USD ($) | Dec. 15, 2017USD ($) | Nov. 24, 2017USD ($)Number | Oct. 19, 2017USD ($) | Oct. 18, 2017USD ($) | Aug. 24, 2017USD ($) | Jul. 18, 2017USD ($) | Jan. 05, 2016USD ($) | Apr. 30, 2015USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Aug. 12, 2018USD ($) | Feb. 28, 2015USD ($) | Nov. 21, 2014 |
Debt principal amount | $ 2,564 | $ 2,564 | $ 4,678 | |||||||||||||||||||||||||
Interest rate | 2.42% | |||||||||||||||||||||||||||
Amount received for exchange of rights | 97,500 | $ 100,000 | ||||||||||||||||||||||||||
Proceeds from notes payable | 125,317 | |||||||||||||||||||||||||||
Amortization of debt discount | 18,790 | |||||||||||||||||||||||||||
Change in fair value of derivative liabilities | (123,216) | $ 2,692,024 | 22,690 | 1,088,318 | ||||||||||||||||||||||||
Amortization expense | 35,264 | |||||||||||||||||||||||||||
Amortization expenses from deferred financing cost | 1,511 | $ 436,402 | ||||||||||||||||||||||||||
Helix Funding, LLC [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | |||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||
Debt due date | Nov. 1, 2019 | |||||||||||||||||||||||||||
Non-Related Parties [Member] | Notes Payable [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 50,000 | |||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Notes payable | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||
Non-Related Parties [Member] | Notes Payable One [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | |||||||||||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||||||||||||
Notes payable | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||||
Debt due date | May 1, 2015 | |||||||||||||||||||||||||||
Debt default penalty percentage | 5.00% | |||||||||||||||||||||||||||
Non-Related Parties [Member] | Notes Payable Two [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 10,000 | |||||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||||||
Notes payable | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||
Debt due date | Jan. 5, 2017 | |||||||||||||||||||||||||||
Debt default penalty percentage | 5.00% | |||||||||||||||||||||||||||
Lender [Member] | Notes Payable Three [Member] | Merchant Agreement [Member] | ||||||||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||||||
Amount received for exchange of rights | $ 50,000 | |||||||||||||||||||||||||||
Payment of debt | 69,000 | |||||||||||||||||||||||||||
Debt collected rate per day | $ 411 | |||||||||||||||||||||||||||
Exchange rights description | On August 24, 2017 the Company signed a Merchant Agreement with a lender. Under the agreement the Company received $50,000 in exchange for rights to all customer receipts until the lender is paid $69,000 which is collected at the rate of $410.71 per day with 15% interest per year. | |||||||||||||||||||||||||||
Debt discount | $ 19,000 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 125,000 | 125,000 | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||
Debt due date | Apr. 30, 2018 | |||||||||||||||||||||||||||
Debt fee | $ 3,000 | |||||||||||||||||||||||||||
Amortization of debt discount | $ 122,000 | $ 1,741 | 1,259 | |||||||||||||||||||||||||
Debt interest rate description | If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. | |||||||||||||||||||||||||||
Debt convertible, terms | The Lender is entitled, at its option, at any time after January 14, 2018, (180 days from date of the note) to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. | |||||||||||||||||||||||||||
Interest expense | 122,000 | |||||||||||||||||||||||||||
Accrued interest | $ 5,000 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 4,558,402 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable One [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 58,500 | $ 58,500 | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||
Debt due date | May 30, 2018 | May 11, 2019 | ||||||||||||||||||||||||||
Debt discount | $ 3,500 | |||||||||||||||||||||||||||
Amortization of debt discount | $ 55,000 | $ 1,822 | $ 1,618 | |||||||||||||||||||||||||
Interest expense | 55,000 | |||||||||||||||||||||||||||
Accrued interest | $ 2,340 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 3,342,857 | |||||||||||||||||||||||||||
Payment for renewal of debt | $ 150,000 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Two [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 150,000 | |||||||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||||||
Debt due date | Jul. 16, 2018 | |||||||||||||||||||||||||||
Debt discount | $ 15,250 | |||||||||||||||||||||||||||
Amortization of debt discount | $ 134,750 | |||||||||||||||||||||||||||
Debt convertible, terms | The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder's consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. | |||||||||||||||||||||||||||
Accrued interest | 8,580 | $ 8,580 | ||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 26,000,000 | |||||||||||||||||||||||||||
Debt default interest | 24.00% | |||||||||||||||||||||||||||
Extension fees | $ 75,000 | |||||||||||||||||||||||||||
Loss on debt instrument | 11,440 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Three [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 73,000 | |||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||
Notes payable | 73,000 | |||||||||||||||||||||||||||
Debt due date | Jul. 30, 2018 | |||||||||||||||||||||||||||
Debt discount | $ 3,000 | |||||||||||||||||||||||||||
Debt interest rate description | If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. | |||||||||||||||||||||||||||
Debt convertible, terms | The Lender is entitled, at its option, at any time after April 17, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. | |||||||||||||||||||||||||||
Accrued interest | $ 2,920 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 3,836,781 | |||||||||||||||||||||||||||
Payment for renewal of debt | $ 150,000 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Four [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 75,000 | $ 75,000 | ||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||
Debt due date | Nov. 20, 2018 | |||||||||||||||||||||||||||
Debt fee | $ 7,000 | 4,500 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 68,000 | |||||||||||||||||||||||||||
Debt convertible, terms | The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 28,252,481 | |||||||||||||||||||||||||||
Lowest trading price percentage | 55.00% | |||||||||||||||||||||||||||
Trading days | Number | 25 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Five [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 63,000 | $ 63,000 | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||
Debt due date | Sep. 15, 2018 | |||||||||||||||||||||||||||
Debt discount | $ 60,000 | |||||||||||||||||||||||||||
Debt fee | $ 3,000 | |||||||||||||||||||||||||||
Debt interest rate description | If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. | |||||||||||||||||||||||||||
Debt convertible, terms | Lender is entitled, at its option, at any time after June 13, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the lowest 3 trading prices during the 10 days prior to conversion date. | |||||||||||||||||||||||||||
Accrued interest | $ 2,520 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 4,682,540 | |||||||||||||||||||||||||||
Change in fair value of derivative liabilities | $ 9,528 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Six [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 30,000 | |||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||
Notes payable | $ 9,373 | |||||||||||||||||||||||||||
Debt due date | Jan. 2, 2019 | |||||||||||||||||||||||||||
Debt fee | 500 | $ 2,000 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 28,000 | |||||||||||||||||||||||||||
Debt convertible, terms | The conversion Feature Convertible immediately after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. | |||||||||||||||||||||||||||
Interest expense | 27,847 | |||||||||||||||||||||||||||
Accrued interest | $ 2,625 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 18,380,000 | |||||||||||||||||||||||||||
Debt default interest | 15.00% | |||||||||||||||||||||||||||
Amortization expense | 164 | 1,989 | ||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Seven [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 150,000 | 85,149 | ||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||
Debt due date | Jan. 25, 2019 | |||||||||||||||||||||||||||
Debt discount | $ 142,500 | |||||||||||||||||||||||||||
Debt fee | $ 7,500 | |||||||||||||||||||||||||||
Amortization of debt discount | $ 132,740 | |||||||||||||||||||||||||||
Debt interest rate description | If the loan is not paid when due, any unpaid amount will bear interest at 18% per year. | |||||||||||||||||||||||||||
Debt convertible, terms | The Lender is entitled, at its option, at any time after July 24, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 55% of the average of the lowest trading price for the 20 trading days immediately preceding the conversion date. | |||||||||||||||||||||||||||
Accrued interest | 64,851 | $ 64,851 | ||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 104,466,021 | 33,375,972 | ||||||||||||||||||||||||||
Change in fair value of derivative liabilities | $ 74,900 | |||||||||||||||||||||||||||
Amortization expense | $ 9,863 | $ 6,986 | ||||||||||||||||||||||||||
Loss on debt instrument | 2,532 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Eight [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 128,000 | 128,000 | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||
Debt due date | Nov. 30, 2018 | |||||||||||||||||||||||||||
Debt discount | $ 107,711 | |||||||||||||||||||||||||||
Debt fee | $ 3,000 | |||||||||||||||||||||||||||
Amortization of debt discount | 107,711 | |||||||||||||||||||||||||||
Debt interest rate description | If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. | |||||||||||||||||||||||||||
Debt convertible, terms | The Lender is entitled, at its option, at any time after August 12, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. | |||||||||||||||||||||||||||
Accrued interest | $ 5,120 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 26,673,229 | |||||||||||||||||||||||||||
Amortization expense | $ 3,000 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Nine [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 45,000 | 33,413 | 33,413 | |||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||
Notes payable | $ 26,006 | $ 26,006 | ||||||||||||||||||||||||||
Debt due date | Mar. 21, 2019 | |||||||||||||||||||||||||||
Debt fee | $ 4,500 | |||||||||||||||||||||||||||
Amortization of debt discount | 40,500 | |||||||||||||||||||||||||||
Debt convertible, terms | The conversion Feature Convertible immediately after the issuance, the Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder's consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. | |||||||||||||||||||||||||||
Interest expense | 31,623 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 66,640,250 | |||||||||||||||||||||||||||
Debt default interest | 15.00% | |||||||||||||||||||||||||||
Amortization expense | $ 9,863 | 3,514 | ||||||||||||||||||||||||||
Loss on debt instrument | 38,489 | |||||||||||||||||||||||||||
Unrelated Third Party [Member] | Convertible Notes Payable Ten [Member] | ||||||||||||||||||||||||||||
Debt principal amount | $ 103,000 | 103,000 | ||||||||||||||||||||||||||
Interest rate | 8.00% | |||||||||||||||||||||||||||
Debt due date | Jan. 30, 2019 | |||||||||||||||||||||||||||
Debt fee | $ 3,000 | |||||||||||||||||||||||||||
Amortization of debt discount | 87,642 | |||||||||||||||||||||||||||
Debt interest rate description | If the loan is not paid when due, any unpaid amount will bear interest at 22% per year. | |||||||||||||||||||||||||||
Debt convertible, terms | The Lender is entitled, at its option, at any time after October 8, 2018 to convert all or any part of the outstanding and unpaid principal and accrued interest into shares of the Company's common stock at a price per share equal to 58% of the average of the three lowest trading prices for the 10 trading days immediately preceding the conversion date. | |||||||||||||||||||||||||||
Accrued interest | $ 4,120 | |||||||||||||||||||||||||||
Debt converted into shares of common stock | shares | 79,061,412 | |||||||||||||||||||||||||||
Amortization expense | $ 10,274 | $ 3,000 |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Details Narrative) - USD ($) | May 10, 2019 | Mar. 05, 2019 | Jan. 18, 2019 | Nov. 26, 2018 | Nov. 21, 2018 | Oct. 29, 2018 | Aug. 06, 2018 | Jul. 02, 2018 | Jun. 14, 2018 | Apr. 13, 2018 | Oct. 01, 2017 | Jul. 13, 2017 | May 26, 2017 | Mar. 07, 2017 | Oct. 14, 2016 | Sep. 20, 2016 | Sep. 01, 2016 | Aug. 08, 2016 | Jul. 07, 2016 | Dec. 31, 2015 | Nov. 30, 2015 | Oct. 31, 2015 | Jul. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2014 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Nov. 21, 2014 | Sep. 11, 2006 |
Proceeds from related party debt | $ 97,500 | $ 100,000 | ||||||||||||||||||||||||||||||
Principal balance | $ 2,564 | $ 4,678 | ||||||||||||||||||||||||||||||
Debt interest rate | 2.42% | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Amortization of debt discount | $ 18,790 | |||||||||||||||||||||||||||||||
Debt discount | 8,710 | $ 55,149 | ||||||||||||||||||||||||||||||
Hypur Inc. [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 50,000 | $ 250,000 | ||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | $ 167,079 | |||||||||||||||||||||||||||||||
Interest expenses | $ 167,079 | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.0002 | $ 0.0002 | ||||||||||||||||||||||||||||||
Debt instrument due, description | The loan was due 10 days from the date of issuance and bears interest at 18% per annum. | The loan was due 10 days from the date of issuance and bears interest at 18% per annum. | ||||||||||||||||||||||||||||||
Lowest trading price percentage | 60.00% | 60.00% | ||||||||||||||||||||||||||||||
Debt default interest | 24.00% | 24.00% | ||||||||||||||||||||||||||||||
Promissory Note [Member] | Hypur Inc. [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 52,000 | |||||||||||||||||||||||||||||||
Principal balance | $ 52,000 | 52,000 | ||||||||||||||||||||||||||||||
Debt due date | Aug. 10, 2017 | |||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Debt default interest rate | 24.00% | |||||||||||||||||||||||||||||||
Redemption price, description | Upon default, if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. | |||||||||||||||||||||||||||||||
Redemption price, percentage | 150.00% | 150.00% | ||||||||||||||||||||||||||||||
Promissory Note One [Member] | Hypur Inc. [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 47,500 | |||||||||||||||||||||||||||||||
Principal balance | $ 47,500 | 47,500 | ||||||||||||||||||||||||||||||
Debt due date | Dec. 20, 2016 | |||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Debt default interest rate | 24.00% | |||||||||||||||||||||||||||||||
Redemption price, description | Upon default, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. | |||||||||||||||||||||||||||||||
Redemption price, percentage | 150.00% | 150.00% | ||||||||||||||||||||||||||||||
Promissory Note Two [Member] | Hypur Inc. [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||||||||||||||||||||||
Principal balance | $ 100,000 | 100,000 | ||||||||||||||||||||||||||||||
Debt due date | Jan. 28, 2019 | |||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Debt default interest rate | 24.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | 89,350 | |||||||||||||||||||||||||||||||
Interest expenses | 89,350 | |||||||||||||||||||||||||||||||
Promissory Note Three [Member] | Hypur Inc. [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 70,000 | |||||||||||||||||||||||||||||||
Principal balance | 70,000 | 70,000 | ||||||||||||||||||||||||||||||
Debt due date | Feb. 19, 2019 | |||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Debt default interest rate | 24.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | 55,830 | |||||||||||||||||||||||||||||||
Interest expenses | 55,830 | |||||||||||||||||||||||||||||||
Promissory Note Four [Member] | Hypur Inc. [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 75,000 | |||||||||||||||||||||||||||||||
Principal balance | 75,000 | 75,000 | ||||||||||||||||||||||||||||||
Debt due date | Feb. 24, 2019 | |||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Debt default interest rate | 24.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | 58,913 | |||||||||||||||||||||||||||||||
Interest expenses | 58,913 | |||||||||||||||||||||||||||||||
Promissory Note Five [Member] | Hypur Inc. [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 75,000 | |||||||||||||||||||||||||||||||
Principal balance | 75,000 | |||||||||||||||||||||||||||||||
Debt due date | May 12, 2020 | |||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Debt default interest rate | 24.00% | |||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 20,000 | $ 25,000 | ||||||||||||||||||||||||||||||
Debt due date | Nov. 4, 2016 | |||||||||||||||||||||||||||||||
Debt interest rate | 5.00% | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.025 | |||||||||||||||||||||||||||||||
Convertible notes payable | 45,000 | 45,000 | ||||||||||||||||||||||||||||||
Convertible Notes One [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 110,000 | |||||||||||||||||||||||||||||||
Debt interest rate | 5.00% | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.025 | |||||||||||||||||||||||||||||||
Convertible notes payable | 500,000 | 500,000 | ||||||||||||||||||||||||||||||
Debt instrument redeem price, percentage | 150.00% | |||||||||||||||||||||||||||||||
Convertible Notes One [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 500,000 | |||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Hypur Ventures, L.P [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 75,000 | |||||||||||||||||||||||||||||||
Principal balance | 75,000 | 75,000 | ||||||||||||||||||||||||||||||
Debt default interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument redeem price, percentage | 150.00% | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. | |||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Hypur Ventures, L.P [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.50 | |||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Hypur Ventures, L.P [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||||||||||||||||||||||
Principal balance | 100,000 | 100,000 | ||||||||||||||||||||||||||||||
Debt default interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument redeem price, percentage | 150.00% | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. | |||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | Hypur Ventures, L.P [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.50 | |||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||
Debt discount | 18,821,507 | 1,475,068 | ||||||||||||||||||||||||||||||
CFO [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 43,575 | |||||||||||||||||||||||||||||||
Principal balance | 575 | 575 | ||||||||||||||||||||||||||||||
Repayment of debt | 43,000 | |||||||||||||||||||||||||||||||
Related Party Loan One [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | 20,000 | |||||||||||||||||||||||||||||||
Principal balance | 30,000 | 30,000 | ||||||||||||||||||||||||||||||
Cash and expenses, related party | $ 10,000 | |||||||||||||||||||||||||||||||
Related Party Loan One [Member] | Hypur Ventures, L.P [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||||||||||||||||||||||
Principal balance | 100,000 | 100,000 | ||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||||||||||||||||||
Debt default interest rate | 15.00% | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument redeem price, percentage | 150.00% | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the Company's common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company's common stock if the price of the Company's common stock is over $.50 per share during any ten-day period. | |||||||||||||||||||||||||||||||
Related Party Loan One [Member] | Hypur Ventures, L.P [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.50 | |||||||||||||||||||||||||||||||
Related Party Loan Two [Member] | ||||||||||||||||||||||||||||||||
Principal balance | 54,621 | 54,621 | ||||||||||||||||||||||||||||||
Cash and expenses, related party | $ 180,121 | |||||||||||||||||||||||||||||||
Repayment of debt | $ 125,500 | |||||||||||||||||||||||||||||||
Related Party Loan Two [Member] | CGDK, LLC [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||||||||||||||||||||||
Principal balance | 100,000 | 100,000 | ||||||||||||||||||||||||||||||
Debt interest rate | 5.00% | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.025 | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan is due 360 days from May 26, 2017 and bears interest at 5% per annum. | |||||||||||||||||||||||||||||||
Related Party Loan Two [Member] | CGDK, LLC [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.25 | |||||||||||||||||||||||||||||||
Related Party Loan Three [Member] | CGDK, LLC [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 150,000 | |||||||||||||||||||||||||||||||
Principal balance | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Debt interest rate | 5.00% | |||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan is due 360 days from July 13, 2017, and bears interest at 5% per annum. | |||||||||||||||||||||||||||||||
Related Party Loan Three [Member] | CGDK, LLC [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.25 | |||||||||||||||||||||||||||||||
Related Party Loan Four [Member] | CGDK, LLC [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 130,000 | |||||||||||||||||||||||||||||||
Principal balance | 130,000 | 130,000 | ||||||||||||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | 27,560 | 72,694 | ||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan is due 360 days from April 13, 2018, bears interest at 12% per annum. | |||||||||||||||||||||||||||||||
Debt discount | 101,272 | |||||||||||||||||||||||||||||||
Related Party Loan Four [Member] | CGDK, LLC [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.25 | |||||||||||||||||||||||||||||||
Related Party Loan Five [Member] | CGDK, LLC [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 30,217 | |||||||||||||||||||||||||||||||
Principal balance | 30,217 | 30,217 | ||||||||||||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | 3,697 | 5,639 | ||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan is due 360 days from June 18, 2018, bears interest at 12% per annum. | |||||||||||||||||||||||||||||||
Debt discount | 10,292 | |||||||||||||||||||||||||||||||
Related Party Loan Five [Member] | CGDK, LLC [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.25 | |||||||||||||||||||||||||||||||
Related Party Loan Six [Member] | CGDK, LLC [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 150,000 | |||||||||||||||||||||||||||||||
Principal balance | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | 7,390 | 9,862 | ||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan is due July 2, 2019 and bears interest at 12% per annum | |||||||||||||||||||||||||||||||
Debt discount | 19,779 | |||||||||||||||||||||||||||||||
Number of common stock shares during period | 2,500,000 | |||||||||||||||||||||||||||||||
Related Party Loan Six [Member] | CGDK, LLC [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.10 | |||||||||||||||||||||||||||||||
Related Party Loan Seven [Member] | CGDK, LLC [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 150,000 | |||||||||||||||||||||||||||||||
Principal balance | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Debt interest rate | 12.00% | |||||||||||||||||||||||||||||||
Amortization of debt discount | 7,793 | 8,093 | ||||||||||||||||||||||||||||||
Conversion price per share | $ 0.05 | |||||||||||||||||||||||||||||||
Debt instrument due, description | The loan is due July 2, 2019 and bears interest at 12% per annum. | |||||||||||||||||||||||||||||||
Debt discount | 20,095 | |||||||||||||||||||||||||||||||
Number of common stock shares during period | 2,500,000 | |||||||||||||||||||||||||||||||
Related Party Loan Seven [Member] | CGDK, LLC [Member] | Ten-Day Period [Member] | ||||||||||||||||||||||||||||||||
Conversion price per share | $ 0.10 | |||||||||||||||||||||||||||||||
Officer and Shareholder [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 98,150 | |||||||||||||||||||||||||||||||
Principal balance | 98,150 | 98,150 | ||||||||||||||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 30,000 | 22,500 | 184,500 | 265,363 | ||||||||||||||||||||||||||||
Principal balance | 30,000 | 57,000 | ||||||||||||||||||||||||||||||
Repayment of debt | 49,500 | 121,500 | $ 251,363 | |||||||||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 73,000 | |||||||||||||||||||||||||||||||
Principal balance | $ 73,000 | $ 73,000 | ||||||||||||||||||||||||||||||
Debt due date | Jul. 7, 2017 | |||||||||||||||||||||||||||||||
Debt interest rate | 5.00% |
Derivative Liability - Schedule
Derivative Liability - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 727,332 | $ 1,879,930 |
Addition of new derivative as a derivative loss | 448,579 | |
Settlement of derivatives upon conversion | (264,588) | (1,076,702) |
Debt discount from derivative liability | 354,093 | 864,791 |
Loss on change in fair value of the derivative | (5,611) | (1,389,266) |
Ending balance | $ 811,226 | $ 727,332 |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Derivative Instruments, Black-Scholes Option-pricing Model Inputs Used (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Expected Term [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, term | 4 days | 7 days |
Expected Term [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, term | 2 years 2 months 5 days | 2 years 8 months 9 days |
Expected Average Volatility [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 131.68 | 144.96 |
Expected Average Volatility [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 237.82 | 446.59 |
Expected Dividend Yield [Member] | ||
Fair value assumptions, measurement input, percentages | 0 | 0 |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 1.75 | 2.25 |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 2.44 | 2.66 |
Long Term Notes Payable (Detail
Long Term Notes Payable (Details Narrative) - USD ($) | Nov. 21, 2014 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||||
Vehicle purchased | $ 20,827 | $ 86,602 | $ 26,621 | |
Debt instrument financing cost | $ 20,827 | |||
Debt instrument interest percentage | 2.42% | |||
Long term debt terms | 5 years | |||
Long term maturity date | Dec. 5, 2019 | |||
Debt principal amount | 2,564 | $ 4,678 | ||
Long-term debt | 368 | |||
Current portion of long-term debt | $ 4,310 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 03, 2016 | May 06, 2014 | Aug. 31, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 11, 2006 |
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | 100,000,000 | ||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Equity stock splint forward | The Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. | |||||||
Issuance of common stock for consulting services, value | $ 31,917 | |||||||
Warrants exercise price per shares | $ 0.10 | $ 0.10 | ||||||
Common Stock [Member] | ||||||||
Issuance of common stock for consulting service, shares | 1,000,000 | |||||||
Issuance of common stock for consulting services, value | $ 1,000 | |||||||
Common stock for the conversion of convertibles loans, accrued interest, and fees, shares | 197,106,272 | 18,980,579 | 239,120,675 | |||||
Common stock for the conversion of convertibles loans, accrued interest, and fees, amount | $ 122,753 | $ 769,199 | ||||||
Loss on conversion of debt securities | $ 52,461 | |||||||
Preferred Stock [Member] | ||||||||
Issuance of common stock for consulting service, shares | ||||||||
Issuance of common stock for consulting services, value | ||||||||
Common stock for the conversion of convertibles loans, accrued interest, and fees, shares | ||||||||
Hypur Ventures, L.P [Member] | Preferred Stock [Member] | ||||||||
Issuance of common stock, shares | 10,000,000 | 10,000,000 | ||||||
Issuance of common stock warrants | 5,000,000 | 5,000,000 | ||||||
Warrant term | 5 years | 5 years | ||||||
Warrants exercise price per shares | $ 0.10 | $ 0.10 | ||||||
Purchase price per share | $ 0.05 | $ 0.05 | ||||||
Proceeds from issuance of warrants | $ 500,000 | $ 445,000 | ||||||
Conversion of beneficial features, intrinsic value | $ 114,229 | 0 | ||||||
Legal fees | $ 55,000 | |||||||
Debt conversion trading conversion price per shares | $ 0.50 | $ 0.50 | ||||||
Consulting Agreement [Member] | ||||||||
Issuance of common stock for consulting service, shares | 1,000,000 | 2,000,000 | ||||||
Issuance of common stock for consulting services, value | $ 31,917 | $ 46,583 | ||||||
Issuance of common stock, shares | 1,000,000 |
Options and Warrants (Details N
Options and Warrants (Details Narrative) - USD ($) | Dec. 28, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Share-based compensation issued stock option to purchase | 7,950,000 | |||||
Stock option exercise price per shares | $ 0.05 | |||||
Share-based Payment Award, Award Vesting Period | 3 years | |||||
Share-based compensation options, forfeitures in period | ||||||
Stock-based compensation expense | $ 0 | $ 0 | $ 17,173 | $ 35,264 | ||
Stock Options [Member] | ||||||
Share-based compensation options, forfeitures in period | 466,667 |
Options and Warrants - Summary
Options and Warrants - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Options And Warrants - Schedule Of Warrants Outstanding And Exercisable Exercise Price Range | ||
Number of Options Outstanding, Beginning | 24,011,738 | 24,478,405 |
Number of Options, Granted | ||
Number of Options, Expired | (466,667) | |
Number of Options, Cancelled | ||
Number of Options Outstanding, Ending | 24,011,738 | 24,011,738 |
Number of Options Exercisable | 24,011,738 | 24,011,738 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.11 | $ 0.11 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | 0.11 | |
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price Outstanding, Ending | 0.11 | 0.11 |
Weighted Average Exercise Price Exercisable | $ 0.11 | $ 0.11 |
Options and Warrants - Schedule
Options and Warrants - Schedule of Stock Options Outstanding and Exercisable Exercise Price Range (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Options And Warrants - Schedule Of Warrants Outstanding And Exercisable Exercise Price Range | |||
Range of Exercise Prices lower range limit | $ 0.034 | $ 0.034 | |
Range of Exercise Prices upper range limit | $ 1 | $ 1 | |
Number of Options Outstanding | 24,011,738 | 24,011,738 | 24,478,405 |
Weighted-Average remaining contractual life in years | 9 months 18 days | 1 year 3 months 19 days | |
Weighted- Average Exercise Price | $ 0.11 | $ 0.11 | $ 0.11 |
Number of Options Exercisable | 24,011,738 | 24,011,738 | |
Weighted- Average Exercise Price | $ 0.11 | $ 0.11 |
Options and Warrants - Summar_2
Options and Warrants - Summary of Warrants Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Options And Warrants - Schedule Of Warrants Outstanding And Exercisable Exercise Price Range | ||
Number of Warrant Outstanding, Beginning | 10,000,000 | 10,000,000 |
Number of Warrant, Granted | ||
Number of Warrant, Expired | ||
Number of Warrant, Cancelled | ||
Number of Warrant Outstanding, Ending | 10,000,000 | 10,000,000 |
Number of Warrant Exercisable | 10,000,000 | 10,000,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.10 | $ 0.10 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Exercise Price, Cancelled | ||
Weighted Average Exercise Price Outstanding, Ending | 0.10 | 0.10 |
Weighted Average Exercise Price Exercisable | $ 0.10 | $ 0.10 |
Options and Warrants - Schedu_2
Options and Warrants - Schedule of Warrants Outstanding and Exercisable Exercise Price Range (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Options And Warrants - Schedule Of Warrants Outstanding And Exercisable Exercise Price Range | ||
Range of Exercise Prices | $ 0.10 | $ 0.10 |
Number of Warrants Outstanding | 10,000,000 | 10,000,000 |
Weighted-Average Remaining Contractual Life in Years | 2 years 7 days | 2 years 6 months 7 days |
Weighted - Average Exercise Price | $ 0.10 | $ 0.10 |
Number Exercisable | 10,000,000 | 10,000,000 |
Weighted - Average Exercise Price | $ 0.10 | $ 0.10 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 2 Months Ended |
Aug. 19, 2019USD ($)shares | |
Accrued interest | $ | $ 12,952 |
Debt converted into shares of common stock | shares | 57,842,400 |